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                                                                   EXHIBIT 10.47

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                               SECURITY AGREEMENT

                                      among

                              CROMPTON CORPORATION,

                           CERTAIN OF ITS SUBSIDIARIES
                         FROM TIME TO TIME PARTY HERETO

                                       and

                        DEUTSCHE BANK AG NEW YORK BRANCH,
                               as COLLATERAL AGENT

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                           Dated as of August 16, 2004

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                               SECURITY AGREEMENT

        SECURITY AGREEMENT, dated as of August 16, 2004, made by each of the
undersigned assignors (each, an "Assignor" and, together with any other entity
that becomes an assignor hereunder pursuant to Section 10.12 hereof, the
"Assignors") in favor of Deutsche Bank AG New York Branch, as collateral agent
for the benefit of the Lender Creditors (as defined below) and as collateral
agent for the benefit of the Secured Creditors (as defined below) (in such
capacities and (in either case) together with any successor collateral agent,
the "Collateral Agent"). Certain capitalized terms as used herein are defined in
Article IX hereof. Except as otherwise defined herein, all capitalized terms
used herein and defined in the Credit Agreement (as defined below) shall be used
herein as therein defined. Notwithstanding anything herein to the contrary, (i)
for purposes of Section 1.1(a)(A) hereof and the first reference to "Collateral
Agent" in Section 6.6 hereof, the term "Collateral Agent" shall mean Deutsche
Bank AG New York Branch (together with any successor collateral agent), in its
separate individual capacity as collateral agent for the benefit of the Lender
Creditors with respect to the Priority Credit Document Obligations, (ii) for
purposes of Section 1.1(a)(B) and the second reference to "Collateral Agent" in
Section 6.6 hereof, hereof, the term "Collateral Agent" shall mean Deutsche Bank
AG New York Branch (together with any successor collateral agent), in its
separate individual capacity as collateral agent for the benefit of all of the
Secured Creditors with respect to the Obligations not constituting Priority
Credit Document Obligations, and (iii) for purposes of all other provisions in
this Agreement, the term "Collateral Agent" shall mean (x) Deutsche Bank AG New
York Branch (together with any successor collateral agent), in its separate
individual capacity as collateral agent for the benefit of the Lender Creditors
with respect to the Priority Credit Document Obligations and (y) Deutsche Bank
AG New York Branch (together with any successor collateral agent), in its
separate individual capacity as collateral agent for the benefit of all of the
Secured Creditors with respect to the Obligations not constituting Priority
Credit Document Obligations.

                              W I T N E S S E T H:

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

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

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

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

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

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

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

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

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

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

                                    ARTICLE I

                               SECURITY INTERESTS

        1.1 Grant of Security Interests. (a) Each Assignor does hereby (A)
assign and transfer unto the Collateral Agent in its capacity solely as
collateral agent for the equal and ratable benefit of the Lender Creditors, and
does hereby pledge and grant to the Collateral Agent in its capacity solely as
collateral agent for the equal and ratable benefit of the Lender Creditors, in
each case as security for the prompt payment and performance when due of all
Priority Credit Document Obligations, a continuing security interest in all of
the right, title and interest of such

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Assignor in, to and under all of the following personal property and fixtures
(and all rights therein) of such Assignor, or in which or to which such Assignor
has any rights, in each case whether now existing or hereafter from time to time
acquired, and (B) separately assign and transfer unto the Collateral Agent in
its capacity solely as collateral agent for the equal and ratable benefit of all
of the Secured Creditors, and does hereby separately pledge and grant to the
Collateral Agent in its capacity solely as collateral agent for the equal and
ratable benefit of all of the Secured Creditors, in each case as security for
the prompt payment and performance when due of all Obligations not constituting
Priority Credit Document Obligations, a separate continuing security interest in
all of the right, title and interest of such Assignor in, to and under all of
the following personal property and fixtures (and all rights therein) of such
Assignor, or in which or to which such Assignor has any rights, in each case
whether now existing or hereafter from time to time acquired (it being
understood and agreed by the parties hereto that (x) the security interest
granted herein (i) to the Collateral Agent in its capacity solely as collateral
agent for the equal and ratable benefit of the Lender Creditors to secure the
Priority Credit Document Obligations shall have a first priority distribution
right as provided in Section 7.4 hereof and (ii) to the Collateral Agent in its
capacity solely as collateral agent for the equal and ratable benefit of all of
the Secured Creditors to secure Obligations not constituting Priority Credit
Document Obligations shall be subject to the security interest granted herein
for the benefit of the Lender Creditors to secure Priority Credit Document
Obligations and shall only be entitled to a distribution as provided in Section
7.4 hereof after all Priority Credit Document Obligations have been paid in full
as provided in such Section 7.4, and (y) the grants of security interest
hereunder constitute two separate and distinct grants of security and Liens, one
in favor of the Collateral Agent in its capacity as collateral agent for the
equal and ratable benefit of the Lender Creditors to secure Priority Credit
Document Obligations and the second in favor of the Collateral Agent in its
capacity as collateral agent for the equal and ratable benefit of all of the
Secured Creditors to secure Obligations not constituting Priority Credit
Document Obligations):

        (i)     each and every Account;

        (ii)    all cash;

        (iii)   the Cash Collateral Account and all monies, securities,
    Instruments and other investments deposited in (or credited to) the Cash
    Collateral Account;

        (iv)    all Chattel Paper (including, without limitation, all Tangible
    Chattel Paper and all Electronic Chattel Paper);

        (v)     all Commercial Tort Claims;

        (vi)    all computer programs and Domain Names and all intellectual
    property rights therein, and all other proprietary information, including
    but not limited to Trade Secret Rights;

        (vii)   all Contracts, together with all Contract Rights arising
    thereunder;

        (viii)  all Copyrights;

        (ix)    all Equipment;

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        (x)     all Deposit Accounts and all other demand, deposit, time,
    savings, cash management, passbook and similar accounts maintained by such
    Assignor with any Person (including any Secured Creditor) and all monies,
    securities, Instruments and other investments deposited in (or credited to)
    any of the foregoing;

        (xi)    all Documents;

        (xii)   all General Intangibles;

        (xiii)  all Goods;

        (xiv)   all Instruments;

        (xv)    all Inventory;

        (xvi)   all Investment Property;

        (xvii)  all Letter-of-Credit Rights (whether or not the respective
    letter of credit is evidenced by a writing);

        (xviii) all Marks, the goodwill of the business of such Assignor
    symbolized by the Marks, and all causes of action arising prior to or after
    the date hereof for infringement of any of the Marks or unfair competition
    regarding the same;

        (xix)   all Patents and all causes of action arising prior to or after
    the date hereof for infringement of any of the Patents;

        (xx)    all Permits;

        (xxi)   all Software and all Software licensing rights, all writings,
    plans, specifications and schematics, all engineering drawings, customer
    lists, goodwill and licenses, and all recorded data of any kind or nature,
    regardless of the medium of recording;

        (xxii)  all Supporting Obligations; and

        (xxiii) all Proceeds and products of any and all of the foregoing (all
    of the above, including this clause (xxiii), the "Collateral").

        (b)     Notwithstanding anything to the contrary herein, the term
"Collateral" shall not include, and the security interest granted under this
Agreement shall not attach to: (a) any lease, license, contract or agreement to
which any Assignor is a party to the extent (but only to the extent) that the
grant of such security interest shall constitute or result in (i) the
abandonment, invalidation or unenforceability of any right, title or interest of
any Assignor therein or (ii) a breach or termination pursuant to the terms of,
or a default under, any such lease, license or agreement (other than, in either
case, to the extent that any such term would be rendered ineffective pursuant to
Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or
provisions) of any relevant jurisdiction or any other applicable law (including
the Bankruptcy Code) or principles of equity), (b) except as otherwise provided
in the Pledge

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Agreement, more than 65% of the total combined voting power of all classes of
Voting Equity Interests (as defined in the Pledge Agreement) of any Exempted
Foreign Entity (as defined in the Pledge Agreement), (c) any Equipment owned by
any Assignor that is subject to a purchase money security interest (as defined
in Section 9-103 of the UCC) or a Capitalized Lease Obligation permitted
pursuant to the Credit Agreement if the contract or other agreement in which
such Lien is granted (or in the documentation providing for such Capitalized
Lease Obligation) prohibits or requires the consent of any Person other than any
Assignor as a condition to the creation of any other Lien on such Equipment, but
only, in each case, to the extent, and for so long as, the Indebtedness secured
by the applicable purchase money security interest or the applicable Capitalized
Lease Obligation has not been repaid in full or the applicable prohibition (or
consent requirement) has not otherwise been removed or terminated (or obtained
as applicable), and (d) the Domestic Receivables Facility Property and the
Proceeds thereof (other than the cash Proceeds received by the respective
Assignor from the sale of the respective Accounts to the buyer of such Accounts
pursuant to the New Domestic Receivables Facility).

        (c)     The security interests of the Collateral Agent under this
Agreement extends to all Collateral which any Assignor may acquire, or with
respect to which any Assignor may obtain rights, at any time during the term of
this Agreement.

        1.2 Power of Attorney. Each Assignor hereby constitutes and appoints the
Collateral Agent its true and lawful attorney, irrevocably, with full power
after the occurrence of and during the continuance of an Event of Default (in
the name of such Assignor or otherwise) to act, require, demand, receive,
compound and give acquittance for any and all moneys and claims for moneys due
or to become due to such Assignor under or arising out of the Collateral, to
endorse any checks or other instruments or orders in connection therewith and to
file any claims or take any action or institute any proceedings which the
Collateral Agent may deem to be necessary or advisable to protect the interests
of the Secured Creditors, which appointment as attorney is coupled with an
interest.

                                   ARTICLE II

                GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS

Each Assignor represents, warrants and covenants, which representations,
warranties and covenants shall survive execution and delivery of this Agreement,
as follows:

        2.1 Necessary Filings. All filings, registrations, recordings and other
actions necessary or appropriate to create, preserve and perfect the security
interests granted by such Assignor to the Collateral Agent hereby in respect of
the Collateral have been accomplished (or will be accomplished immediately
following the Effective Date) and the security interests granted to the
Collateral Agent pursuant to this Agreement in and to the Collateral create
valid and, together with all such filings, registrations, recordings and other
actions, perfected security interests therein prior to the rights of all other
Persons therein (subject to the intercreditor provisions set forth in Section
1.1 hereof) and subject to no other Liens (other than Permitted Liens related
thereto) and is entitled to all the rights, priorities and benefits afforded by
the Uniform Commercial Code or other relevant law as enacted in any relevant
jurisdiction to perfected security interests, in each case to the extent that
the Collateral consists of the type of property in

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which a security interest may be perfected by possession or control (within the
meaning of the UCC as in effect on the date hereof in the State of New York), by
filing a financing statement under the Uniform Commercial Code as enacted in any
relevant jurisdiction or by a filing of a Grant of Security Interest in the
respective form attached hereto in the United States Patent and Trademark Office
or in the United States Copyright Office, as applicable; provided, however, that
subsequent filings of Grants of Security Interests in the respective forms
attached hereto as Annexes L, M and N may be required with respect to
registrations and applications to register Marks, Patents and Copyrights,
respectively, acquired after the Effective Date.

        2.2 No Liens. Such Assignor is, and as to all Collateral acquired by it
from time to time after the date hereof such Assignor will be, the owner of all
Collateral free from any Lien, security interest, encumbrance or other right,
title or interest of any Person (other than Permitted Liens related thereto),
and such Assignor shall defend the Collateral against all claims and demands of
all Persons at any time claiming the same or any interest therein adverse to the
Collateral Agent.

        2.3 Other Financing Statements. As of the date hereof, there is no
financing statement (or similar statement or instrument of registration under
the law of any jurisdiction) covering or purporting to cover any interest of any
kind in the Collateral (other than financing statements filed in respect of
Permitted Liens), and so long as the Termination Date has not occurred, such
Assignor will not execute or authorize to be filed in any public office any
financing statement (or similar statement or instrument of registration under
the law of any jurisdiction) or statements relating to the Collateral, except
financing statements filed or to be filed in respect of and covering the
security interests granted hereby by such Assignor or in connection with
Permitted Liens or financing statements for which proper termination statements
have been delivered to the Collateral Agent for filing.

        2.4 Chief Executive Office, Record Locations. The chief executive office
of such Assignor is, on the date of this Agreement, located at the address
indicated on Annex A hereto for such Assignor. During the period of the four
calendar months preceding the date of this Agreement, the chief executive office
of such Assignor has not been located at any address other than that indicated
on Annex A in accordance with the immediately preceding sentence, in each case
unless each such other address is also indicated on Annex A hereto for such
Assignor.

        2.5 Location of Inventory and Equipment. All Inventory and Equipment
held on the date hereof anywhere in the United States, or held at any time
during the four calendar months prior to the date hereof anywhere in the United
States, by each Assignor is located at one of the locations shown on Annex B
hereto for such Assignor.

        2.6 Legal Names; Type of Organization (and Whether a Registered
Organization and/or a Transmitting Utility); Jurisdiction of Organization;
Location; Organizational Identification Numbers; Changes Thereto; etc. The exact
legal name of each Assignor, the type of organization of such Assignor, whether
or not such Assignor is a Registered Organization, the jurisdiction of
organization of such Assignor, such Assignor's Location, the organizational
identification number (if any) of such Assignor, and whether or not such
Assignor is a Transmitting Utility, is listed on Annex C hereto for such
Assignor. Such Assignor shall not change its legal name, its type of
organization, its status as a Registered Organization (in the case

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

        2.7 Trade Names; Etc. None of the Assignors has or operates in any
jurisdiction under, or in the preceding five years has had or has operated in
any jurisdiction under, any trade names, fictitious names or other names except
its legal name as specified in Annex C and such other trade or fictitious names
as are listed on Annex D hereto for such Assignor. Such Assignor shall not
assume or operate in any jurisdiction under any new trade, fictitious or other
name until (i) it shall have given to the Collateral Agent not less than 15
days' written notice of its intention so to do, clearly describing such new name
and the jurisdictions in which such new name will be used and providing such
other information in connection therewith as the Collateral Agent may reasonably
request and (ii) with respect to such new name, it shall have taken all action
reasonably requested by the Collateral Agent to maintain the security interest
of the Collateral Agent in the Collateral intended to be granted hereby at all
times fully perfected and in full force and effect.

        2.8 Certain Significant Transactions. During the one year period
preceding the date of this Agreement, no Person shall have merged or
consolidated with or into any Assignor, and no Person shall have liquidated
into, or transferred all or substantially all of its assets to, any Assignor, in
each case except as described in Annex E hereto. With respect to any
transactions so described in Annex E hereto, the respective Assignor shall have
furnished such information with respect to the Person (and the assets of the
Person and locations thereof) which merged with or into or consolidated with
such Assignor, or was liquidated into or transferred all or substantially all of
its assets to such Assignor, and shall have furnished to the Collateral Agent
such UCC lien searches as may have been reasonably requested with respect to
such Person and its assets, to establish that no security interest (excluding
Permitted Liens) continues perfected on the date hereof with respect to any
Person described above (or the assets transferred to the

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respective Assignor by such Person), including without limitation pursuant to
Section 9-316(a)(3) of the UCC.

        2.9 Non-UCC Property. The aggregate book value (as determined by the
Assignors in good faith) of all property of the Assignors of the types described
in clauses (1), (2) and (3) of Section 9-311(a) of the UCC (excluding any Marks,
Patents and Copyrights) does not exceed $1,000,000. If the aggregate book value
of all such property at any time owned by all Assignors exceeds $1,000,000, the
Assignors shall provide prompt written notice thereof to the Collateral Agent
and, upon the request of the Collateral Agent, the Assignors shall promptly (and
in any event within 30 days) take such actions (at their own cost and expense)
as may be required under the respective United States, State or other laws
referenced in Section 9-311(a) of the UCC to perfect the security interests
granted herein in any Collateral where the filing of a financing statement does
not perfect the security interest in such property in accordance with the
provisions of Section 9-311(a) of the UCC.

        2.10 As-Extracted Collateral; Timber-to-be-Cut. On the date hereof, such
Assignor does not own, or expect to acquire, any property which constitutes, or
would constitute, As-Extracted Collateral or Timber-to-be-Cut. If at any time
after the date of this Agreement such Assignor owns, acquires or obtains rights
to any As-Extracted Collateral or Timber-to-be-Cut, such Assignor shall furnish
the Collateral Agent with prompt written notice thereof (which notice shall
describe in reasonable detail the As-Extracted Collateral and/or
Timber-to-be-Cut and the locations thereof) and shall take all actions as may be
deemed reasonably necessary or desirable by the Collateral Agent to perfect the
security interest of the Collateral Agent therein.

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

                                   ARTICLE III

            SPECIAL PROVISIONS CONCERNING ACCOUNTS; CONTRACT RIGHTS;
             INSTRUMENTS; CHATTEL PAPER AND CERTAIN OTHER COLLATERAL

        3.1 Maintenance of Records. Each Assignor will keep and maintain at its
own cost and expense accurate records of its Accounts and Contracts, including,
but not limited to, originals of all documentation (including each Contract)
with respect thereto, records of all payments received, all credits granted
thereon, all merchandise returned and all other dealings therewith, and such
Assignor will make the same available on such Assignor's premises to the
Collateral Agent for inspection, at such Assignor's own cost and expense, at any
and all reasonable times upon prior notice to such Assignor and otherwise in
accordance with the Credit Agreement. Upon the occurrence and during the
continuance of an Event of Default and at the request of the Collateral Agent,
such Assignor shall, at its own cost and expense, deliver all tangible evidence
of its Accounts and Contract Rights (including, without limitation, all
documents evidencing the Accounts and all Contracts) and such books and records
to the Collateral Agent or to its representatives (copies of which evidence and
books and records may be retained by such Assignor). Upon the occurrence and
during the continuance of an Event of Default and if the Collateral Agent so
directs, such Assignor shall legend, in form and manner

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satisfactory to the Collateral Agent, the Accounts and the Contracts, as well as
books, records and documents (if any) of such Assignor evidencing or pertaining
to such Accounts and Contracts with an appropriate reference to the fact that
such Accounts and Contracts have been assigned to the Collateral Agent and that
the Collateral Agent has a security interest therein.

        3.2 Direction to Account Debtors; Contracting Parties; etc. Upon the
occurrence and during the continuance of an Event of Default, if the Collateral
Agent so directs any Assignor, such Assignor agrees (x) to cause all payments on
account of the Accounts and Contracts constituting Collateral to be made
directly to the Cash Collateral Account, (y) that the Collateral Agent may, at
its option, directly notify the obligors with respect to any such Accounts
and/or under any such Contracts to make payments with respect thereto as
provided in the preceding clause (x), and (z) that the Collateral Agent may
enforce collection of any such Accounts and Contracts and may adjust, settle or
compromise the amount of payment thereof, in the same manner and to the same
extent as such Assignor. Without notice to or assent by any Assignor, the
Collateral Agent may, upon the occurrence and during the continuance of an Event
of Default, apply any or all amounts then in, or thereafter deposited in, the
Cash Collateral Account toward the payment of the Obligations in the manner
provided in Section 7.4 of this Agreement. The reasonable costs and expenses of
collection (including reasonable attorneys' fees), whether incurred by an
Assignor or the Collateral Agent, shall be borne by the relevant Assignor. The
Collateral Agent shall deliver a copy of each notice referred to in the
preceding clause (y) to the relevant Assignor, provided that (x) the failure by
the Collateral Agent to so notify such Assignor shall not affect the
effectiveness of such notice or the other rights of the Collateral Agent created
by this Section 3.2 and (y) no such notice shall be required if an Event of
Default of the type described in Section 10.05 of the Credit Agreement has
occurred and is continuing.

        3.3 Modification of Terms; etc. Except in accordance with such
Assignor's ordinary course of business and consistent with reasonable business
judgment or as permitted by Section 3.4, no Assignor shall rescind or cancel any
indebtedness evidenced by any material Account or under any material Contract
constituting Collateral, or modify any material term thereof or make any
material adjustment with respect thereto, or extend or renew the same, or
compromise or settle any material dispute, claim, suit or legal proceeding
relating thereto, or sell any material Account or material Contract constituting
Collateral, or interest therein in each case in a manner that is adverse to such
Assignor in any material respect or adverse to the interests of the Secured
Creditors in any material respect, without the prior written consent of the
Collateral Agent. No Assignor will do anything to impair the rights of the
Collateral Agent in the Accounts or Contracts constituting Collateral.

        3.4 Collection. Each Assignor shall endeavor in accordance with
reasonable business practices to cause to be collected from the account debtor
named in each of its Accounts constituting Collateral or obligor under any
Contract constituting Collateral, as and when due (including, without
limitation, amounts which are delinquent, such amounts to be collected in
accordance with generally accepted lawful collection procedures) any and all
amounts owing under or on account of such Account or Contract, and apply
forthwith upon receipt thereof all such amounts as are so collected to the
outstanding balance of such Account or under such Contract. Except as otherwise
directed by the Collateral Agent after the occurrence and during the
continuation of an Event of Default, any Assignor may allow in the ordinary
course of

                                       10
<PAGE>

business as adjustments to amounts owing under its Accounts and Contracts (i) an
extension or renewal of the time or times of payment, or settlement for less
than the total unpaid balance, which such Assignor finds appropriate in
accordance with reasonable business judgment and (ii) a refund or credit due as
a result of returned or damaged merchandise or improperly performed services or
for other reasons which such Assignor finds appropriate in accordance with
reasonable business judgment. The reasonable costs and expenses (including,
without limitation, reasonable attorneys' fees) of collection, whether incurred
by an Assignor or the Collateral Agent, shall be borne by the relevant Assignor.

        3.5 Instruments. If any Assignor owns or acquires any Instrument which
is an Intercompany Note or any other Instrument with a principal amount in
excess of $250,000 constituting Collateral (other than checks and other payment
instruments received and collected in the ordinary course of business), such
Assignor will within 10 Business Days thereafter notify the Collateral Agent
thereof, and upon request by the Collateral Agent will promptly deliver such
Instrument to the Collateral Agent appropriately endorsed to the order of the
Collateral Agent.

        3.6 Assignors Remain Liable Under Accounts. Anything herein to the
contrary notwithstanding, the Assignors shall remain liable under each of the
Accounts to observe and perform all of the conditions and obligations to be
observed and performed by it thereunder, all in accordance with the terms of any
agreement giving rise to such Accounts. Neither the Collateral Agent nor any
other Secured Creditor shall have any obligation or liability under any Account
(or any agreement giving rise thereto) by reason of or arising out of this
Agreement or the receipt by the Collateral Agent or any other Secured Creditor
of any payment relating to such Account pursuant hereto, nor shall the
Collateral Agent or any other Secured Creditor be obligated in any manner to
perform any of the obligations of any Assignor under or pursuant to any Account
(or any agreement giving rise thereto), to make any payment, to make any inquiry
as to the nature or the sufficiency of any payment received by them or as to the
sufficiency of any performance by any party under any Account (or any agreement
giving rise thereto), to present or file any claim, to take any action to
enforce any performance or to collect the payment of any amounts which may have
been assigned to them or to which they may be entitled at any time or times.

        3.7 Assignors Remain Liable Under Contracts. Anything herein to the
contrary notwithstanding, the Assignors shall remain liable under each of the
Contracts to observe and perform all of the conditions and obligations to be
observed and performed by them thereunder, all in accordance with and pursuant
to the terms and provisions of each Contract. Neither the Collateral Agent nor
any other Secured Creditor shall have any obligation or liability under any
Contract by reason of or arising out of this Agreement or the receipt by the
Collateral Agent or any other Secured Creditor of any payment relating to such
Contract pursuant hereto, nor shall the Collateral Agent or any other Secured
Creditor be obligated in any manner to perform any of the obligations of any
Assignor under or pursuant to any Contract, to make any payment, to make any
inquiry as to the nature or the sufficiency of any performance by any party
under any Contract, to present or file any claim, to take any action to enforce
any performance or to collect the payment of any amounts which may have been
assigned to them or to which they may be entitled at any time or times.

                                       11
<PAGE>

        3.8 Deposit Accounts; Etc. (a) No Assignor maintains, or at any time
after the date of this Agreement shall establish or maintain, any demand, time,
savings, passbook or similar account, except for such accounts maintained with a
bank (as defined in Section 9-102 of the UCC) whose jurisdiction (determined in
accordance with Section 9-304 of the UCC) is within a State of the United
States. Annex F hereto sets forth, as of the date of this Agreement, for each
Assignor, each Deposit Account maintained by such Assignor (including a
description thereof and the respective account number), and the name of the
respective bank with which such Deposit Account is maintained. For each Deposit
Account which is part of the Collateral (other than (i) the Cash Collateral
Account or any other Deposit Account maintained with the Collateral Agent, (ii)
Deposit Accounts which are "zero balance" accounts used solely for accounts
payable and (iii) as otherwise agreed by the Collateral Agent), the respective
Assignor shall cause the bank with which the Deposit Account is maintained to
execute and deliver to the Collateral Agent, within 60 days after the date of
this Agreement or, if later, at the time of the establishment of the respective
Deposit Account (in each case, or such later date as agreed to in writing by the
Collateral Agent in its sole discretion), a "control agreement" in the form of
Annex G hereto (appropriately completed), with such changes thereto or in such
other form as may be reasonably acceptable to the Collateral Agent. If any bank
with which a Deposit Account is maintained refuses to, or does not, enter into
such a "control agreement," then the respective Assignor shall promptly (and in
any event within 60 days after the date of this Agreement (in each case, or such
later date as agreed to in writing by the Collateral Agent in its sole
discretion) or, if later, 45 days after the establishment of such account (or
such later date as may be acceptable to the Collateral Agent)) close the
respective Deposit Account and transfer all balances therein to the Cash
Collateral Account or another Deposit Account meeting the requirements of this
Section 3.8. If any bank with which a Deposit Account is maintained refuses to
subordinate its claims with respect to such Deposit Account to the Collateral
Agent's security interest therein on terms satisfactory to the Collateral Agent,
then the Collateral Agent, at its option, may (x) require that such Deposit
Account be terminated in accordance with the immediately preceding sentence or
(y) agree to a "control agreement" without such subordination, provided that in
such event the Collateral Agent may at any time, at its option, subsequently
require that such Deposit Account be terminated (within 45 days after notice
from the Collateral Agent (in each case, or such later date as agreed to in
writing by the Collateral Agent in its sole discretion)) in accordance with the
requirements of the immediately preceding sentence.

        (b)     After the date of this Agreement, no Assignor shall establish
any new demand, time, savings, passbook or similar account, except for Deposit
Accounts established and maintained with banks and meeting the requirements of
preceding clause (a). At the time any such Deposit Account is established, the
appropriate "control agreement" shall be entered into in accordance with the
requirements of preceding clause (a) and the respective Assignor shall furnish
to the Collateral Agent a supplement to Annex F hereto containing the relevant
information with respect to the respective Deposit Account and the bank with
which same is established.

        (c)     Without limiting the provisions of Sections 3.8(a) and (b)
hereof, to the extent that any Deposit Account is maintained by any Secured
Creditor, such Secured Creditor (by its acceptance of the benefits of this
Agreement) hereby agrees that (i) its possession and control over such Deposit
Account (and all Collateral deposited therein (or credited thereto)) shall be
held as agent and collateral bailee for the benefit of the Secured Creditors
pursuant to the terms of this Agreement and that the Collateral Agent and the
other Secured Creditors shall

                                       12
<PAGE>

thereby have constructive possession and control over such Deposit Account (and
all Collateral deposited therein (or credited therein (or credited thereto)),
and (ii) it shall comply with instructions originated by the Collateral Agent
directing the disposition of funds in such Deposit Account as, and to the
extent, set forth in Annex G hereto (all of the provisions of which (whether or
not executed by such Secured Creditor) are incorporated herein by reference in
their entirety as if fully set forth herein).

        3.9 Letter-of-Credit Rights. If any Assignor is at any time a
beneficiary under a letter of credit with a stated amount of $2,500,000 or more,
such Assignor shall promptly notify the Collateral Agent thereof and, at the
request of the Collateral Agent, such Assignor shall, pursuant to an agreement
in form and substance reasonably satisfactory to the Collateral Agent, use its
reasonable best efforts to (i) arrange for the issuer and any confirmer of such
letter of credit to consent to an assignment to the Collateral Agent of the
proceeds of any drawing under such letter of credit or (ii) arrange for the
Collateral Agent to become the transferee beneficiary of such letter of credit,
with the Collateral Agent agreeing, in each case, that the proceeds of any
drawing under the letter of credit are to be applied as provided in this
Agreement only after the occurrence and during the continuance of an Event of
Default.

        3.10 Commercial Tort Claims. All Commercial Tort Claims of each Assignor
in existence on the date of this Agreement in an amount (taking the greater of
the aggregate claimed damages thereunder or the good faith estimated value
thereof) of $10,000,000 or more are described in Annex H hereto. If any Assignor
shall at any time after the date of this Agreement acquire a Commercial Tort
Claim in an amount (taking the greater of the aggregate claimed damages
thereunder or the good faith estimated value thereof) of $10,000,000 or more,
such Assignor shall promptly notify the Collateral Agent thereof in a writing
signed by such Assignor and describing the details thereof and shall grant to
the Collateral Agent in such writing a security interest therein and in the
proceeds thereof, all upon the terms of this Agreement, with such writing to be
in form and substance reasonably satisfactory to the Collateral Agent.

        3.11 Chattel Paper. Upon the request of the Collateral Agent made at any
time or from time to time, each Assignor shall promptly furnish to the
Collateral Agent a list of all Electronic Chattel Paper held or owned by such
Assignor. Furthermore, if requested by the Collateral Agent, each Assignor shall
promptly take all actions which are reasonably practicable so that the
Collateral Agent has "control" of all Electronic Chattel Paper in accordance
with the requirements of Section 9-105 of the UCC. Each Assignor will promptly
(and in any event within 10 Business Days) following any request by the
Collateral Agent, deliver all of its Tangible Chattel Paper to the Collateral
Agent.

        3.12 Further Actions. Each Assignor will, 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 or
grants of security interest, conveyances, financing statements, transfer
endorsements, certificates, reports and other assurances or instruments and take
such further steps, including any and all actions as may be necessary or
required under the Federal Assignment of Claims Act, relating to its Accounts,
Contracts, Instruments, Inventory and other property or rights in each case
constituting Collateral and covered by the security interest hereby granted, as
the Collateral Agent may reasonably require.

                                       13
<PAGE>

                                   ARTICLE IV

            SPECIAL PROVISIONS CONCERNING TRADEMARKS AND DOMAIN NAMES

        4.1 Additional Representations and Warranties. Each Assignor represents
and warrants that it is the true and lawful owner of or otherwise has the right
to use the registered Marks and Domain Names listed in Annex I hereto for such
Assignor and that said listed Marks and Domain Names include all registered
United States Marks and applications for registrations of United States Marks in
the United States Patent and Trademark Office and all Domain Names that such
Assignor owns or uses in connection with its business as of the date hereof.
Each Assignor represents and warrants that it owns, is licensed to use or
otherwise has the right to use, all Marks and Domain Names that it uses, except
where the failure to have such rights, either individually or in the aggregate,
could not reasonably be expected to have a Material Adverse Effect. Each
Assignor further warrants that it has no knowledge of any third party claim
received by it that any aspect of such Assignor's present or contemplated
business operations infringes or will infringe any trademark, service mark or
trade name of any other Person other than as could not, either individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect. Each
Assignor represents and warrants that all U.S. trademark registrations and
applications and Domain Name registrations listed in Annex I hereto are
subsisting, have not been canceled and to such Assignor's knowledge are valid,
and that such Assignor is not aware of any third-party claim that any of said
registrations is invalid or unenforceable. Each Assignor hereby grants to the
Collateral Agent an absolute power of attorney to sign, upon the occurrence and
during the continuance of an Event of Default, any document which may be
required by the United States Patent and Trademark Office or similar registrar
in order to effect an absolute assignment of all right, title and interest in
each Mark and/or Domain Name, and record the same, such appointment as attorney
is coupled with an interest.

        4.2 Licenses and Assignments. Except as otherwise permitted by the
Secured Debt Agreements, each Assignor hereby agrees not to divest itself of any
right under any Mark or Domain Name absent prior written approval of the
Collateral Agent.

        4.3 Infringements. Each Assignor agrees, promptly upon learning thereof,
to notify the Collateral Agent in writing of the name and address of, and to
furnish such pertinent information that may be available with respect to, any
party who such Assignor believes is, or may be, infringing or diluting or
otherwise violating any of such Assignor's rights in and to any Mark or Domain
Name in any manner that could reasonably be expected to have a Material Adverse
Effect, or with respect to any party claiming that such Assignor's use of any
Mark or Domain Name material to such Assignor's business violates in any
material respect any property right of that party. Each Assignor further agrees
to prosecute diligently in accordance with reasonable business practices any
Person infringing any Mark or Domain Name to the extent that such infringement,
either individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.

        4.4 Preservation of Marks and Domain Names. Each Assignor agrees to use
its Marks and Domain Names which are material to such Assignor's business in
interstate commerce during the time in which this Agreement is in effect and to
take all such other actions

                                       14
<PAGE>

as are reasonably necessary to preserve such Marks as trademarks or service
marks under the laws of the United States consistent with Section 4.5 hereof and
other than any such Marks which are no longer used or are deemed by such
Assignor in its reasonable business judgment to no longer be useful in its
business or operations.

        4.5 Maintenance of Registration. Each Assignor shall, at its own
expense, diligently process all documents reasonably required to maintain all
Mark and/or Domain Name registrations, including but not limited to affidavits
of use and applications for renewals of registration in the United States Patent
and Trademark Office for all of its material registered Marks, and shall pay all
fees and disbursements in connection therewith and shall not abandon any such
filing of affidavit of use or any such application of renewal prior to the
exhaustion of all administrative and judicial remedies without prior written
consent of the Collateral Agent (other than with respect to registrations and
applications deemed by such Assignor in its reasonable business judgment to be
no longer prudent to pursue).

        4.6 Future Registered Marks and Domain Names. If any Mark registration
is issued hereafter to any Assignor as a result of any application now or
hereafter pending before the United States Patent and Trademark Office or any
Domain Name is registered by Assignor, within 45 days of receipt of such
certificate or similar indicia of ownership, such Assignor shall deliver to the
Collateral Agent a grant of a security interest in such Mark, to the Collateral
Agent and at the expense of such Assignor, confirming the grant of a security
interest in such Mark to the Collateral Agent hereunder, the form of such
security to be substantially in the form of Annex L hereto or in such other form
as may be reasonably satisfactory to the Collateral Agent.

        4.7 Remedies. If an Event of Default shall occur and be continuing, the
Collateral Agent may, by written notice to the relevant Assignor, take any or
all of the following actions: (i) declare the entire right, title and interest
of such Assignor in and to each of the Marks and Domain Names, together with all
trademark rights and rights of protection to the same, vested in the Collateral
Agent for the benefit of the Secured Creditors, in which event such rights,
title and interest shall immediately vest, in the Collateral Agent for the
benefit of the Secured Creditors, and the Collateral Agent shall be entitled to
exercise the power of attorney referred to in Section 4.1 hereof to execute,
cause to be acknowledged and notarized and record said absolute assignment with
the applicable agency or registrar; (ii) take and use or sell the Marks or
Domain Names and the goodwill of such Assignor's business symbolized by the
Marks or Domain Names and the right to carry on the business and use the assets
of such Assignor in connection with which the Marks or Domain Names have been
used; and (iii) direct such Assignor to refrain, in which event such Assignor
shall refrain, from using the Marks or Domain Names in any manner whatsoever,
directly or indirectly, and such Assignor shall execute such further documents
that the Collateral Agent may reasonably request to further confirm this and to
transfer ownership of the Marks or Domain Names (including any registrations and
any pending trademark applications) in the United States Patent and Trademark
Office or applicable Domain Name registrar to the Collateral Agent.

                                       15
<PAGE>

                                   ARTICLE V

       SPECIAL PROVISIONS CONCERNING PATENTS, COPYRIGHTS AND TRADE SECRETS

        5.1 Additional Representations and Warranties. Each Assignor represents
and warrants that it is the true and lawful owner of all rights in (i) all Trade
Secret Rights, (ii) the Patents listed in Annex J hereto for such Assignor and
that said Patents include all the United States patents and applications for
United States patents that such Assignor owns as of the date hereof and (iii)
the Copyrights listed in Annex K hereto for such Assignor and that said
Copyrights include all the United States copyrights registered with the United
States Copyright Office and applications to United States copyright
registrations that such Assignor owns as of the date hereof. Each Assignor
further warrants that it has no knowledge of any third party claim that any
aspect of such Assignor's present or contemplated business operations infringes
or will infringe any patent of any other Person or such Assignor has
misappropriated any trade secret or proprietary information which, either
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect. Each Assignor hereby grants to the Collateral Agent an
absolute power of attorney to sign, upon the occurrence and during the
continuance of any Event of Default, any document which may be required by the
United States Patent and Trademark Office or the United States Copyright Office
in order to effect an absolute assignment of all right, title and interest in
each Patent or Copyright, and to record the same, such appointment is coupled
with an interest.

        5.2 Licenses and Assignments. Except as otherwise permitted by the
Secured Debt Agreements, each Assignor hereby agrees not to divest itself of any
right under any Patent or Copyright absent prior written approval of the
Collateral Agent.

        5.3 Infringements. Each Assignor agrees, promptly upon learning thereof,
to furnish the Collateral Agent in writing with all pertinent information
available to such Assignor with respect to any infringement, contributing
infringement or active inducement to infringe or other violation of such
Assignor's rights in any Patent or Copyright in any manner that, either
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect, or to any claim that the practice of any Patent or use
of any Copyright violates any property right of a third party, or with respect
to any misappropriation of any Trade Secret Right or any claim that practice of
any Trade Secret Right violates any property right of a third party, in each
case, in any manner which, either individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect. Each Assignor further
agrees, absent direction of the Collateral Agent to the contrary, to diligently
prosecute, in accordance with its reasonable business judgment, any Person
infringing any Patent or Copyright or any Person misappropriating any Trade
Secret Right, in each case to the extent that such infringement or
misappropriation, either individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect.

        5.4 Maintenance of Patents or Copyrights. At its own expense, each
Assignor shall make timely payment of all post-issuance fees required to
maintain in force its rights under each Patent or Copyright, absent prior
written consent of the Collateral Agent (other than any such Patents or
Copyrights which are no longer used or are deemed by such Assignor in its
reasonable business judgment to no longer be useful in its business or
operations).

                                       16
<PAGE>

        5.5 Prosecution of Patent or Copyright Applications. At its own expense,
each Assignor shall diligently prosecute all material applications for (i)
United States Patents listed in Annex J hereto and (ii) Copyrights listed on
Annex K hereto, in each case for such Assignor and shall not abandon any such
application prior to exhaustion of all administrative and judicial remedies
(other than applications that are deemed by such Assignor in its reasonable
business judgment to no longer be necessary or useful in the conduct of the
Assignor's business or operations), absent written consent of the Collateral
Agent.

        5.6 Other Patents and Copyrights. Within 45 days of the acquisition or
issuance of a United States Patent, registration of a Copyright, or acquisition
of a registered Copyright, or of filing of an application for a United States
Patent or Copyright registration, the relevant Assignor shall deliver to the
Collateral Agent a grant of a security interest as to such Patent or Copyright,
as the case may be, to the Collateral Agent and at the expense of such Assignor,
confirming the grant of a security interest, the form of such grant of a
security interest to be substantially in the form of Annex M or N hereto, as
appropriate, or in such other form as may be reasonably satisfactory to the
Collateral Agent.

        5.7 Remedies. If an Event of Default shall occur and be continuing, the
Collateral Agent may, by written notice to the relevant Assignor, take any or
all of the following actions: (i) declare the entire right, title, and interest
of such Assignor in each of the Patents and Copyrights vested in the Collateral
Agent for the benefit of the Secured Creditors, in which event such right,
title, and interest shall immediately vest in the Collateral Agent for the
benefit of the Secured Creditors, in which case the Collateral Agent shall be
entitled to exercise the power of attorney referred to in Section 5.1 hereof to
execute, cause to be acknowledged and notarized and to record said absolute
assignment with the applicable agency; (ii) take and practice or sell the
Patents and Copyrights; and (iii) direct such Assignor to refrain, in which
event such Assignor shall refrain, from practicing the Patents and using the
Copyrights directly or indirectly, and such Assignor shall execute such further
documents as the Collateral Agent may reasonably request further to confirm this
and to transfer ownership of the Patents and Copyrights to the Collateral Agent
for the benefit of the Secured Creditors.

                                   ARTICLE VI

                      PROVISIONS CONCERNING ALL COLLATERAL

        6.1 Protection of Collateral Agent's Security. Except as otherwise
permitted by the Secured Debt Agreements, each Assignor will do nothing to
impair the rights of the Collateral Agent in the Collateral. Each Assignor will
at all times maintain insurance, at such Assignor's own expense to the extent
and in the manner provided in the Secured Debt Agreements. Except to the extent
otherwise permitted to be retained by such Assignor or applied by such Assignor
pursuant to the terms of the Secured Debt Agreements, the Collateral Agent
shall, at the time any proceeds of such insurance are distributed to the Secured
Creditors, apply such proceeds in accordance with Section 7.4 hereof. Each
Assignor assumes all liability and responsibility in connection with the
Collateral acquired by it and the liability of such Assignor to pay the
Obligations shall in no way be affected or diminished by reason of the fact that
such Collateral may be lost, destroyed, stolen, damaged or for any reason
whatsoever unavailable to such Assignor.

                                       17
<PAGE>

        6.2 Warehouse Receipts Non-Negotiable. To the extent practicable, each
Assignor agrees that if any warehouse receipt or receipt in the nature of a
warehouse receipt is issued with respect to any of its Inventory, such Assignor
shall request that such warehouse receipt or receipt in the nature thereof shall
not be "negotiable" (as such term is used in Section 7-104 of the Uniform
Commercial Code as in effect in any relevant jurisdiction or under other
relevant law).

        6.3 Additional Information. Each Assignor will, at its own expense, from
time to time upon the reasonable request of the Collateral Agent, promptly (and
in any event within 10 Business Days after its receipt of the respective
request) furnish to the Collateral Agent such information with respect to the
Collateral (including the identity of the Collateral or such components thereof
as may have been requested by the Collateral Agent, the value and location of
such Collateral, etc.) as may be reasonably requested by the Collateral Agent.
Without limiting the forgoing, each Assignor agrees that it shall promptly (and
in any event within 10 Business Days after its receipt of the respective
request) furnish to the Collateral Agent such updated Annexes hereto as may from
time to time be reasonably requested by the Collateral Agent.

        6.4 Further Actions. Each Assignor will, at its own expense and upon the
reasonable request of the Collateral Agent, make, execute, endorse, acknowledge,
file and/or deliver to the Collateral Agent from time to time such lists,
descriptions and designations of its Collateral, warehouse receipts, receipts in
the nature of warehouse receipts, bills of lading, documents of title, vouchers,
invoices, schedules, confirmatory assignments, conveyances, financing
statements, transfer endorsements, certificates, reports, grants of security and
other assurances or instruments and take such further steps relating to the
Collateral and other property or rights covered by the security interest hereby
granted, which the Collateral Agent deems reasonably appropriate or advisable to
perfect, preserve or protect its security interest in the Collateral.

        6.5 Financing Statements. Each Assignor agrees to execute and deliver to
the Collateral Agent such financing statements, in form reasonably acceptable to
the Collateral Agent, as the Collateral Agent may from time to time reasonably
request or as are reasonably necessary or desirable in the opinion of the
Collateral Agent to establish and maintain a valid, enforceable, perfected
security interest in the Collateral as provided herein and the other rights and
security contemplated hereby. Each Assignor will pay any applicable filing fees,
recordation taxes and related expenses relating to its Collateral. Each Assignor
hereby authorizes the Collateral Agent to file any such financing statements
without the signature of such Assignor where permitted by law (and such
authorization includes describing the Collateral as "all assets" of such
Assignor or include a similar generic description as determined by the
Collateral Agent).

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

                                       18
<PAGE>

                                  ARTICLE VII

                 REMEDIES UPON OCCURRENCE OF AN EVENT OF DEFAULT

        7.1 Remedies; Obtaining the Collateral Upon Default. Each Assignor
agrees that, if any Event of Default shall have occurred and be continuing, then
and in every such case, the Collateral Agent, in addition to any rights now or
hereafter existing under applicable law and under the other provisions of this
Agreement, shall have all rights as a secured creditor under any UCC, and such
additional rights and remedies to which a secured creditor is entitled under the
laws in effect in all relevant jurisdictions and may:

        (i)     personally, or by agents or attorneys, immediately take
    possession of the Collateral or any part thereof, from such Assignor or any
    other Person who then has possession of any part thereof with or without
    notice or process of law, and for that purpose may enter upon such
    Assignor's premises where any of the Collateral is located and remove the
    same and use in connection with such removal any and all services, supplies,
    aids and other facilities of such Assignor;

        (ii)    instruct the obligor or obligors on any agreement, instrument or
    other obligation (including, without limitation, the Accounts and the
    Contracts) constituting the Collateral to make any payment required by the
    terms of such agreement, instrument or other obligation directly to the
    Collateral Agent and may exercise any and all remedies of such Assignor in
    respect of such Collateral;

        (iii)   instruct all banks which have entered into a control agreement
    with the Collateral Agent (including any Secured Creditor that has control
    over a Deposit Account) to transfer all monies, securities and instruments
    held by such depositary bank to the Cash Collateral Account;

        (iv)    sell, assign or otherwise liquidate any or all of the Collateral
    or any part thereof in accordance with Section 7.2 hereof, or direct such
    Assignor to sell, assign or otherwise liquidate any or all of the Collateral
    or any part thereof, and, in each case, take possession of the proceeds of
    any such sale or liquidation;

        (v)     take possession of the Collateral or any part thereof, by
    directing such Assignor in writing to deliver the same to the Collateral
    Agent at any reasonable place or places designated by the Collateral Agent,
    in which event such Assignor shall at its own expense:

                        (x)     forthwith cause the same to be moved to the
                place or places so designated by the Collateral Agent and there
                delivered to the Collateral Agent;

                        (y)     store and keep any Collateral so delivered to
                the Collateral Agent at such place or places pending further
                action by the Collateral Agent as provided in Section 7.2
                hereof; and

                                       19
<PAGE>

                        (z)     while the Collateral shall be so stored and
                kept, provide such security and maintenance services as shall be
                reasonably necessary to protect the same and to preserve and
                maintain it in good condition;

        (vi)    license or sublicense, whether on an exclusive or nonexclusive
    basis, any Marks, Domain Names, Patents or Copyrights included in the
    Collateral for such term and on such conditions and in such manner as the
    Collateral Agent shall in its sole judgment determine;

        (vii)   apply any monies constituting Collateral or proceeds thereof in
    accordance with the provisions of Section 7.4; and

        (viii)  take any other action as specified in clauses (1) through (5),
    inclusive, of Section 9-607 of the UCC;

it being understood that each Assignor's obligation so to deliver the Collateral
is of the essence of this Agreement and that, accordingly, upon application to a
court of equity having jurisdiction, the Collateral Agent shall be entitled to a
decree requiring specific performance by such Assignor of said obligation. By
accepting the benefits of this Agreement and each other Security Document, the
Secured Creditors expressly acknowledge and agree that, except as, and to the
extent, provided in Section 4(a) of Annex O attached hereto, this Agreement and
each other Security Document may be enforced only by the action of the
Collateral Agent acting upon the instructions of the Required Secured Creditors
and that no other Secured Creditor shall have any right individually to seek to
enforce or to enforce this Agreement or to realize upon the security to be
granted hereby, it being understood and agreed that such rights and remedies may
be exercised by the Collateral Agent or the holders of at least a majority of
the outstanding other Obligations, as the case may be, for the benefit of the
Secured Creditors upon the terms of this Agreement and the other Credit Party
Security Documents.

        7.2 Remedies; Disposition of the Collateral. If any Event of Default
shall have occurred and be continuing, then any Collateral repossessed by the
Collateral Agent under or pursuant to Section 7.1 hereof and any other
Collateral whether or not so repossessed by the Collateral Agent, may be sold,
assigned, leased or otherwise disposed of under one or more contracts or as an
entirety, and without the necessity of gathering at the place of sale the
property to be sold, and in general in such manner, at such time or times, at
such place or places and on such terms as the Collateral Agent may, in
compliance with any mandatory requirements of applicable law, determine to be
commercially reasonable. Any of the Collateral may be sold, leased or otherwise
disposed of, in the condition in which the same existed when taken by the
Collateral Agent or after any overhaul or repair at the expense of the relevant
Assignor which the Collateral Agent shall determine to be commercially
reasonable. Any such sale, lease or other disposition may be effected by means
of a public disposition or private disposition, effected in accordance with the
applicable requirements (in each case if and to the extent applicable) of
Sections 9-610 through 9-613 of the UCC and/or such other mandatory requirements
of applicable law as may apply to the respective disposition. The Collateral
Agent may, without notice or publication, adjourn any public or private
disposition or cause the same to be adjourned from time to time by announcement
at the time and place fixed for the disposition, and such disposition may be
made at any time or place to which the disposition may be so adjourned. To the
extent permitted by

                                       20
<PAGE>

any such requirement of law, the Collateral Agent may bid for and become the
purchaser (and may pay all or any portion of the purchase price by crediting
Obligations against the purchase price) of the Collateral or any item thereof,
offered for disposition in accordance with this Section 7.2 without
accountability to the relevant Assignor. If, under applicable law, the
Collateral Agent shall be permitted to make disposition of the Collateral within
a period of time which does not permit the giving of notice to the relevant
Assignor as hereinabove specified, the Collateral Agent need give such Assignor
only such notice of disposition as shall be required by such applicable law.
Each Assignor agrees to do or cause to be done all such other acts and things as
may be reasonably necessary to make such disposition or dispositions of all or
any portion of the Collateral valid and binding and in compliance with any and
all applicable laws, regulations, orders, writs, injunctions, decrees or awards
of any and all courts, arbitrators or governmental instrumentalities, domestic
or foreign, having jurisdiction over any such sale or sales, all at such
Assignor's expense.

        7.3 Waiver of Claims. Except as otherwise provided in this Agreement,
(a) EACH ASSIGNOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW,
NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE COLLATERAL AGENT'S TAKING
POSSESSION OR THE COLLATERAL AGENT'S DISPOSITION OF ANY OF THE COLLATERAL,
INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY
PREJUDGMENT REMEDY OR REMEDIES, and (b) each Assignor hereby further waives, to
the extent permitted by law:

        (i)     all damages occasioned by such taking of possession or any such
    disposition except any damages which are the direct result of the Collateral
    Agent's gross negligence or willful misconduct (as determined by a court of
    competent jurisdiction in a final and non-appealable decision);

        (ii)    all other requirements as to the time, place and terms of sale
    or other requirements with respect to the enforcement of the Collateral
    Agent's rights hereunder; and

        (iii)   all rights of redemption, appraisement, valuation, stay,
    extension or moratorium now or hereafter in force under any applicable law
    in order to prevent or delay the enforcement of this Agreement or the
    absolute sale of the Collateral or any portion thereof, and each Assignor,
    for itself and all who may claim under it, insofar as it or they now or
    hereafter lawfully may, hereby waives the benefit of all such laws.

Any sale of, or the grant of options to purchase, or any other realization upon,
any Collateral shall operate to divest all right, title, interest, claim and
demand, either at law or in equity, of the relevant Assignor therein and
thereto, and shall be a perpetual bar both at law and in equity against such
Assignor and against any and all Persons claiming or attempting to claim the
Collateral so sold, optioned or realized upon, or any part thereof, from,
through and under such Assignor.

        7.4 Application of Proceeds. All moneys collected by the Collateral
Agent upon any sale or other disposition of any Collateral pursuant to the
enforcement of this Agreement or the exercise of any of the remedial provisions
hereof (or, if any other Security

                                       21
<PAGE>

Document requires proceeds of "collateral" thereunder to be applied in
accordance with the terms of this Agreement, by such "collateral agent"
thereunder pursuant to the enforcement of such Security Document or the exercise
of the remedial provisions thereof), together with all other moneys received by
the Collateral Agent hereunder in respect of the Collateral (or such "collateral
agent" under such other Security Documents) (including all monies received in
respect of post-petition interest) as a result of any such enforcement or the
exercise of any such remedial provisions or as a result of any distribution of
any Collateral (or "collateral" under any other Security Document, as the case
may be) upon the bankruptcy, arrangement, receivership, assignment for the
benefit of creditors or any other action or proceeding involving the
readjustment of the obligations and indebtedness of any Assignor, or the
application of any Collateral (or "collateral" under any other Security
Document, as the case may be) to the payment thereof or any distribution of
Collateral (or "collateral" under any other Security Document, as the case may
be) upon the liquidation or dissolution of any Assignor, or the winding up of
the assets or business of any Assignor or under any insurance policies insuring
any of the Collateral (or "collateral" under any other Security Document, as the
case may be), shall be applied as follows:

        (i)     first, to the payment of all amounts owing to the Collateral
    Agent of the type described in clauses (iv) and (v) of the definition of
    "Obligations";

        (ii)    second, to the extent proceeds remain after the application
    pursuant to preceding clause (i), an amount equal to the outstanding
    Priority Credit Document Obligations consisting of (I) amounts owing by the
    L/C Participants to the Issuing Lenders (plus all interest accrued pursuant
    to the Credit Agreement with respect thereto) with respect to Unpaid
    Drawings owing to the Issuing Lenders that have not been reimbursed by the
    Credit Parties (such amounts to be determined (x) taking into account any
    fluctuations in the Dollar Equivalent of any such Unpaid Drawings
    denominated in an Alternative Currency and (y) without regard to the
    adequacy of the Credit Linked-Deposits in the Credit-Linked Deposit Account)
    and (II) undrawn amounts with respect to Letters of Credit denominated in an
    Alternative Currency (taking the Dollar Equivalent thereof), in each case
    shall be paid to the respective Issuing Lender for such unreimbursed Unpaid
    Drawings as provided in Section 7.4(d) hereof and to cash collateralize such
    undrawn amounts for such Letters of Credit as provided in Section 7.4(c)
    hereof, with each such Issuing Lender receiving an amount equal to its
    outstanding Priority Credit Document Obligations as such or, if the proceeds
    are insufficient to pay in full all such Priority Credit Document
    Obligations, its Pro Rata Share of the amount remaining to be distributed;

        (iii)   third, to the extent proceeds remain after the application
    pursuant to preceding clauses (i) and (ii), an amount equal to the remaining
    outstanding Priority Credit Document Obligations (including all Unpaid
    Drawings (and interest thereon) that are not covered under preceding clause
    (ii)) shall be paid to the Lender Creditors as provided in Section 7.4(d)
    hereof, with each Lender Creditor receiving an amount equal to its remaining
    outstanding Priority Credit Document Obligations or, if the proceeds are
    insufficient to pay in full all such remaining Priority Credit Document
    Obligations, its Pro Rata Share of the amount remaining to be distributed;

                                       22
<PAGE>

        (iv)    fourth, to the extent proceeds remain after the application
    pursuant to preceding clauses (i) through (iii), inclusive, an amount equal
    to the remaining outstanding Obligations shall be paid to the Secured
    Creditors as provided in Section 7.4(d) hereof, with each Secured Creditor
    receiving an amount equal to its remaining outstanding Obligations or, if
    the proceeds are insufficient to pay in full all such remaining Obligations,
    its Pro Rata Share of the amount remaining to be distributed; and

        (v)     fifth, to the extent proceeds remain after the application
    pursuant to preceding clauses (i) through (iv), inclusive, and following the
    termination of this Agreement pursuant to Section 10.8(a) hereof, to the
    relevant Assignor or to whomever may be lawfully entitled to receive such
    surplus.

        (b)     For purposes of this Agreement, "Pro Rata Share" shall mean, (x)
when calculating a Lender Creditor's portion of any distribution or amount in
respect of Priority Credit Document Obligations, that amount (expressed as a
percentage) equal to a fraction the numerator of which is the then unpaid amount
of such Lender Creditor's Priority Credit Document Obligations, and the
denominator of which is the then outstanding amount of all Priority Credit
Document Obligations (or, in the case of Section 7.4(a)(ii) hereof, all Priority
Credit Document Obligations owing to the Issuing Lenders as provided in such
Section 7.4(a)(ii)), and (y) when calculating a Secured Creditors portion of any
remaining distribution or amount in respect of the obligations, that amount
(expressed as a percentage) equal to a fraction the numerator of which is the
then unpaid amount of such Secured Creditor's remaining Obligations and the
denominator of which is the then outstanding amount of all remaining
Obligations.

        (c)     Each of the Secured Creditors, by their acceptance of the
benefits hereof and of the other Security Documents, agrees and acknowledges
that if the Lender Creditors receive a distribution on account of undrawn
amounts with respect to Letters of Credit issued under the Credit Agreement
(which, except as otherwise provided in Section 7.4(a)(ii) hereof, shall only
occur after all outstanding Loans under the Credit Agreement and Unpaid Drawings
have been paid in full), such amounts shall be paid to the Administrative Agent
under the Credit Agreement and held by it, for the equal and ratable benefit of
the Lender Creditors, as cash security for the repayment of Obligations owing to
the Lender Creditors as such. If any amounts are held as cash security pursuant
to the immediately preceding sentence, then upon the termination of all
outstanding Letters of Credit under the Credit Agreement, and after the
application of all such cash security to the repayment of all Obligations owing
to the Lender Creditors after giving effect to the termination of all such
Letters of Credit, if there remains any excess cash, such excess cash shall be
returned by the Administrative Agent to the Collateral Agent for distribution in
accordance with Section 7.4(a) hereof.

        (d)     All payments required to be made hereunder shall be made (v) if
to the Lender Creditors, to the Administrative Agent for the account of the
Lender Creditors, (w) if to the Hedging Creditors, to the trustee, paying agent
or other similar representative (each, a "Representative") for the Hedging
Creditors or, in the absence of such a Representative, directly to the Hedging
Creditors, (x) if to the Additional Secured Creditors, directly to the
Additional Secured Creditors, (y) if to the Existing 2023 Senior Noteholders, to
the Trustee for the account of the Existing 2023 Senior Noteholders, and (z) if
to the Existing 2026 Senior Noteholders, to the Trustee for the account of the
Existing 2026 Senior Noteholders.

                                       23
<PAGE>

        (e)     For purposes of applying payments received in accordance with
this Section 7.4, the Collateral Agent shall be entitled to rely upon (i) the
Administrative Agent, (ii) the Representative or, in the absence of such a
Representative, upon the Hedging Creditors, (iii) the Additional Secured
Creditors and (iv) the Trustee for a determination of the outstanding
Obligations owed to the Lender Creditors, the Hedging Creditors, the Additional
Secured Creditors or the respective Existing Senior Noteholders, as the case may
be.

        (f)     It is understood that each Assignor shall remain liable with
respect to its Credit Document Obligations, Hedging Obligations and Additional
Secured Obligations to the extent of any deficiency between the amount of the
proceeds of the Collateral granted by it hereunder and the aggregate amount of
such Obligations.

        (g)     Notwithstanding anything to the contrary contained in this
Agreement or in any other Security Document, the maximum aggregate principal
amount of the Existing 2023 Senior Notes and the Existing 2026 Senior Notes
secured by the Collateral (and all other "collateral" under the other Security
Documents) shall be $110,000,000 (less any repayments of principal thereof made
after the date hereof) and $150,000,000 (less any repayments of principal
thereof made after the date hereof), respectively.

        (h)     Notwithstanding anything to the contrary contained in this
Agreement or in any other Security Document, the maximum amount of Additional
Secured Obligations secured by the Collateral (and all other "collateral" under
the other Security Documents) shall be limited as set forth in the definition of
"Obligations" contained in Article IX hereof.

        7.5 Remedies Cumulative. Each and every right, power and remedy hereby
specifically given to the Collateral Agent shall be in addition to every other
right, power and remedy specifically given to the Collateral Agent under this
Agreement, the other Secured Debt Agreements or now or hereafter existing at
law, in equity or by statute and each and every right, power and remedy whether
specifically herein given or otherwise existing may be exercised from time to
time or simultaneously and as often and in such order as may be deemed expedient
by the Collateral Agent. All such rights, powers and remedies shall be
cumulative and the exercise or the beginning of the exercise of one shall not be
deemed a waiver of the right to exercise any other or others. No delay or
omission of the Collateral Agent in the exercise of any such right, power or
remedy and no renewal or extension of any of the Obligations shall impair any
such right, power or remedy or shall be construed to be a waiver of any Default
or Event of Default or an acquiescence thereof. No notice to or demand on any
Assignor in any case shall entitle it to any other or further notice or demand
in similar or other circumstances or constitute a waiver of any of the rights of
the Collateral Agent to any other or further action in any circumstances without
notice or demand. In the event that the Collateral Agent shall bring any suit to
enforce any of its rights hereunder and shall be entitled to judgment, then in
such suit the Collateral Agent may recover reasonable expenses, including
reasonable attorneys' fees, and the amounts thereof shall be included in such
judgment.

        7.6 Discontinuance of Proceedings. In case the Collateral Agent shall
have instituted any proceeding to enforce any right, power or remedy under this
Agreement by foreclosure, sale, entry or otherwise, and such proceeding shall
have been discontinued or abandoned for any reason or shall have been determined
adversely to the Collateral Agent, then and in every such

                                       24
<PAGE>

case the relevant Assignor, the Collateral Agent and each holder of any of the
Obligations shall be restored to their former positions and rights hereunder
with respect to the Collateral subject to the security interest created under
this Agreement, and all rights, remedies and powers of the Collateral Agent
shall continue as if no such proceeding had been instituted.

                                  ARTICLE VIII

                                    INDEMNITY

        8.1 Indemnity. (a) Each Assignor jointly and severally agrees to
indemnify, reimburse and hold the Collateral Agent, each other Secured Creditor
(excluding the Existing Senior Noteholders) and their respective successors,
assigns, employees, affiliates and agents (hereinafter in this Section 8.1
referred to individually as "Indemnitee," and collectively as "Indemnitees")
harmless from any and all liabilities, obligations, damages, injuries,
penalties, claims, demands, actions, suits, judgments and any and all reasonable
costs, expenses or disbursements (including reasonable attorneys' fees and
expenses) (for the purposes of this Section 8.1 the foregoing are collectively
called "expenses") of whatsoever kind and nature imposed on, asserted against or
incurred by any of the Indemnitees in any way relating to or arising out of this
Agreement, any other Secured Debt Agreement or any other document executed in
connection herewith or therewith or in any other way connected with the
administration of the transactions contemplated hereby or thereby or the
enforcement of any of the terms of, or the preservation of any rights under any
thereof, or in any way relating to or arising out of the manufacture, ownership,
ordering, purchase, delivery, control, acceptance, lease, financing, possession,
operation, condition, sale, return or other disposition, or use of the
Collateral (including, without limitation, latent or other defects, whether or
not discoverable), the violation of the laws of any country, state or other
governmental body or unit, any tort (including, without limitation, claims
arising or imposed under the doctrine of strict liability, or for or on account
of injury to or the death of any Person (including any Indemnitee), or property
damage), or contract claim; provided, that no Indemnitee shall be indemnified
pursuant to this Section 8.1(a) for losses, damages or liabilities to the extent
caused by the gross negligence or willful misconduct of such Indemnitee (as
determined by a court of competent jurisdiction in a final and non-appealable
decision); and provided, further, that indemnification with respect to taxes
shall, except as set forth in Sections 8.1(b) and (c) hereof, be governed solely
and exclusively by Section 4.04 of the Credit Agreement. Each Assignor agrees
that upon written notice by any Indemnitee of the assertion of such a liability,
obligation, damage, injury, penalty, claim, demand, action, suit or judgment,
the relevant Assignor shall assume full responsibility for the defense thereof.
Each Indemnitee agrees to use its best efforts to promptly notify the relevant
Assignor of any such assertion of which such Indemnitee has knowledge.

        (b)     Without limiting the application of Section 8.1(a) hereof, each
Assignor agrees, jointly and severally, to pay or reimburse the Collateral Agent
for any and all reasonable fees, costs and expenses of whatever kind or nature
incurred in connection with the creation, preservation or protection of the
Collateral Agent's Liens on, and security interest in, the Collateral,
including, without limitation, all fees and taxes in connection with the
recording or filing of instruments and documents in public offices, payment or
discharge of any taxes or Liens upon or in respect of the Collateral, premiums
for insurance required by the Credit Documents to be maintained with respect to
the Collateral and all other fees, costs and expenses in connection

                                       25
<PAGE>

with protecting, maintaining or preserving the Collateral and the Collateral
Agent's interest therein, whether through judicial proceedings or otherwise, or
in defending or prosecuting any actions, suits or proceedings arising out of or
relating to the Collateral.

        (c)     Without limiting the application of Section 8.1(a) or (b)
hereof, each Assignor agrees, jointly and severally, to pay, indemnify and hold
each Indemnitee harmless from and against any reasonable loss, costs, damages
and expenses which such Indemnitee may suffer, expend or incur in consequence of
or growing out of any misrepresentation by any Assignor in this Agreement, any
other Secured Debt Agreement or in any writing contemplated by or made or
delivered pursuant to or in connection with this Agreement or any other Secured
Debt Agreement.

        (d)     If and to the extent that the obligations of any Assignor under
this Section 8.1 are unenforceable for any reason, such Assignor hereby agrees
to make the maximum contribution to the payment and satisfaction of such
obligations which is permissible under applicable law.

        8.2 Indemnity Obligations Secured by Collateral; Survival. Any amounts
paid by any Indemnitee as to which such Indemnitee has the right to
reimbursement shall constitute Obligations secured by the Collateral. The
indemnity obligations of each Assignor contained in this Article VIII shall
continue in full force and effect notwithstanding the full payment of all of the
other Obligations and notwithstanding the full payment of all the Notes issued,
and Loans made, under the Credit Agreement, the termination of all Letters of
Credit issued under the Credit Agreement, the termination of all Interest Rate
Protection Agreements and Other Hedging Agreements entered into with the Hedging
Creditors, the termination of all Additional Secured Agreements entered into
with the Additional Secured Creditors and the payment of all other Obligations
and notwithstanding the discharge thereof and the occurrence of the Termination
Date.

                                   ARTICLE IX

                                   DEFINITIONS

The following terms shall have the meanings herein specified. Such definitions
shall be equally applicable to the singular and plural forms of the terms
defined.

        "Account" shall mean any "account" as such term is defined in the
Uniform Commercial Code as in effect on the date hereof in the State of New
York, and in any event shall include, but shall not be limited to, all rights to
payment of any monetary obligation, whether or not earned by performance, (i)
for property that has been or is to be sold, leased, licensed, assigned or
otherwise disposed of, (ii) for services rendered or to be rendered, (iii) for a
policy of insurance issued or to be issued, (iv) for a secondary obligation
incurred or to be incurred, (v) for energy provided or to be provided, (vi) for
the use or hire of a vessel under a charter or other contract, (vii) arising out
of the use of a credit or charge card or information contained on or for use
with the card, or (viii) as winnings in a lottery or other game of chance
operated or sponsored by a State, governmental unit of a State, or person
licensed or authorized to operate the game by

                                       26
<PAGE>

a State or governmental unit of a State. Without limiting the foregoing, the
term "account" shall include all Health-Care-Insurance Receivables.

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

        "Additional Secured Creditor" shall have the meaning provided in the
recitals to this Agreement.

        "Additional Secured Obligations" shall have the meaning provided in the
definition of "Obligations" contained in this Article IX.

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

        "Agreement" shall mean this Security Agreement as the same may be
amended, modified, restated and/or supplemented from time to time in accordance
with its terms.

        "As-Extracted Collateral" shall mean "as-extracted collateral" as such
term is defined in the Uniform Commercial Code as in effect on the date hereof
in the State of New York.

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

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

        "Cash Collateral Account" shall mean a non-interest bearing cash
collateral account maintained with, and in the sole dominion and control of, the
Collateral Agent for the benefit of the Secured Creditors.

        "Chattel Paper" shall mean "chattel paper" as such term is defined in
the Uniform Commercial Code as in effect on the date hereof in the State of New
York. Without limiting the foregoing, the term "Chattel Paper" shall in any
event include all Tangible Chattel Paper and all Electronic Chattel Paper.

        "Class" shall have the meaning provided in Section 10.2 of this
Agreement.

        "CNTA Basket" shall mean, at any time, the greater of (i) 10% of the
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.

        "Collateral" shall have the meaning provided in Section 1.1(a) of this
Agreement.

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

                                       27
<PAGE>

        "Commercial Tort Claims" shall mean "commercial tort claims" as such
term is defined in the Uniform Commercial Code as in effect on the date hereof
in the State of New York.

        "Consolidated Net Tangible Assets" shall have the meaning provided in
the Existing Senior Notes Indenture.

        "Contract Rights" shall mean all rights of any Assignor under each
Contract, including, without limitation, (i) any and all rights to receive and
demand payments under any or all Contracts, (ii) any and all rights to receive
and compel performance and exercise of remedies under any or all Contracts and
(iii) any and all other rights, interests and claims now existing or in the
future arising in connection with any or all Contracts.

        "Contracts" shall mean all contracts between any Assignor and one or
more additional parties (including, without limitation, any Interest Rate
Protection Agreements, Other Hedging Agreements, licensing agreements,
partnership agreements, joint venture agreements and limited liability company
agreements).

        "Copyrights" shall mean any United States or foreign copyright now or
hereafter owned by any Assignor, including any registrations of any copyrights,
in the United States Copyright Office or any foreign equivalent office, as well
as any application for a copyright registration now or hereafter made with the
United States Copyright Office or any foreign equivalent office by any Assignor.

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

        "Credit Document Obligations" shall have the meaning provided in the
definition of "Obligations" in this Article IX.

        "Deposit Accounts" shall mean all "deposit accounts" as such term is
defined in the Uniform Commercial Code as in effect on the date hereof in the
State of New York.

        "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 Primary 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.

        "Documents" shall mean "documents" as such term is defined in the
Uniform Commercial Code as in effect on the date hereof in the State of New
York.

        "Domain Names" shall mean all Internet domain names and associated URL
addresses now or hereafter owned by any Assignor.

                                       28
<PAGE>

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

        "Electronic Chattel Paper" shall mean "electronic chattel paper" as such
term is defined in the Uniform Commercial Code as in effect on the date hereof
in the State of New York.

        "Equipment" shall mean any "equipment" as such term is defined in the
Uniform Commercial Code as in effect on the date hereof in the State of New
York, and in any event, shall include, but shall not be limited to, all
machinery, equipment, furnishings, fixtures and vehicles now or hereafter owned
by any Assignor and any and all additions, substitutions and replacements of any
of the foregoing and all accessions thereto, wherever located, together with all
attachments, components, parts, equipment and accessories installed thereon or
affixed thereto.

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

        "Existing Senior Note Event" shall have the meaning provided in Section
10.8(b) of this Agreement.

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

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

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

        "Existing Senior Notes Obligations" shall have the meaning provided in
the definition of "Obligations" in this Article IX.

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

                                       29
<PAGE>

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

        "General Intangibles" shall mean "general intangibles" as such term is
defined in the Uniform Commercial Code as in effect on the date hereof in the
State of New York.

        "Goods" shall mean "goods" as such term is defined in the Uniform
Commercial Code as in effect on the date hereof in the State of New York.

        "Health-Care-Insurance Receivable" shall mean any "health-care-insurance
receivable" as such term is defined in the Uniform Commercial Code as in effect
on the date hereof in the State of New York.

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

        "Hedging Obligations" shall have the meaning provided in the definition
of "Obligations" in this Article IX.

        "Indemnitee" shall have the meaning provided in Section 8.1(a) of this
Agreement.

        "Instrument" shall mean "instruments" as such term is defined in the
Uniform Commercial Code as in effect on the date hereof in the State of New
York.

        "Inventory" shall mean merchandise, inventory and goods, and all
additions, substitutions and replacements thereof and all accessions thereto,
wherever located, together with all goods, supplies, incidentals, packaging
materials, labels, materials and any other items used or usable in
manufacturing, processing, packaging or shipping same, in all stages of
production from raw materials through work in process to finished goods, and all
products and proceeds of whatever sort and wherever located any portion thereof
which may be returned, rejected, reclaimed or repossessed by the Collateral
Agent from any Assignor's customers, and shall specifically include all
"inventory" as such term is defined in the Uniform Commercial Code as in effect
on the date hereof in the State of New York.

        "Investment Property" shall mean "investment property" as such term is
defined in the Uniform Commercial Code as in effect on the date hereof in the
State of New York.

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

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

        "Letter-of-Credit Rights" shall mean "letter-of-credit rights" as such
term is defined in the Uniform Commercial Code as in effect on the date hereof
in the State of New York.

                                       30
<PAGE>

        "Location" of any Assignor, shall mean such Assignor's "location" as
determined pursuant to Section 9-307 of the UCC.

        "Marks" shall mean any trademarks, service marks and trade names now
held or hereafter acquired by any Assignor, including any registration or
application for registration of any trademarks and service marks now held or
hereafter acquired by any Assignor, which are registered or filed in the United
States Patent and Trademark Office or the equivalent thereof in any state of the
United States or any equivalent foreign office or agency, as well as any
unregistered trademarks and service marks used by an Assignor and any trade
dress including logos, designs, fictitious business names and other business
identifiers used by any Assignor.

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

        "Notice of Security Entitlement" shall have the meaning provided in the
definition of "Obligations" contained in this Article IX.

        "Obligations" shall mean and include, as to any Assignor, all of the
following:

                (i)     the full and prompt payment when due (whether at stated
    maturity, by acceleration or otherwise) of all obligations, liabilities and
    indebtedness (including, without limitation, principal, premium, interest
    (including, without limitation, all interest that accrues after the
    commencement of any case, proceeding or other action relating to the
    bankruptcy, insolvency, reorganization or similar proceeding of any Assignor
    at the rate provided for in the respective documentation, whether or not a
    claim for post-petition interest is allowed in any such proceeding),
    reimbursement obligations under Letters of Credit, fees, costs and
    indemnities) of such Assignor and each other Assignor to the Lender
    Creditors, whether now existing or hereafter incurred under, arising out of,
    or in connection with, the Credit Agreement and the other Credit Documents
    to which such Assignor and each other Assignor is a party (including,
    without limitation, in the event such Assignor is a Subsidiary Guarantor,
    all such obligations, liabilities and indebtedness of such Assignor and each
    other Assignor under the Subsidiaries Guaranty) and the due performance and
    compliance by such Assignor and each other Assignor with all of the terms,
    conditions and agreements contained in the Credit Agreement and in such
    other Credit Documents (all such obligations, liabilities and indebtedness
    under this clause (i), except to the extent consisting of obligations or
    indebtedness with respect to Interest Rate Protection Agreements or Other
    Hedging Agreements, being herein collectively called the "Credit Document
    Obligations");

                (ii)    the full and prompt payment when due (whether at stated
    maturity, by acceleration or otherwise) of all obligations, liabilities and
    indebtedness (including, without limitation, all interest that accrues after
    the commencement of any case, proceed-

                                       31
<PAGE>

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

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

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

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

                                       32
<PAGE>

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

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

        it being acknowledged and agreed that the "Obligations" shall include
extensions of credit of the types described above, whether outstanding on the
date of this Agreement or extended from time to time after the date of this
Agreement.

        Notwithstanding anything to the contrary contained herein, (x)
obligations, liabilities and indebtedness which would otherwise constitute
Additional Secured Obligations as defined in clause (iv) of this definition
shall not constitute "Obligations" for purposes of (or be secured pursuant to)
this Agreement or any other Security Document unless the Borrower shall have
delivered to the Collateral Agent a written Notice of Security Entitlement (each
a "Notice of Security Entitlement") with respect thereto as follows:

                Such written notice from the Borrower (i) shall state that it is
    a "Notice of Security Entitlement", (ii) shall be delivered to the
    Collateral Agent, (iii) shall describe the new Additional Secured Agreements
    and the related Additional Secured Obligations (and shall describe the
    Assignors obligated, as obligors or guarantors, with respect thereto) to be
    secured hereby (and under the other Security Documents) and guaranteed under
    the Subsidiaries Guaranty, (iv) shall state that it is delivered pursuant to
    Article IX of the Security Agreement, (v) shall reference the aggregate
    amount of such new Additional Secured Agreements and the related Additional
    Secured Obligations, and (vi) shall state that the new Additional Secured
    Obligations and the incurrence thereof does not violate, and may be incurred
    and secured hereunder and under the other Security Documents in accordance
    with, the applicable provisions of Sections 9.01 and 9.04 of the Credit
    Agreement;

        and (y) the Additional Creditors, by accepting the benefits of this
Agreement and the other Security Documents, hereby expressly acknowledge and
agree that the aggregate amount that they shall be entitled to receive from the
exercise of remedies in respect of (and the aggregate amount of Additional
Secured Obligations to be secured by) the Collateral under this Agreement, as
well as the "collateral" under all other Security Documents, will not exceed
$30,000,000 in the aggregate.

        "Patents" shall mean any patent now or hereafter owned by any Assignor
now or hereafter has any right, title or interest therein, and any divisions,
continuations (including, but not limited to, continuations-in-parts) and
improvements thereof, as well as any application for a patent now or hereafter
made by any Assignor.

                                       33
<PAGE>

        "Permits" shall mean, to the extent permitted to be assigned by the
terms thereof or by applicable law, all licenses, permits, rights, orders,
variances, franchises or authorizations of or from any governmental authority or
agency.

        "Priority Credit Document Obligations" shall mean Credit Document
Obligations in an aggregate amount equal to the CNTA Basket.

        "Pro Rata Share" shall have the meaning provided in Section 7.4(b) of
this Agreement.

        "Proceeds" shall mean all "proceeds" as such term is defined in the
Uniform Commercial Code as in effect in the State of New York on the date hereof
and, in any event, shall also include, but not be limited to, (i) any and all
proceeds of any insurance, indemnity, warranty or guaranty payable to the
Collateral Agent or any Assignor from time to time with respect to any of the
Collateral, (ii) any and all payments (in any form whatsoever) made or due and
payable to any Assignor from time to time in connection with any requisition,
confiscation, condemnation, seizure or forfeiture of all or any part of the
Collateral by any governmental authority (or any person acting under color of
governmental authority) and (iii) any and all other amounts from time to time
paid or payable under or in connection with any of the Collateral.

        "Registered Organization" shall have the meaning provided in the Uniform
Commercial Code as in effect in the State of New York.

        "Representative" shall have the meaning provided in Section 7.4(d) of
this Agreement.

        "Required Secured Creditors" shall mean (i) at any time when any Credit
Document Obligations are outstanding or any Commitments or Letters of Credit
under the Credit Agreement exist, the Required Lenders (or, to the extent
provided in Section 13.12 of the Credit Agreement, each of the Lenders), (ii) at
any time after all of the Credit Document Obligations have been paid in full and
the Total Commitment and Letters of Credit under the Credit Agreement have been
terminated and no further Commitments may be provided thereunder, the holders of
a majority of the aggregate outstanding Hedging Obligations and Additional
Secured Obligations (taken together) from time to time, and (iii) at any time
after all Credit Document Obligations, Hedging Obligations and Additional
Secured Obligations have been paid in full and the Total Commitment and all
Letters of Credit under the Credit Agreement have been terminated and all
Interest Rate Protection Agreements and Other Hedging Agreements entered into
with Hedging Creditors and all Additional Secured Agreements entered into with
Additional Secured Creditors have been terminated, the Trustee acting at the
direction of the Existing Senior Noteholders holding at least a majority of the
aggregate outstanding Existing Senior Note Obligations from time to time.

        "Requisite Creditors" shall have the meaning provided in Section 10.2 of
this Agreement.

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

                                       34
<PAGE>

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

        "Software" shall mean "software" as such term is defined in the Uniform
Commercial Code as in effect on the date hereof in the State of New York.

        "Supporting Obligations" shall mean any "supporting obligation" as such
term is defined in the Uniform Commercial Code as in effect on the date hereof
in the State of New York, now or hereafter owned by any Assignor, or in which
any Assignor has any rights, and, in any event, shall include, but shall not be
limited to all of such Assignor's rights in any Letter-of-Credit Right or
secondary obligation that supports the payment or performance of, and all
security for, any Account, Chattel Paper, Document, General Intangible,
Instrument or Investment Property.

        "Tangible Chattel Paper" shall mean "tangible chattel paper" as such
term is defined in the Uniform Commercial Code as in effect on the date hereof
in the State of New York.

        "Termination Date" shall have the meaning provided in Section 10.8(a) of
this Agreement.

        "Timber-to-be-Cut" shall mean "timber-to-be-cut" as such term is defined
in the Uniform Commercial Code as in effect on the date hereof in the State of
New York.

        "Trade Secret Rights" shall mean the rights of an Assignor in any Trade
Secret it holds.

        "Trade Secrets" shall mean any secretly-held existing data, information,
production procedures and other know-how relating to the design manufacture,
assembly, installation, use, operation, marketing, sale and/or servicing of any
products or business of an Assignor worldwide whether written or not.

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

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

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

                                   ARTICLE X

                                  MISCELLANEOUS

        10.1 Notices. Except as otherwise specified herein, all notices,
requests, demands or other communications to or upon the respective parties
hereto shall be sent or

                                       35
<PAGE>

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 Collateral Agent or any Assignor shall not be effective
until received by the Collateral Agent or such Assignor, as the case may be. All
notices and other communications shall be in writing and addressed as follows:

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

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

        (b)     if to the Collateral Agent, at:

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

        (c)     if to any Lender Creditor (other than the Collateral Agent), at
    such address as such Lender Creditor shall have specified in the Credit
    Agreement;

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

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

        (f)     if to any Existing 2023 Senior Noteholder, to the Trustee at:

                        Deutsche Bank Trust Company Americas
                        222 S. Riverside Plaza, 24th Floor
                        Chicago, IL 60606-5808
                        Attention: Mr. George F. Kubin, Vice President
                        Telephone No.:  (312) 537-1159
                        Telecopier No.: (312) 537-1009

        (g)     if to any Existing 2026 Senior Noteholder, to the Trustee at:

                        Deutsche Bank Trust Company Americas

                                       36
<PAGE>

                        222 S. Riverside Plaza, 24th Floor
                        Chicago, IL 60606-5808
                        Attention: Mr. George F. Kubin, Vice President
                        Telephone No.:  (312) 537-1159
                        Telecopier No.: (312) 537-1009

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

        10.2 Waiver; Amendment. Except as provided in Sections 10.8 and 10.12
hereof, none of the terms and conditions of this Agreement may be changed,
waived, modified or varied in any manner whatsoever unless in writing duly
signed by each Assignor directly affected thereby (it being understood that the
addition or release of any Assignor hereunder shall not constitute a change,
waiver, discharge or termination affecting any Assignor other than the Assignor
so added or released) and the Collateral Agent (with the written consent of the
Required Secured Creditors); provided, however, that any change, waiver,
modification or variance affecting the rights and benefits of a single Class of
Secured Creditors (and not all Secured Creditors in a like or similar manner)
also shall require the written consent of the Requisite Creditors of such
affected Class. Notwithstanding anything to the contrary contained above, it is
understood and agreed that the Required Lenders may agree to modifications to
this Agreement for the purpose, among other things, of securing additional
extensions of credit (including, without limitation, pursuant to the Credit
Agreement or any refinancing or extension thereof), with such changes not being
subject to the proviso to the immediately preceding sentence so long as such
obligations are permitted to be secured by the respective Secured Debt
Agreements. Furthermore, the proviso to the second preceding sentence shall not
apply to any release of Collateral effected in accordance with the requirements
of Section 10.8 of this Agreement, or any other release of Collateral or
termination of this Agreement so long as the Borrower certifies that such
actions will not violate the terms of any Secured Debt Agreement then in effect.
For the purpose of this Agreement, the term "Class" shall mean each class of
Secured Creditors, i.e., whether (w) the Lender Creditors as holders of the
Credit Document Obligations, (x) the Hedging Creditors as the holders of the
Hedging Obligations, (y) the Additional Secured Creditors as the holders of the
Additional Secured Obligations or (z) the Existing Senior Noteholders as holders
of the Existing Senior Note Obligations. For the purpose of this Agreement, the
term "Requisite Creditors" of any Class shall mean each of (w) with respect to
the Credit Document Obligations, the Required Lenders (or, to the extent
provided in Section 13.12 of the Credit Agreement, each of the Lenders), (x)
with respect to the Hedging Obligations, the holders of at least a majority of
all Hedging Obligations outstanding from time to time, (y) with respect to the
Additional Secured Obligations, the holders of at least a majority of all
Additional Secured Obligations outstanding from time to time, and (z) with
respect to the Existing Senior Note Obligations, the Trustee acting at the
direction of Existing Senior Noteholders holding at least a majority of all
Existing Senior Note Obligations from time to time.

        10.3 Obligations Absolute. The obligations of each Assignor hereunder
shall remain in full force and effect without regard to, and shall not be
impaired by, (a) any bankruptcy, insolvency, reorganization, arrangement,
readjustment, composition, liquidation or the like of such Assignor; (b) any
exercise or non-exercise, or any waiver of, any right, remedy, power or
privilege under or in respect of this Agreement or any other Secured Debt
Agreement;

                                       37
<PAGE>

or (c) any amendment to or modification of any Secured Debt Agreement or any
security for any of the Obligations; whether or not such Assignor shall have
notice or knowledge of any of the foregoing.

        10.4 Successors and Assigns. This Agreement shall create a continuing
security interest in the Collateral and shall (i) remain in full force and
effect, subject to release and/or termination as set forth in Section 10.8
hereof, (ii) be binding upon each Assignor, its successors and assigns;
provided, however, that no Assignor shall assign any of its rights or
obligations hereunder without the prior written consent of the Collateral Agent
(with the prior written consent of the Required Secured Creditors), and (iii)
inure, together with the rights and remedies of the Collateral Agent hereunder,
to the benefit of the Collateral Agent, the other Secured Creditors and their
respective successors, transferees and assigns. All agreements, statements,
representations and warranties made by each Assignor herein or in any
certificate or other instrument delivered by such Assignor or on its behalf
under this Agreement shall be considered to have been relied upon by the Secured
Creditors and shall survive the execution and delivery of this Agreement and the
other Secured Debt Agreements regardless of any investigation made by the
Secured Creditors or on their behalf.

        10.5 Headings Descriptive. The headings of the several sections of this
Agreement are inserted for convenience only and shall not in any way affect the
meaning or construction of any provision of this Agreement.

        10.6 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY
TRIAL. (a) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF
THE STATE OF NEW YORK OR, TO THE EXTENT APPLICABLE WITH RESPECT TO UNITED STATES
REGISTERED AND APPLIED-FOR MARKS, PATENTS AND COPYRIGHTS, FEDERAL LAW. ANY LEGAL
ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS
OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF
NEW YORK IN EACH CASE WHICH ARE LOCATED IN THE COUNTY OF NEW YORK, AND, BY
EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH ASSIGNOR HEREBY IRREVOCABLY
ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS IN ANY
SUCH ACTION OR PROCEEDING. EACH ASSIGNOR HEREBY FURTHER IRREVOCABLY WAIVES ANY
CLAIM THAT ANY SUCH COURTS LACK JURISDICTION OVER SUCH ASSIGNOR, AND AGREES NOT
TO PLEAD OR CLAIM IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT BROUGHT IN ANY OF THE AFORESAID COURTS THAT ANY SUCH COURT LACKS
JURISDICTION OVER SUCH ASSIGNOR. EACH ASSIGNOR FURTHER IRREVOCABLY CONSENTS TO
THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH
ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED
MAIL, POSTAGE PREPAID, TO ANY SUCH ASSIGNOR AT ITS ADDRESS FOR NOTICES AS
PROVIDED IN SECTION 10.1 ABOVE, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER
SUCH MAILING. EACH ASSIGNOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO SUCH
SERVICE

                                       38
<PAGE>

OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN
ANY ACTION OR PROCEEDING COMMENCED HEREUNDER OR UNDER ANY OTHER CREDIT DOCUMENT
THAT SUCH SERVICE OF PROCESS WAS IN ANY WAY INVALID OR INEFFECTIVE. NOTHING
HEREIN SHALL AFFECT THE RIGHT OF THE COLLATERAL AGENT UNDER THIS AGREEMENT, OR
ANY SECURED CREDITOR, TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR
TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY ASSIGNOR IN ANY
OTHER JURISDICTION.

        (b)     EACH ASSIGNOR 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 BROUGHT IN
THE COURTS REFERRED TO IN CLAUSE (a) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES
AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

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

        10.7 Assignor's Duties. It is expressly agreed, anything herein
contained to the contrary notwithstanding, that each Assignor shall remain
liable to perform all of the obligations, if any, assumed by it with respect to
the Collateral and the Collateral Agent shall not have any obligations or
liabilities with respect to any Collateral by reason of or arising out of this
Agreement, nor shall the Collateral Agent be required or obligated in any manner
to perform or fulfill any of the obligations of any Assignor under or with
respect to any Collateral.

        10.8 Termination; Release. (a) After the Termination Date, this
Agreement shall terminate (provided that all indemnities set forth herein
including, without limitation in Section 8.1 hereof, shall survive such
termination) and the Collateral Agent, at the request and expense of the
respective Assignor, will promptly execute and deliver to such Assignor a proper
instrument or instruments (including Uniform Commercial Code termination
statements on form UCC-3 and releases in form recordable in the United States
Patent and Trademark Office and other applicable intellectual property
registries) acknowledging the satisfaction and termination of this Agreement,
and will duly assign, transfer and deliver to such Assignor (without recourse
and without any representation or warranty) such of the Collateral as may be in
the possession of the Collateral Agent and as has not theretofore been sold or
otherwise applied or released pursuant to this Agreement. As used in this
Agreement, "Termination Date" shall mean the date upon which the Total
Commitment and all Letters of Credit have been terminated, all Interest Rate
Protection Agreements and Other Hedging Agreements entered into with any Hedging
Creditor have been terminated, all Additional Secured Agreements entered into
with any Additional Secured Creditor have been terminated, no Note under the
Credit Agreement is outstanding and all Loans thereunder have been repaid in
full, and all other Obligations then due and payable have been paid in full;
provided, however, notwithstanding the foregoing, after all

                                       39
<PAGE>

Credit Document Obligations, Hedging Obligations and Additional Secured
Obligations have been paid in full, and the Total Commitment, all Letters of
Credit, all Interest Rate Protection Agreements and Other Hedging Agreements
entered into with a Hedging Creditor and all Additional Secured Agreements
entered into with an Additional Secured Creditor have been terminated, the
Termination Date shall occur unless an Event of Default under the Existing
Senior Notes Documents has occurred and is continuing at such time (in which
case such termination shall occur on the first date thereafter on which no Event
of Default under the Existing Senior Notes Documents exists and is continuing).

        (b)     In the event that any part of the Collateral is sold or
otherwise disposed of (to a Person other than a Credit Party) in connection with
a sale or other disposition permitted by the respective Secured Debt Agreements
or is otherwise released at the direction of the Required Secured Creditors, the
Collateral Agent, at the request, cost and expense of such Assignor, will duly
release from the security interest created hereby (and will execute and deliver
such documentation, including termination or partial release statements and the
like in connection therewith) and assign, transfer and deliver to such Assignor
(without recourse and without any representation or warranty) such of the
Collateral as is then being (or has been) so sold or otherwise disposed of, or
released, and as may be in the possession of the Collateral Agent and has not
theretofore been released pursuant to this Agreement. Any proceeds of Collateral
sold or otherwise disposed of as contemplated by the immediately preceding
sentence may be applied in accordance with the requirements of the Credit
Agreement; provided, however, upon the occurrence and during the continuance of
an Existing Senior Note Event, such proceeds shall be applied as provided in
Section 7.4 hereof. As used herein, an "Existing Senior Note Event" shall mean
the acceleration of the maturity of any Existing Senior Notes or the failure to
pay at final maturity any Existing Senior Notes, or the occurrence of any
default or event of default of the types specified in Section 5.01(6) or (7) of
the Existing Senior Notes Indenture; provided that no Existing Senior Note Event
shall be deemed to exist (x) at any time when no Existing Senior Note
Obligations are secured hereunder or (y) after all Existing Senior Note
Obligations have been repaid in full.

        (c)     At any time that an Assignor desires that the Collateral Agent
take any action to acknowledge or give effect to any release of Collateral
pursuant to the foregoing Section 10.8(a) or (b), such Assignor shall deliver to
the Collateral Agent a certificate signed by a principal executive officer of
such Assignor stating that the release of the respective Collateral is permitted
pursuant to such Section 10.8(a) or (b). If reasonably requested by the
Collateral Agent (although the Collateral Agent shall have no obligation to make
such request), the relevant Assignor shall furnish appropriate legal opinions
(from counsel reasonably acceptable to the Collateral Agent) to the effect set
forth in this Section 10.8(c).

        (d)     The Collateral Agent shall have no liability whatsoever to any
other Secured Creditor as the result of any release of Collateral by it in
accordance with (or which the Collateral Agent in the absence of gross
negligence and willful misconduct believes to be in accordance with) this
Section 10.8.

        10.9 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

                                       40
<PAGE>

same instrument. A set of counterparts executed by all the parties hereto shall
be lodged with the Borrower and the Collateral Agent.

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

        10.11 The Collateral Agent and the other Secured Creditors. The
Collateral Agent will hold in accordance with this Agreement all items of the
Collateral at any time received under this Agreement. It is expressly understood
and agreed that the obligations of the Collateral Agent as holder of the
Collateral and interests therein and with respect to the disposition thereof,
and otherwise under this Agreement, are only those expressly set forth in this
Agreement, Section 12 of the Credit Agreement and Annex O hereto. The Collateral
Agent shall act hereunder on the terms and conditions set forth herein, in
Section 12 of the Credit Agreement and in Annex O hereto, the terms of which
shall be deemed incorporated herein by reference as fully as if the same were
set forth herein in their entirety. In the event that any provision set forth in
Section 12 of the Credit Agreement in respect of the Collateral Agent conflicts
with any provision set forth in Annex O hereto, the provisions of Annex O hereto
shall govern (except that the Lenders shall remain obligated to indemnify the
Collateral Agent pursuant to Section 12 of the Credit Agreement, to the extent
the Collateral Agent is not indemnified by the Secured Creditors pursuant to
Annex O).

        10.12 Additional Assignors. It is understood and agreed that any
Subsidiary of the Borrower that is required to execute a counterpart of this
Agreement after the date hereof pursuant to the requirements of the respective
Secured Debt Agreements shall become an Assignor hereunder by executing a
counterpart hereof and delivering same to the Collateral Agent, or by executing
a Joinder Agreement substantially in the form of Exhibit O to the Credit
Agreement, (y) delivering supplements to Annexes A through F, inclusive, and H
through K, inclusive, hereto as are necessary to cause such Annexes to be
complete and accurate with respect to such additional Assignor on such date and
(z) taking all actions as specified in this Agreement as would have been taken
by such Assignor had it been an original party to this Agreement, in each case
with all documents required above to be delivered to the Collateral Agent and
with all documents and actions required above to be taken to the reasonable
satisfaction of the Collateral Agent.

        10.13 Limited Obligations. It is the desire and intent of each Assignor
and the Secured Creditors that this Agreement shall be enforced against each
Assignor to the fullest extent permissible under the laws and public policies
applied in each jurisdiction in which enforcement is sought. Notwithstanding
anything to the contrary contained herein, in furtherance of the foregoing, (i)
it is noted that with respect to each Assignor which has executed the
Subsidiaries Guaranty, the obligations of such Assignor thereunder has been
limited as provided therein, and (ii) with respect to each Assignor that is a
Subsidiary of the Borrower, the grant of the security interest hereunder by such
Assignors with respect to the Existing Senior Notes Obligations shall not
constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy
Code, the Uniform Fraudulent Conveyance Act or any similar Federal or state law

                                       41
<PAGE>

and to effectuate the foregoing, the grant of the security interest hereunder by
each such Assignor with respect to the Existing Senior Notes Obligations shall
be limited to such amount as will, after giving effect to such maximum amount
and all other (contingent or otherwise) liabilities of such Assignor that are
relevant under such laws and after giving effect to any rights to contribution
pursuant to any agreement providing for an equitable contribution among such
Assignors, result in the Existing Senior Notes Obligations of such Assignors in
respect of such maximum amount not constituting a fraudulent transfer or
conveyance.

    [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]

                                       42
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and delivered by their duly authorized officers as of the date first above
written.

                                      CROMPTON CORPORATION,
                                        as an Assignor

                                        By: /s/ Barry J. Shainman
                                           ------------------------------------
                                        Name: Barry J. Shainman
                                        Title: Secretary

                                      CNK CHEMICAL REALTY CORPORATION,
                                        as an Assignor

                                      By: /s/ Arthur C. Fullerton
                                         --------------------------------------
                                         Name: Arthur C. Fullerton
                                         Title: Secretary

                                      CROMPTON COLORS INCORPORATED,
                                        as an Assignor

                                      By: /s/ Arthur C. Fullerton
                                         --------------------------------------
                                         Name: Arthur C. Fullerton
                                         Title: Secretary

                                      CROMPTON EUROPE FINANCIAL
                                        SERVICES COMPANY, as an Assignor

                                      By: /s/ Arthur C. Fullerton
                                         --------------------------------------
                                         Name: Arthur C. Fullerton
                                         Title: Secretary

                                      CROMPTON HOLDING CORPORATION,
                                        as an Assignor

                                      By: /s/ Arthur C. Fullerton
                                         --------------------------------------
                                         Name: Arthur C. Fullerton
                                         Title: Secretary

<PAGE>

                                      CROMPTON MONOCHEM, INC.,
                                        as an Assignor

                                      By: /s/ Arthur C. Fullerton
                                         --------------------------------------
                                         Name: Arthur C. Fullerton
                                         Title: Secretary

                                      CROMPTON SALES COMPANY, INC.,
                                        as an Assignor

                                      By: /c/ Arthur C. Fullerton
                                         --------------------------------------
                                         Name: Arthur C. Fullerton
                                         Title: Secretary

                                      DAVIS-STANDARD CORPORATION,
                                        as an Assignor

                                      By: /s/ Lewis A. Shaffer
                                         --------------------------------------
                                         Name: Lewis A Shaffer
                                         Title: Secretary

                                      GT SEED INTERNATIONAL COMPANY,
                                        as an Assignor

                                      By: /c/ Arthur C. Fullerton
                                         --------------------------------------
                                         Name: Arthur C. Fullerton
                                         Title: Secretary

                                      GT SEED TREATMENT, INC.,
                                        as an Assignor

                                      By: /s/ Arthur C. Fullerton
                                         --------------------------------------
                                         Name: Arthur C. Fullerton
                                         Title: Secretary

                                      KEM MANUFACTURING CORPORATION,
                                        as an Assignor

                                      By: /s/ Arthur C. Fullerton
                                         --------------------------------------
                                         Name: Arthur C. Fullerton
                                         Title: Secretary

<PAGE>

                                      MONOCHEM, INC.,
                                        as an Assignor

                                      By: /s/ Arthur C. Fullerton
                                         --------------------------------------
                                         Name: Arthur C. Fullerton
                                         Title: Secretary

                                      NAUGATUCK TREATMENT COMPANY,
                                        as an Assignor

                                      By: /s/ Arthur C. Fullerton
                                         --------------------------------------
                                         Name: Arthur C. Fullerton
                                         Title: Secretary

                                      UNIROYAL CHEMICAL COMPANY, INC.,
                                        a Delaware Corporation, as an Assignor

                                      By: /s/ Arthur C. Fullerton
                                         --------------------------------------
                                         Name: Arthur C. Fullerton
                                         Title: Secretary

                                      UNIROYAL CHEMICAL COMPANY, INC.,
                                        a New Jersey Corporation, as an Assignor

                                      By: /s/ Arthur C. Fullerton
                                         --------------------------------------
                                         Name: Arthur C. Fullerton
                                         Title: Secretary

                                      UNIROYAL CHEMICAL COMPANY
                                        LIMITED (DELAWARE), as an Assignor

                                      By: /s/ Arthur C. Fullerton
                                         --------------------------------------
                                         Name: Arthur C. Fullerton
                                         Title: Secretary

                                      UNIROYAL CHEMICAL EXPORT
                                        LIMITED, as an Assignor

                                      By: /s/ Arthur C. Fullerton
                                         --------------------------------------
                                         Name: Arthur C. Fullerton
                                         Title: Secretary

<PAGE>

                                      UNIROYAL CHEMICAL LEASING
                                        COMPANY, INC., as an Assignor

                                      By: /s/ Arthur C. Fullerton
                                         --------------------------------------
                                         Name: Arthur C. Fullerton
                                         Title: Secretary

                                      WEBER CITY ROAD LLC,
                                        as an Assignor

                                      By: /s/ Arthur C. Fullerton
                                         --------------------------------------
                                         Name: Arthur C. Fullerton
                                         Title: Secretary

<PAGE>

Accepted and Agreed to:

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

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

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

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

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

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

<PAGE>

                                                                         ANNEX A
                                                                              to
                                                              SECURITY AGREEMENT

                       SCHEDULE OF CHIEF EXECUTIVE OFFICES

           Name of Assignor              Address(es) of Chief Executive Office
           ----------------              -------------------------------------

Each Assignor except those named below   199 Benson Road
                                         Middlebury, CT  06749

Monochem, Inc.                           36191 Highway 30
                                         Geismar, LA  70734

<PAGE>

                                                                         ANNEX B
                                                                              to
                                                              SECURITY AGREEMENT

                  SCHEDULE OF INVENTORY AND EQUIPMENT LOCATIONS

          Assignor                                 Location
          --------                                 --------

Crompton Colors Incorporated  500, 501, 502 Pear Street, Reading, PA 19601
                              10 Kingland St., Nutley, NJ 07110
                              31-43 - 77-85 Paris Street, Newark, NJ
                              189 - 203 Magazine St. Newark, NJ
                              2-4 Mary Street, Newark, NJ
                              58-66, 68-82 Amsterdam St., Newark, NJ
                              13-17, 19-29 Margaretta St. Newark, NJ

Crompton Monochem, Inc.       Rte 73, Geismar, LA 70734

Davis-Standard Corporation    1 Extrusion Drive, Pawcatuck, CT 06379
                              36 S. Adamsville Rd. Bridgewater Township, NJ
                              08876
                              Various foreign locations

Monochem, Inc.                Rte 73, Geismar, LA  70734

Crompton Corporation and      1320 Sams Ave, Harahan,  CT  70123
Uniroyal Chemical Company,    155 Tice Blvd., Woodcliff Lake,  NJ  07675
Inc.(1)                       Highway 225 North, Bay Minette, AL 36507
                              74 Amity Road, Bethany, CT 06524
                              280 Elms Street/Spencer Street, Naugatuck, CT
                              06770
                              1 Extrusion Drive, Pawcatuck, CT 06379
                              8220 W. Route 24, Mapleton, IL 61547
                              Highway 30, Geismar, LA 70734
                              Highway 3142, Taft, LA 70057-0310
                              1000 Convery Boulevard, Perth Amboy, NJ 08862-1932
                              36 South Adamsville Road, Somerville, NJ 08876
                              214 W. Ruby Avenue, Gastonia, NC 28054
                              100 Sonneborn Lane, Petrolia, PA 16050-0336
                              1231 Pope Street, Memphis, TN 38108
                              710 B. Bussey Road, Marshall, TX 75670
                              1000 Dupont Road, Morgantown, WV  26501
                              3018 Bell Avenue, Memphis, TN 38108
                              611 E. Northside Drive, Fort Worth, TX
                              1805 Fourth Street, Harvey, LA
                              15200 Almeda Road, Houston, TX
                              710-B Bussey Road, Marshall, TX

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

<PAGE>

                                                                         ANNEX B
                                                                          Page 2

          Assignor                                 Location
          --------                                 --------

                              3500 South State Route 2, Friendly, WV
                              214 W Ruby Ave, Gastonia, NC
                              199 Benson Road, Middlebury, CT
                              One American Lane, Greenwich, CT
                              5777 Frantz Road, Dublin, OH
                              3211 Kanawha Turnpike, South Charleston, WV
                              771 Old Saw Mill River Road, Tarrytown, NY

<PAGE>

                                                                         ANNEX C
                                                                              to
                                                              SECURITY AGREEMENT

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

<TABLE>
<CAPTION>
                          TYPE OF                                                                   ASSIGNOR'S
                        ORGANIZATION                                                                ORGANIZATION
                        (OR, IF THE                                         ASSIGNOR'S LOCATION     IDENTIFICATION
EXACT LEGAL             ASSIGNOR IS AN    REGISTERED                        (FOR PURPOSES OF        NUMBER (OR, IF IT   TRANSMITTING
NAME OF EACH            INDIVIDUAL, SO   ORGANIZATION?    JURISDICTION OF   NY UCC                  IT HAS NONE, SO     UTILITY?
PLEDGOR                   INDICATE)       (YES/NO)        ORGANIZATION      SECTION 9-307)          INDICATE)           (YES/NO)
----------------------  ---------------   -------------   ---------------   ---------------------   -----------------   ------------
<S>                                            <C>          <C>             <C>                       <C>                    <C>
CNK Chemical Realty      Corporation           Yes          Pennsylvania    199 Benson Road              0052034             No
Corporation                                                                 Middlebury, CT  06749

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

Crompton Corporation     Corporation           Yes            Delaware      199 Benson Road              3046078             No
                                                                            Middlebury, CT  06749
Crompton Europe          Corporation           Yes            Delaware      199 Benson Road              2559401             No
Financial Services                                                          Middlebury, CT  06749
Company

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

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

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

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

GT Seed Inter-           Corporation           Yes             Texas        199 Benson Road            0112046400            No
national Company                                                            Middlebury, CT  06749

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

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

<PAGE>

                                                                         Annex C
                                                                          Page 2

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

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

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

Uniroyal Chemical        Corporation           Yes            Delaware      199 Benson Road              3230771             No
Company, Inc.(2)                                                            Middlebury, CT  06749

Uniroyal Chemical        Corporation           Yes           New Jersey     199 Benson Road            0100271711            No
Company, Inc.(3)                                                            Middlebury, CT  06749

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

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


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

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

<PAGE>

                                                                         ANNEX D
                                                                              to
                                                              SECURITY AGREEMENT

                     SCHEDULE OF TRADE AND FICTITIOUS NAMES

             Name of                          Trade and/or
             Assignor                        Fictitious Names
             --------                        ----------------

Uniroyal Chemical Company, Inc.(4)   Crompton Manufacturing
                                     Crompton Manufacturing Company

GT Seed Treatment, Inc.              Mist-O-Matic, Inc.

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

<PAGE>

                                                                         ANNEX E
                                                                              to
                                                              SECURITY AGREEMENT

        DESCRIPTION OF CERTAIN SIGNIFICANT TRANSACTIONS OCCURRING WITHIN
              ONE YEAR PRIOR TO THE DATE OF THE SECURITY AGREEMENT


None.

<PAGE>

                                                                         ANNEX F
                                                                              to
                                                              SECURITY AGREEMENT

                          SCHEDULE OF DEPOSIT ACCOUNTS

<TABLE>
<CAPTION>
NAME OF         DESCRIPTION                 ACCOUNT        NAME OF BANK, ADDRESS
ASSIGNOR        OF DEPOSIT ACCOUNT          NUMBER         AND CONTACT INFORMATION
--------------  --------------------------  -------------  -----------------------
<S>             <C>                         <C>            <C>
Crompton        Crompton Corporation -      910-400-5385   JP Morgan Chase
Corporation     Concentration (Lead A/C)                   1 Chase Manhattan Plaza
                                                           New York, NY 10005

                Crompton -  Payroll         323181929      JP Morgan Chase
                Clearing Account                           1 Chase Manhattan Plaza
                                                           New York, NY 10005

                Crompton Corporation -      601-2-51796    JP Morgan Chase
                Manual Payroll Checks                      1 Chase Manhattan Plaza
                                                           New York, NY 10005

                Crompton Corporation -      601-8-26407    JP Morgan Chase
                Accounts Payable Account                   1 Chase Manhattan Plaza
                                                           New York, NY 10005

                Crompton Electronic         910-2-5289170  JP Morgan Chase
                Receipts Account                           1 Chase Manhattan Plaza
                                                           New York, NY 10005

                Crompton Corporation        910-2-677128   JP Morgan Chase
                International Clearing                     1 Chase Manhattan Plaza
                                                           New York, NY 10005

                Crompton Lock-Box 010642    22661          Mellon Bank
                Chicago                                    One Mellon Center
                                                           Pittsburgh, PA 15258

Davis-          Crompton  Corporation-      601-2-38967    JP Morgan Chase
Standard        Davis Standard Payroll                     1 Chase Manhattan Plaza
Corporation     Acct.                                      New York, NY 10005

                Davis Standard Lock Box     00588001       Fleet Bank
                                                           100 Federal Street
                                                           Boston, MA 02110

Uniroyal        Uniroyal Chemical Co.       40555094       Citibank
Chemical        Inc. - Concentration                       388 Greenwich Street
Company,                                                   New York, NY 10013
Inc.(5)

                Uniroyal Chemical Co.       38828655       Citibank
                Inc. - A/P                                 388 Greenwich Street
                                                           New York, NY 10013

                Uniroyal Chemical Co. -     323889417      JP Morgan Chase
                Wire Transfer Acct.                        1 Chase Manhattan Plaza
                                                           New York, NY 10005

                Manual Deposit Account      50316966       Fleet Bank
                                                           100 Federal Street
                                                           Boston, MA 02110

                Export Sales Documentary    451010567843   ABN AMRO Bank
                Collection                                 55 East 52nd Street
                                                           New York, NY 10055
</TABLE>

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

<PAGE>

                                                                         ANNEX G
                                                                              to
                                                              SECURITY AGREEMENT

              FORM OF CONTROL AGREEMENT REGARDING DEPOSIT ACCOUNTS

        AGREEMENT (as amended, modified, restated and/or supplemented from time
to time, this "Agreement"), dated as of _______ __, ____, among the undersigned
assignor (the "Assignor"), DEUTSCHE BANK AG NEW YORK BRANCH, not in its
individual capacity but solely as Collateral Agent (the "Collateral Agent")
under the Security Agreement (as defined below) and ______ (the "Deposit Account
Bank"), as the bank (as defined in Section 9-102 of the UCC as in effect on the
date hereof in the State of New York (the "UCC")) with which one or more deposit
accounts (as defined in Section 9-102 of the UCC) are maintained by the Assignor
(with all such deposit accounts now or at any time in the future maintained by
the Assignor with the Deposit Account Bank being herein called the "Deposit
Accounts").

                              W I T N E S S E T H :

        WHEREAS, the Assignor, various other assignors and the Collateral Agent
have entered into a Security Agreement, dated as of August 16, 2004 (as amended,
amended and restated, modified or supplemented from time to time, the "Security
Agreement"), under which, among other things, in order to secure the payment of
the Obligations (as defined in the Security Agreement), the Assignor has granted
a security interest to the Collateral Agent for the benefit of the Secured
Creditors (as defined in the Security Agreement) in all of the right, title and
interest of the Assignor in and into any and all deposit accounts (as defined in
Section 9-102 of the UCC) and in all monies, securities, instruments and other
investments deposited therein from time to time (collectively, herein called the
"Collateral"); and

        WHEREAS, the Assignor desires that the Deposit Account Bank enter into
this Agreement in order to establish "control" (as defined in Section 9-104 of
the UCC) by the Collateral Agent in each Deposit Account at any time or from
time to time maintained with the Deposit Account Bank, and to provide for the
rights of the parties under this Agreement with respect to such Deposit
Accounts;

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

        1.      Assignor's Dealings with Deposit Accounts; Notice of Exclusive
Control. Until the Deposit Account Bank shall have received from the Collateral
Agent a Notice of Exclusive Control (as defined below), the Assignor shall be
entitled to present items drawn on and otherwise to withdraw or direct the
disposition of funds from the Deposit Accounts and give instructions in respect
of the Deposit Accounts; provided, however, that the Assignor may not, and the
Deposit Account Bank agrees that it shall not permit the Assignor to, without
the Collateral Agent's prior written consent, close any Deposit Account. If the
Collateral Agent shall give to the Deposit Account Bank a notice of the
Collateral Agent's exclusive control of the

<PAGE>
                                                                         Annex G
                                                                           Page2

Deposit Accounts, which notice states that it is a "Notice of Exclusive Control"
(a "Notice of Exclusive Control"), only the Collateral Agent shall be entitled
to withdraw funds from the Deposit Accounts, to give any instructions in respect
of the Deposit Accounts and any funds held therein or credited thereto or
otherwise to deal with the Deposit Accounts.

        2.      Collateral Agent's Right to Give Instructions as to Deposit
Accounts. (a) Notwithstanding the foregoing or any separate agreement that the
Assignor may have with the Deposit Account Bank, the Collateral Agent shall be
entitled, for purposes of this Agreement, at any time to give the Deposit
Account Bank instructions as to the withdrawal or disposition of any funds from
time to time credited to any Deposit Account, or as to any other matters
relating to any Deposit Account or any other Collateral, without further consent
from the Assignor. The Assignor hereby irrevocably authorizes and instructs the
Deposit Account Bank, and the Deposit Account Bank hereby agrees, to comply with
any such instructions from the Collateral Agent without any further consent from
the Assignor. Such instructions may include the giving of stop payment orders
for any items being presented to any Deposit Account for payment. The Deposit
Account Bank shall be fully entitled to rely on, and shall comply with, such
instructions from the Collateral Agent even if such instructions are contrary to
any instructions or demands that the Assignor may give to the Deposit Account
Bank. In case of any conflict between instructions received by the Deposit
Account Bank from the Collateral Agent and the Assignor, the instructions from
the Collateral Agent shall prevail.

        (b)     It is understood and agreed that the Deposit Account Bank's duty
to comply with instructions from the Collateral Agent regarding the Deposit
Accounts is absolute, and the Deposit Account Bank shall be under no duty or
obligation, nor shall it have the authority, to inquire or determine whether or
not such instructions are in accordance with the Security Agreement or any other
document, nor seek confirmation thereof from the Assignor or any other person.

        3.      Assignor's Exculpation and Indemnification of Depository Bank.
The Assignor hereby irrevocably authorizes and instructs the Deposit Account
Bank to follow instructions from the Collateral Agent regarding the Deposit
Accounts even if the result of following such instructions from the Collateral
Agent is that the Deposit Account Bank dishonors items presented for payment
from any Deposit Account. The Assignor further confirms that the Deposit Account
Bank shall have no liability to the Assignor for wrongful dishonor of such items
in following such instructions from the Collateral Agent. The Deposit Account
Bank shall have no duty to inquire or determine whether the Assignor's
obligations to the Collateral Agent are in default or whether the Collateral
Agent is entitled, under any separate agreement between the Assignor and the
Collateral Agent, to give any such instructions. The Assignor further agrees to
be responsible for the Deposit Account Bank's customary charges and to indemnify
the Deposit Account Bank from and to hold the Deposit Account Bank harmless
against any loss, cost or expense that the Deposit Account Bank may sustain or
incur in acting upon instructions which the Deposit Account Bank believes in
good faith to be instructions from the Collateral Agent.

        4.      Subordination of Security Interests; Deposit Account Bank's
Recourse to Deposit Accounts. The Deposit Account Bank hereby subordinates any
claims and security

<PAGE>
                                                                         Annex G
                                                                           Page3

interests it may have against, or with respect to, any Deposit Account at any
time established or maintained with it by the Assignor (including any amounts,
investments, instruments or other Collateral from time to time on deposit
therein) to the security interests of the Collateral Agent (for the benefit of
the Secured Creditors) therein, and agrees that no amounts shall be charged by
it to, or withheld or set-off or otherwise recouped by it from, any Deposit
Account of the Assignor or any amounts, investments, instruments or other
Collateral from time to time on deposit therein; provided that the Deposit
Account Bank may, however, from time to time debit the Deposit Accounts for any
of its customary charges in maintaining the Deposit Accounts or for
reimbursement for the reversal of any provisional credits granted by the Deposit
Account Bank to any Deposit Account, to the extent, in each case, that the
Assignor has not separately paid or reimbursed the Deposit Account Bank
therefor.(1)

        5.      Representations, Warranties and Covenants of Deposit Account
Bank. The Deposit Account Bank represents and warrants to the Collateral Agent
that:

        (a)     The Deposit Account Bank constitutes a "bank" (as defined in
Section 9-102 of the UCC), that the jurisdiction (determined in accordance with
Section 9-304 of the UCC) of the Deposit Account Bank for purposes of each
Deposit Account maintained by the Assignor with the Deposit Account Bank shall
be one or more States within the United States.

        (b)     The Deposit Account Bank shall not permit any Assignor to
establish any demand, time, savings, passbook or other account with it which
does not constitute a "deposit account" (as defined in Section 9-102 of the
UCC).

        (c)     The account agreements between the Deposit Account Bank and the
Assignor relating to the establishment and general operation of the Deposit
Accounts provide, whether specifically or generally, that the laws of
______________(2) govern secured transactions relating to the Deposit Accounts
and that the Deposit Account Bank's "jurisdiction" for purposes of Section 9-304
of the UCC in respect of the Deposit Accounts is ___________________.(3) The
Deposit Account Bank will not, without the Collateral Agent's prior written
consent, amend any such account agreement so that the Deposit Account Bank's
jurisdiction for purposes of Section 9-304 of the UCC is other than a
jurisdiction permitted pursuant to preceding clause (a). All account agreements
in respect of each Deposit Account in existence on the date hereof are listed on
Annex A hereto and copies of all such account agreements have been furnished to
the Collateral Agent. The Deposit Account Bank will promptly furnish to the
Collateral Agent a copy of the account agreement for each Deposit Account
hereafter established by the Deposit Account Bank for the Assignor.

        (d)     The Deposit Account Bank has not entered and will not enter,
into any agreement with any other person by which the Deposit Account Bank is
obligated to comply

----------
(1)  If the respective Deposit Account Bank is unwilling to agree to this
paragraph, then the Collateral Agent may take the described in Section 3.9 of
the Security Agreement.
(2)  Inserted jurisdiction(s) must be consistent with requirements of preceding
clause (a).
(3)  See footnote 2.

<PAGE>
                                                                         Annex G
                                                                           Page4

with instructions from such other person as to the disposition of funds from any
Deposit Account or other dealings with any Deposit Account or other of the
Collateral.

        (e)     On the date hereof the Deposit Account Bank maintains no Deposit
Accounts for the Assignor other than the Deposit Accounts specifically
identified in Annex A hereto.

        (f)     Any items or funds received by the Deposit Account Bank for the
Assignor's account will be credited to said Deposit Accounts specified in
paragraph (e) above or to any other Deposit Accounts hereafter established by
the Deposit Account Bank for the Assignor in accordance with this Agreement.

        (g)     The Deposit Account Bank will promptly notify the Collateral
Agent of each Deposit Account hereafter established by the Deposit Account Bank
for the Assignor (which notice shall specify the account number of such Deposit
Account and the location at which the Deposit Account is maintained), and each
such new Deposit Account shall be subject to the terms of this Agreement in all
respects.

        6.      Deposit Account Statements and Information. The Deposit Account
Bank agrees, and is hereby authorized and instructed by the Assignor, to furnish
to the Collateral Agent, at its address indicated below and at the Collateral
Agent's written request, copies of all account statements and other information
relating to each Deposit Account that the Deposit Account Bank sends to the
Assignor and to disclose to the Collateral Agent all information requested by
the Collateral Agent regarding any Deposit Account.

        7.      Conflicting Agreements. This Agreement shall have control over
any conflicting agreement between the Deposit Account Bank and the Assignor.

        8.      Merger or Consolidation of Deposit Account Bank. Without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, any bank into which the Deposit Account Bank may be merged or
with which it may be consolidated, or any bank resulting from any merger to
which the Deposit Account Bank shall be a party, shall be the successor of the
Deposit Account Bank hereunder and shall be bound by all provisions hereof which
are binding upon the Deposit Account Bank and shall be deemed to affirm as to
itself all representations and warranties of the Deposit Account Bank contained
herein.

        9.      Notices. (a) All notices and other communications provided for
in this Agreement shall be in writing (including facsimile) and sent to the
intended recipient at its address or telex or facsimile number set forth below:

<PAGE>
                                                                         Annex G
                                                                           Page5

                If to the Collateral Agent, at:

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

                If to the Assignor, at:

                _______________

                _______________

                _______________


                If to the Deposit Account Bank, at:

                _______________

                _______________

                _______________

or, as to any party, to such other address or telex or facsimile number as such
party may designate from time to time by notice to the other parties.

        (b)     Except as otherwise provided herein, all notices and other
communications hereunder shall be delivered by hand or by commercial overnight
courier (delivery charges prepaid), or mailed, postage prepaid, or telexed or
faxed, addressed as aforesaid, and shall be effective (i) three business days
after being deposited in the mail (if mailed), (ii) when delivered (if delivered
by hand or courier) and (iii) or when transmitted with receipt confirmed (if
telexed or faxed); provided that notices to the Collateral Agent shall not be
effective until actually received by it.

        10.     Amendment. This Agreement may not be amended, modified or
supplemented except in writing executed and delivered by all the parties hereto.

        11.     Binding Agreement. This Agreement shall bind the parties hereto
and their successors and assign and shall inure to the benefit of the parties
hereto and their successors and assigns. Without limiting the provisions of the
immediately preceding sentence, the Collateral Agent at any time or from time to
time may designate in writing to the Deposit Account Bank a successor Collateral
Agent (at such time, if any, as such entity becomes the Collateral Agent under
the Security Agreement, or at any time thereafter) who shall thereafter succeed
to the rights of the existing Collateral Agent hereunder and shall be entitled
to all of the rights and benefits provided hereunder.

<PAGE>
                                                                         Annex G
                                                                           Page6

        12.     Continuing Obligations. The rights and powers granted herein to
the Collateral Agent have been granted in order to protect and further perfect
its security interests in the Deposit Accounts and other Collateral and are
powers coupled with an interest and will be affected neither by any purported
revocation by the Assignor of this Agreement or the rights granted to the
Collateral Agent hereunder or by the bankruptcy, insolvency, conservatorship or
receivership of the Assignor or the Deposit Account Bank or by the lapse of
time. The rights of the Collateral Agent hereunder and in respect of the Deposit
Accounts and the other Collateral, and the obligations of the Assignor and
Deposit Account Bank hereunder, shall continue in effect until the security
interests of Collateral Agent in the Deposit Accounts and such other Collateral
have been terminated and the Collateral Agent has notified the Deposit Account
Bank of such termination in writing.

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

        14.     Counterparts. This Agreement may be executed in any number of
counterparts, all of which shall constitute one and the same instrument, and any
party hereto may execute this Agreement by signing and delivering one or more
counterparts.

    [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]

<PAGE>
                                                                         Annex G
                                                                           Page7

        IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement as of the date first written above.

                              Assignor:

                              [NAME OF ASSIGNOR]

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

                              Collateral Agent:

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

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

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

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

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

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

<PAGE>
                                                                         Annex G
                                                                           Page8

                              Deposit Account Bank:

                              [NAME OF DEPOSIT ACCOUNT BANK]

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

<PAGE>

                                                                         ANNEX H
                                                                              to
                                                              SECURITY AGREEMENT

                      DESCRIPTION OF COMMERCIAL TORT CLAIMS

1.      Dow AgroSciences LLC (Plaintiff) vs. Crompton Corporation and Uniroyal
        Chemical Company, Inc.(6) (Defendant). Case No. 1:03-CV-0654-SEB-JPG,
        United States District Court, Southern District of Indiana, Indianapolis
        Division.

        Plaintiff is seeking a declaratory judgment that it is not infringing
        any of Defendant's patents by selling its noviflumuron termiticide
        product and also to declare that Defendant's patents are invalid.
        Defendant has counterclaimed that Plaintiff is infringing defendant's
        patents and that defendant's patents are valid and enforceable.
        Defendant believes that the claim may be worth $20-25 million, but there
        is a lot of uncertainty on that because experts have not yet been
        retained.

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

                               (Graphic Omitted)

<PAGE>

                                                                         ANNEX I
                                                                              to
                                                              SECURITY AGREEMENT

                       SCHEDULE OF MARKS AND APPLICATIONS;
                       INTERNET DOMAIN NAME REGISTRATIONS

1.      MARKS AND APPLICATIONS:

        (a)     Registered Trademarks see Attachment 1.

        (b)     Pending Trademarks see Attachment 2.

2.      INTERNET DOMAIN NAME REGISTRATIONS:

        (a)     Crompton Corporation

        DOMAIN NAME                       REG. DATE   EXPIRATION
        ------------------------------------------------------------------------
        ckwitco.com                       06/01/99    10/20/05
        Cromptonchemical.com              02/28/02    02/28/05
        cromptonchemicals.com             02/28/05    02/28/05
        cromptoncorp.com                  12/11/99    12/11/06
        cromptonsucks.com                 07/18/02    07/18/09
        petadditives.com                  09/27/00    09/27/04
        uniroyalchem.com                  10/30/95    10/29/04
        uniroyalchemical.com              01/30/97    01/31/05
        uniroyal-chemical.com             01/30/97    01/31/05
        witco.com                         11/06/96    11/07/04
        witco-corp.com                    01/03/96    01/02/05
        witcocorporation.com              12/18/95    12/14/04
        witcopolymeradditives.com         09/27/00    09/27/04
        witcoranch.com                    04/16/02    04/16/04 (Renewal past due
                                                       - in redemption period)
        witcovinyladditives.com           09/27/00    09/27/04
        woodfiberplasticcomposites.com    08/30/02    08/30/04
        woodfiber-plasticcomposites.com   08/30/02    08/30/014
        woodfiberplasticscomposites.com   08/30/02    08/30/04
        woodplasticcomposite.com          01/07/02    01/07/05
        woodplasticcomposites.com         01/07/02    01/07/05
        woodplasticscomposites.com        01/07/02    01/07/05
        davisstandard.com                 04/11/97    04/12/06

        (b)     Davis-Standard Corporation

        DOMAIN NAME                       REG. DATE   EXPIRATION
        ------------------------------------------------------------------------
        davisstandard.com                 04/11/97    04/12/06
        davis-standard.com                06/25/97    06/24/06

<PAGE>

                                                                         ANNEX J
                                                                              to
                                                              SECURITY AGREEMENT

                               SCHEDULE OF PATENTS

See Attachment 1.

<PAGE>

                                                                         ANNEX K
                                                                              to
                                                              SECURITY AGREEMENT

                             SCHEDULE OF COPYRIGHTS

None.

<PAGE>

                                                                         ANNEX L
                                                                              to
                                                              SECURITY AGREEMENT

                       FORM OF GRANT OF SECURITY INTEREST
                           IN UNITED STATES TRADEMARKS

FOR GOOD AND VALUABLE CONSIDERATION, receipt and sufficiency of which are hereby
acknowledged, [Name of Grantor], a __________ _________ (the "Grantor") with
principal offices at ____________________________, hereby pledges and grants to
Deutsche Bank AG New York Branch, a duly licensed branch of Deutsche Bank AG, a
banking corporation organized and existing under the laws of the Federal
Republic of Germany, with principal offices at 60 Wall Street, New York, New
York 10005, as collateral agent for the equal and ratable benefit of the Lender
Creditors (as defined in the Security Agreement referred to below) and as
collateral agent for the equal and ratable benefit of the Secured Creditors (as
defined in the Security Agreement referred to below) (in such capacities and (in
either case) together with any successor collateral agent, the "Grantee"), a
continuing security interest in all of the Grantor's right, title and interest
in and to (i) the United States trademarks, trademark registrations and
trademark applications (the "Marks") set forth on Schedule A attached hereto,
(ii) all Proceeds (as such term is defined in the Security Agreement referred to
below) and products of the Marks, (iii) the goodwill of the businesses
symbolized by the Marks and (iv) all causes of action arising prior to or after
the date hereof for infringement of any of the Marks or unfair competition
regarding the same.

THIS GRANT is made to secure the prompt payment and performance when due of all
the Obligations of the Grantor, as such term is defined in the Security
Agreement among the Grantor, the other assignors from time to time party thereto
and the Grantee, dated as of August 16, 2004 (as amended, restated, modified
and/or supplemented from time to time, the "Security Agreement"). Upon the
occurrence of the Termination Date (as defined in the Security Agreement), the
Grantee shall execute, acknowledge, and deliver to the Grantor an instrument in

<PAGE>
                                                                         Annex L
                                                                           Page2

writing releasing the security interest in the Marks acquired under this Grant
and reassigning its interest in the Marks to the Grantor.

This Grant has been granted in conjunction with the security interest granted to
the Grantee under the Security Agreement. The rights and remedies of the Grantee
with respect to the security interest granted herein are as set forth in the
Security Agreement, all terms and provisions of which are incorporated herein by
reference. In the event that any provisions of this Grant are deemed to conflict
with the Security Agreement, the provisions of the Security Agreement shall
govern.

    [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]

<PAGE>
                                                                         Annex L
                                                                           Page3

        IN WITNESS WHEREOF, the undersigned have executed this Grant as of the
____ day of ____________, ____.

                                               [NAME OF GRANTOR], Grantor

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

                                               DEUTSCHE BANK AG NEW YORK BRANCH,
                                                as Collateral Agent and Grantee

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

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

<PAGE>

STATE OF ______________)
                       )  ss.:
COUNTY OF _____________)

On this ____ day of _________, ____, before me personally came ________
________________ who, being by me duly sworn, did state as follows: that [s]he
is ______________ of [Name of Grantor], that [s]he is authorized to execute the
foregoing Grant on behalf of said ____________ and that [s]he did so by
authority of the [Board of Directors] of said ____________.

                                                        ___________________
                                                           Notary Public

<PAGE>

STATE OF ______________)
                       )  ss:
COUNTY OF _____________)

On this ____ day of _________, ____, before me personally came ________
_____________________ who, being by me duly sworn, did state as follows: that
[s]he is __________________ of Deutsche Bank AG New York Branch, that [s]he is
authorized to execute the foregoing Grant on behalf of said corporation and that
[s]he did so by authority of the Board of Directors of said corporation.

                                                        ___________________
                                                           Notary Public

<PAGE>

                                                                      SCHEDULE A

        MARK                      REG. NO.                 REG. DATE
        ----                      --------                 ---------

<PAGE>

                                                                         ANNEX M
                                                                              to
                                                              SECURITY AGREEMENT

                       FORM OF GRANT OF SECURITY INTEREST
                            IN UNITED STATES PATENTS

FOR GOOD AND VALUABLE CONSIDERATION, receipt and sufficiency of which are hereby
acknowledged, [Name of Grantor], a __________ _________ (the "Grantor") with
principal offices at ____________________________, hereby grants to Deutsche
Bank AG New York Branch, a duly licensed branch of Deutsche Bank AG, a banking
corporation organized and existing under the laws of the Federal Republic of
Germany, with principal offices at 60 Wall Street, New York, New York 10005, as
collateral agent for the equal and ratable benefit of the Lender Creditors (as
defined in the Security Agreement referred to below) and as collateral agent for
the equal and ratable benefit of the Secured Creditors (as defined in the
Security Agreement referred to below) (in such capacities and (in either case)
together with any successor collateral agent, the "Grantee"), a continuing
security interest in all of the Grantor's rights, title and interest in and to
(i) the United States patents (the "Patents") set forth on Schedule A attached
hereto, in each case together with (ii) all Proceeds (as such term is defined in
the Security Agreement referred to below) and products of the Patents, and (iii)
all causes of action arising prior to or after the date hereof for infringement
of any of the Patents.

THIS GRANT is made to secure the prompt payment and performance when due of all
the Obligations of the Grantor, as such term is defined in the Security
Agreement among the Grantor, the other assignors from time to time party thereto
and the Grantee, dated as of August 16, 2004 (as amended, restated, modified
and/or supplemented from time to time, the "Security Agreement"). Upon the
occurrence of the Termination Date (as defined in the Security Agreement), the
Grantee shall execute, acknowledge, and deliver to the Grantor an instrument in
writing releasing the security interest in the Patents acquired under this Grant
and reassigning, its interest in the Patents to the Grantor.

<PAGE>
                                                                         Annex M
                                                                           Page2

This Grant has been granted in conjunction with the security interest granted to
the Grantee under the Security Agreement. The rights and remedies of the Grantee
with respect to the security interest granted herein are as set forth in the
Security Agreement, all terms and provisions of which are incorporated herein by
reference. In the event that any provisions of this Grant are deemed to conflict
with the Security Agreement, the provisions of the Security Agreement shall
govern.

    [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]

<PAGE>
                                                                         Annex M
                                                                           Page3

        IN WITNESS WHEREOF, the undersigned have executed this Grant as of the
____ day of ____________, ____.

                                               [NAME OF GRANTOR], Grantor

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

                                               DEUTSCHE BANK AG NEW YORK BRANCH,
                                                 as Collateral Agent and Grantee

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

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

<PAGE>

STATE OF ______________)
                       )  ss:
COUNTY OF______________)

On this ____ day of _________, ____ before me personally came ________
________________ who, being by me duly sworn, did state as follows: that [s]he
is ______________ of [Name of Grantor], that [s]he is authorized to execute the
foregoing Grant on behalf of said ____________ and that [s]he did so by
authority of the Board of Directors of said ____________.

                                                        ___________________
                                                           Notary Public

<PAGE>

STATE OF ______________)
                       )  ss:
COUNTY OF _____________)

On this ____ day of _________, ____, before me personally came ________
_____________________ who, being by me duly sworn, did state as follows: that
[s]he is __________________ of Deutsche Bank AG New York Branch, that [s]he is
authorized to execute the foregoing Grant on behalf of said corporation and that
[s]he did so by authority of the Board of Directors of said corporation.

                                                        ___________________
                                                           Notary Public

<PAGE>

                                                                      SCHEDULE A

        PATENT                    PATENT NO.                ISSUE DATE
        ------                    ----------                ----------

<PAGE>

                                                                         ANNEX N
                                                                              TO
                                                              SECURITY AGREEMENT

                       FORM OF GRANT OF SECURITY INTEREST
                           IN UNITED STATES COPYRIGHTS

        WHEREAS, [Name of Grantor], a _______________ _____________ (the
"Grantor"), having its chief executive office at , , is the owner of all right,
title and interest in and to the United States copyrights and associated United
States copyright registrations and applications for registration set forth in
Schedule A attached hereto;

        WHEREAS, DEUTSCHE BANK AG NEW YORK BRANCH, a duly licensed branch of
Deutsche Bank AG, a banking corporation organized and existing under the laws of
the Federal Republic of Germany, with principal offices at 60 Wall Street, New
York, New York 10005, as collateral agent for the equal and ratable benefit of
the Lender Creditors (as defined in the Security Agreement referred to below)
and as collateral agent for the equal and ratable benefit of the Secured
Creditors (as defined in the Security Agreement referred to below) (in such
capacities and (in either case) together with any successor collateral agent,
the "Grantee"), desires to acquire a continuing security interest in said
copyrights and copyright registrations and applications therefor; and

        WHEREAS, the Grantor is willing to grant to the Grantee a continuing
security interest in the copyrights and copyright registrations and applications
therefor described above to secure the prompt payment and performance when due
of all of the Obligations of the Grantor under the Security Agreement referred
to below.

        NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, and subject to the terms and conditions of the
Security Agreement, dated as of August 16, 2004, made by the Grantor, the other
assignors from time to time party thereto and the Grantee (as amended, restated,
modified and/or supplemented from time to time, the "Security Agreement"), the
Grantor hereby assigns, pledges and grants to the Grantee, as collateral agent
for the equal and ratable benefit of the Lender Creditors and as collateral
agent for the equal and ratable benefit of the Secured Creditors, a continuing
security interest in, the copyrights and copyright registrations and
applications therefor set forth in Schedule A attached hereto.

<PAGE>
                                                                         Annex N
                                                                           Page2

        This Grant has been granted in conjunction with the security interest
granted to the Grantee under the Security Agreement. The rights and remedies of
the Grantee with respect to the security interest granted herein are as set
forth in the Security Agreement, all terms and provisions of which are
incorporated herein by reference. In the event that any provisions of this Grant
are deemed to conflict with the Security Agreement, the provisions of the
Security Agreement shall govern. Upon the occurrence of the Termination Date (as
defined in the Security Agreement), the Grantee shall execute, acknowledge and
deliver to the Grantor an instrument in writing releasing the security interest
in the copyrights and copyright registrations and applications therefor acquired
under this Grant and reassigning its interest in such copyrights and copyright
registrations and applications therefor to the Grantor.

    [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]

<PAGE>
                                                                         Annex N
                                                                           Page3

        IN WITNESS WHEREOF, the undersigned have executed this Grant as of the
____ day of ____________, ____.

                                               [NAME OF GRANTOR], Grantor

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

                                               DEUTSCHE BANK AG NEW YORK BRANCH,
                                                 as Collateral Agent and Grantee

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

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

<PAGE>

STATE OF               )
                       )  ss:
COUNTY OF              )

On this __ day of _________, ____, before me personally came ___________
______________, who being duly sworn, did depose and say that [s]he is
___________________ of [Name of Grantor], that [s]he is authorized to execute
the foregoing Grant on behalf of said corporation and that [s]he did so by
authority of the Board of Directors of said corporation.

                                                        ___________________
                                                           Notary Public

<PAGE>

STATE OF ______________)
                       )  ss.:
COUNTY OF______________)

On this ____ day of _________, ____, before me personally came ________
__________________ who, being by me duly sworn, did state as follows: that [s]he
is __________________ of Deutsche Bank AG New York Branch, that [s]he is
authorized to execute the foregoing Grant on behalf of said __________ and that
[s]he did so by authority of the Board of Directors of said _____________.

                                                        ___________________
                                                           Notary Public

<PAGE>

                                                                         ANNEX O
                                                                              to
                                                              SECURITY AGREEMENT

                              THE COLLATERAL AGENT

        1. Appointment. The Secured Creditors, by their acceptance of the
benefits of the Security Agreement to which this Annex O is attached and each
other Security Document hereby irrevocably designate Deutsche Bank AG New York
Branch (and any successor Collateral Agent) to act as specified herein and
therein. Unless otherwise defined herein, all capitalized terms used herein (x)
and defined in the Security Agreement, are used herein as therein defined and
(y) not defined in the Security Agreement, are used herein as defined in the
Credit Agreement referenced in the Security Agreement. Each Secured Creditor
hereby irrevocable authorizes, and each holder of any Obligation by the
acceptance of such Obligation and by the acceptance of the benefits of the
Security Documents shall be deemed irrevocably to authorize, the Collateral
Agent to take such action on its behalf under the provisions of the Security
Documents and any instruments and agreements referred to therein and to exercise
such powers and to perform such duties thereunder as are specifically delegated
to or required of the Security Documents by the terms thereof and such other
powers as are reasonably incidental thereto. The Collateral Agent may perform
any of its duties hereunder or thereunder by or through its authorized agents,
sub-agents or employees.

        2. Nature of Duties. (a) The Collateral Agent shall have no duties or
responsibilities except those expressly set forth herein and in the Security
Documents. The duties of the Collateral Agent shall be mechanical and
administrative in nature; the Collateral Agent shall not have by reason of this
Agreement or any other Secured Debt Agreement a fiduciary relationship in
respect of any Secured Creditor; and nothing in this Agreement or any other
Secured Debt Agreement, expressed or implied, is intended to or shall be so
construed as to impose upon the Collateral Agent any obligations in respect of
the Security Documents except as expressly set forth herein and therein.

        (b) The Collateral Agent shall not be responsible for insuring the
Collateral or for the payment of taxes, charges or assessments or discharging of
Liens upon the collateral or otherwise as to the maintenance of the Collateral.

        (c) The Collateral Agent shall not be required to ascertain or inquire
as to the performance by any Assignor of any of the covenants or agreements
contained in the Security Agreement or any other Secured Debt Agreement.

        (d) The Collateral Agent shall be under no obligation or duty to take
any action under, or with respect to, any Security Document if taking such
action (i) would subject the Collateral Agent to a tax in any jurisdiction where
it is not then subject to a tax or (ii) would require the Collateral Agent to
qualify to do business, or obtain any license, in any jurisdiction where it is
not then so qualified or licensed or (iii) would subject the Collateral Agent to
in personam jurisdiction in any locations where it is not then so subject.

        (e) Notwithstanding any other provision of this Annex O, neither the
Collateral Agent nor any of its officers, directors, employees, affiliates or
agents shall, in each case in its individual capacity, be personally liable for
any action taken or omitted to be taken by

<PAGE>
                                                                         Annex O
                                                                           Page2

it in accordance with, or pursuant to this Annex O or any Security Document
except for its own gross negligence or willful misconduct (as determined in a
final, non-appealable decision by a court of competent jurisdiction).

        3. Lack of Reliance on the Collateral Agent. Independently and without
reliance upon the Collateral Agent, each Secured Creditor, to the extent it
deems appropriate, has made and shall continue to make (i) its own independent
investigation of the financial condition and affairs of each Assignor and its
Subsidiaries in connection with the making and the continuance of the
Obligations and the taking or not taking of any action in connection therewith,
and (ii) its own appraisal of the creditworthiness of each Assignor and its
Subsidiaries, and the Collateral Agent shall have no duty or responsibility,
either initially or on a continuing basis, to provide any Secured Creditor with
any credit or other information with respect thereto, whether coming into its
possession before the extension of any Obligations or the purchase of any notes
or at any time or times thereafter. The Collateral Agent shall not be
responsible in any manner whatsoever to any Secured Creditor for the correctness
of any recitals, statements, information, representations or warranties herein
or in any document, certificate or other writing delivered in connection
herewith or for the execution, effectiveness, genuineness, validity,
enforceability, perfection, collectibility, priority or sufficiency of any
Security Document or the security interests granted hereunder or the financial
condition of any Assignor or any Subsidiary of any Assignor or be required to
make any inquiry concerning either the performance or observance of any of the
terms, provisions or conditions of the Security Agreement, or the financial
condition of any Assignor or any Subsidiary of any Assignor, or the existence or
possible existence of any default or event of default. The Collateral Agent
makes no representations as to the value or condition of the Collateral or any
part thereof, or as to the title of any Assignor thereto or as to the security
afforded by any Security Document.

        4. Certain Rights of the Collateral Agent. (a) No Secured Creditor shall
have the right to cause the Collateral Agent to take any action with respect to
the Collateral, with only the Required Secured Creditors having the right to
direct the Collateral Agent to take any such action. If the Collateral Agent
shall request instructions from the Required Secured Creditors, with respect to
any act or action (including failure to act) in connection with any Security
Document, the Collateral Agent shall be entitled to refrain from such act or
taking such action unless and until it shall have received instructions from the
Required Secured Creditors and to the extent requested, appropriate
indemnification in respect of actions to be taken, and the Collateral Agent
shall not incur liability to any Person by reason of so refraining. Without
limiting the foregoing, no Secured Creditor shall have any right of action
whatsoever against the Collateral Agent as a result of the Collateral Agent
acting or refraining from acting hereunder in accordance with the instructions
of the Required Secured Creditors. Notwithstanding anything to the contrary
contained above in this Section 4(a), if at any time the principal of any
Obligations secured by the Security Documents has been accelerated, or the final
maturity date with respect to any such principal Obligations has occurred, and
as a result thereof one or more payment Events of Default (where the aggregate
principal amount of such Obligations accelerated or not paid at final maturity
equals or exceeds $50,000,000), which payment Events of Default shall have
continued in existence for at least 90 consecutive days after the date of such
acceleration or final maturity, and the Required Secured Creditors at such time
(determined without regard to this sentence) have not directed the Collateral
Agent to commence enforcement proceedings pursuant to any of the Security
Documents, then so long as such payment Event of

<PAGE>
                                                                         Annex O
                                                                           Page3

Default is continuing the Secured Creditors holding at least a majority of the
outstanding Obligations secured hereby subject to such payment Event of Default
shall constitute the Required Secured Creditors for purposes of causing the
Collateral Asset to commence enforcement proceedings pursuant to the Security
Documents, provided that in such event the Secured Creditors who would
constitute the Required Secured Creditors in the absence of this sentence shall
have the right to direct the manner and method of enforcement so long as such
directions do not materially delay or impair the taking of enforcement action.

        (b) Notwithstanding anything to the contrary contained herein, the
Collateral Agent is authorized, but not obligated, (i) to take any action
reasonably required to perfect or continue the perfection of the liens on the
Collateral for the benefit of the Secured Creditors and (ii) when instructions
from the Required Secured Creditors have been requested by the Collateral Agent
but have not yet been received, to take any action which the Collateral Agent,
in good faith, believes to be reasonably required to promote and protect the
interests of the Secured Creditors in the Collateral; provided that once
instructions have been received, the actions of the Collateral Agent shall be
governed thereby and the Collateral Agent shall not take any further action
which would be contrary thereto.

        (c) Notwithstanding anything to the contrary contained herein or in any
other Security Document, the Collateral Agent shall not be required to take any
action that exposes or, in the good faith judgment of the Collateral Agent may
expose, the Collateral Agent or its officers, directors, agents or employees to
personal liability, unless the Collateral Agent shall be adequately indemnified
as provided herein, or that is, or in the good faith judgment of the Collateral
Agent may be, contrary to any Security Document, any other Secured Debt Document
or applicable law.

        5. Reliance. The Collateral Agent shall be entitled to rely, and shall
be fully protected in relying, upon any note, writing, resolution, notice,
statement, certificate, telex, teletype or telescopes message, cablegram,
radiogram, order or other document or telephone message signed, sent or made by
the proper Person or entity, and, with respect to all legal matters pertaining
hereto or to any Security Document and its duties thereunder and hereunder, upon
advice of counsel selected by it.

        6. Indemnification. To the extent the Collateral Agent is not reimbursed
and indemnified by the Assignors under the Security Documents, the Secured
Creditors (other than the Existing Senior Noteholders) will reimburse and
indemnify the Collateral Agent, in proportion to their respective outstanding
principal amounts (including, for this purpose, the Stated Amount of outstanding
Letters of Credit of Obligations, for and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever which may be imposed
on, incurred by or asserted against the Collateral Agent in performing its
duties hereunder, or in any way relating to or arising out of its actions as
Collateral Agent in respect of any Security Documents except for those resulting
solely from the Collateral Agent's own gross negligence or willful misconduct
(as determined in a final, non-appealable decision by a court of competent
jurisdiction). The indemnities set forth in this Section 6 shall survive the
repayment of all Obligations, with the respective indemnification at such time
to be based upon the outstanding principal amounts (determined as described
above) of Obligations at the time of the respective occurrence upon which the
claim

<PAGE>
                                                                         Annex O
                                                                           Page4

against the Collateral Agent is based or, if same is not reasonably
determinable, based upon the outstanding principal amounts (determined as
described above) of Obligations as in effect immediately prior to the
termination of the Security Documents. The indemnities set forth in this Section
6 are in addition to any indemnities provided by the Lenders to the Collateral
Agent pursuant to the Credit Agreement, with the effect being that the Lenders
shall be responsible for indemnifying the Collateral Agent to the extent the
Collateral Agent does not receive payments pursuant to this Section 6 from the
Secured Creditors (although in such event, and upon the payment in full of all
such amounts owing to the Collateral Agent by the Lenders, the Lenders shall be
subrogated to any rights of the Collateral Agent to receive payment from the
Secured Creditors).

        7. The Collateral Agent in its Individual Capacity. With respect to its
obligations as a lender under the Credit Agreement and any other Credit
Documents to which the Collateral Agent is a party, and to act as agent under
one or more of such Credit Documents, the Collateral Agent shall have the rights
and powers specified therein and herein for a "Lender", and may exercise the
same rights and powers as though it were not performing the duties specified
herein; and the terms "Lenders," "Required Lenders," "holders of Notes," or any
similar terms shall, unless the context clearly otherwise indicates, include the
Collateral Agent in its individual capacity. The Collateral 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 any Assignor
or any Affiliate or Subsidiary of any Assignor as if it were not performing the
duties specified herein or in the other Credit Documents, and may accept fees
and other consideration from the Assignors for services in connection with the
Credit Agreement, the other Credit Documents and otherwise without having to
account for the same to the Secured Creditors.

        8. Holders. The Collateral Agent may deem and treat the payee of any
note as the owner thereof for all purposes hereof unless and until written
notice of the assignment, transfer or endorsement thereof, as the case may be,
shall have been filed with the Collateral Agent. 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 final and
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.

        9. Resignation by the Collateral Agent. (a) The Collateral Agent may
resign from the performance of all of its functions and duties hereunder and
under the Security Documents at any time by giving 15 Business Days' prior or
written notice to the Borrower, the Lender Creditors, the Hedging Creditors, the
Additional Secured Creditors and the Trustee. Such resignation shall take effect
upon the appointment of a successor Collateral Agent pursuant to clause (b) or
(c) below.

        (b) If a successor Collateral Agent shall not have been appointed within
said 15 Business Day period by the Required Secured Creditors, the Collateral
Agent, with the consent of the Borrower, which consent shall not be unreasonably
withheld or delayed, shall then appoint a successor Collateral Agent who shall
serve as Collateral Agent hereunder or thereunder until such time, if any, as
the Required Secured Creditors appoint a successor Collateral Agent as provided
above.

<PAGE>
                                                                         Annex O
                                                                           Page5

        (c) If no successor Collateral Agent has been appointed pursuant to
clause (b) above by the 15th Business Day after the date of such notice of
resignation was given by the Collateral Agent, as a result of a failure by the
Borrower to consent to the appointment of such a successor Collateral Agent, the
Required Secured Creditors shall then appoint a successor Collateral Agent who
shall serve as Collateral Agent hereunder or thereunder until such time, if any,
as the Required Secured Creditors appoint a successor Collateral Agent as
provided above.

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                        PAGE
                                                                                                        ----
<S>                                                                                                       <C>
ARTICLE I      SECURITY INTERESTS..........................................................................3

     1.1    Grant of Security Interests....................................................................3
     1.2    Power of Attorney..............................................................................6

ARTICLE II     GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS...........................................6

     2.1    Necessary Filings..............................................................................6
     2.2    No Liens.......................................................................................7
     2.3    Other Financing Statements.....................................................................7
     2.4    Chief Executive Office, Record Locations.......................................................7
     2.5    Location of Inventory and Equipment............................................................7
     2.6    Legal Names; Type of Organization (and Whether a Registered Organization and/or a
            Transmitting Utility); Jurisdiction of Organization; Location; Organizational
            Identification Numbers; Changes Thereto; etc...................................................8
     2.7    Trade Names; Etc...............................................................................8
     2.8    Certain Significant Transactions...............................................................8
     2.9    Non-UCC Property...............................................................................9
     2.10   As-Extracted Collateral; Timber-to-be-Cut......................................................9
     2.11   Recourse.......................................................................................9

ARTICLE III    SPECIAL PROVISIONS CONCERNING ACCOUNTS; CONTRACT RIGHTS; INSTRUMENTS;
               CHATTEL PAPER AND CERTAIN OTHER COLLATERAL..................................................9

     3.1    Maintenance of Records........................................................................10
     3.2    Direction to Account Debtors; Contracting Parties; etc........................................10
     3.3    Modification of Terms; etc....................................................................10
     3.4    Collection....................................................................................11
     3.5    Instruments...................................................................................11
     3.6    Assignors Remain Liable Under Accounts........................................................11
     3.7    Assignors Remain Liable Under Contracts.......................................................12
     3.8    Deposit Accounts; Etc.........................................................................12
     3.9    Letter-of-Credit Rights.......................................................................13
     3.10   Commercial Tort Claims........................................................................14
     3.11   Chattel Paper.................................................................................14
     3.12   Further Actions...............................................................................14

ARTICLE IV     SPECIAL PROVISIONS CONCERNING TRADEMARKS AND DOMAIN NAMES..................................14

     4.1    Additional Representations and Warranties.....................................................14
     4.2    Licenses and Assignments......................................................................15
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                       <C>
     4.3    Infringements.................................................................................15
     4.4    Preservation of Marks and Domain Names........................................................15
     4.5    Maintenance of Registration...................................................................15
     4.6    Future Registered Marks and Domain Names......................................................16
     4.7    Remedies......................................................................................16

ARTICLE V      SPECIAL PROVISIONS CONCERNING PATENTS, COPYRIGHTS AND TRADE SECRETS........................16

     5.1    Additional Representations and Warranties.....................................................16
     5.2    Licenses and Assignments......................................................................17
     5.3    Infringements.................................................................................17
     5.4    Maintenance of Patents or Copyrights..........................................................17
     5.5    Prosecution of Patent or Copyright Applications...............................................18
     5.6    Other Patents and Copyrights..................................................................18
     5.7    Remedies......................................................................................18

ARTICLE VI     PROVISIONS CONCERNING ALL COLLATERAL.......................................................18

     6.1    Protection of Collateral Agent's Security.....................................................18
     6.2    Warehouse Receipts Non-Negotiable.............................................................19
     6.3    Additional Information........................................................................19
     6.4    Further Actions...............................................................................19
     6.5    Financing Statements..........................................................................19
     6.6    Acknowledgment................................................................................20

ARTICLE VII    REMEDIES UPON OCCURRENCE OF AN EVENT OF DEFAULT............................................20

     7.1    Remedies; Obtaining the Collateral Upon Default...............................................20
     7.2    Remedies; Disposition of the Collateral.......................................................21
     7.3    Waiver of Claims..............................................................................22
     7.4    Application of Proceeds.......................................................................23
     7.5    Remedies Cumulative...........................................................................25
     7.6    Discontinuance of Proceedings.................................................................26

ARTICLE VIII   INDEMNITY..................................................................................26

     8.1    Indemnity.....................................................................................26
     8.2    Indemnity Obligations Secured by Collateral; Survival.........................................27

ARTICLE IX     DEFINITIONS................................................................................28

ARTICLE X      MISCELLANEOUS..............................................................................37

     10.1   Notices.......................................................................................37
     10.2   Waiver; Amendment.............................................................................38
     10.3   Obligations Absolute..........................................................................39
     10.4   Successors and Assigns........................................................................39
     10.5   Headings Descriptive..........................................................................39
</TABLE>

<PAGE>

<TABLE>
     <S>                                                                                                  <C>
     10.6   GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL........................40
     10.7   Assignor's Duties.............................................................................41
     10.8   Termination; Release..........................................................................41
     10.9   Counterparts..................................................................................42
     10.10  Severability..................................................................................42
     10.11  The Collateral Agent and the other Secured Creditors..........................................43
     10.12  Additional Assignors..........................................................................43
     10.13  Limited Obligations...........................................................................43
</TABLE>

<TABLE>
<S>         <C>
ANNEX A     Schedule of Chief Executive Offices Address(es) of Chief Executive Office
ANNEX B     Schedule of Inventory and Equipment Locations
ANNEX C     Schedule of Legal Names, Type of Organization  (and Whether a Registered  Organization  and/or
            a Transmitting Utility),  Jurisdiction of Organization,  Location and Organizational
            Identification Numbers
ANNEX D     Schedule of Trade and Fictitious Names
ANNEX E     Description of Certain Significant Transactions Occurring Within One Year Prior to the Date of
            the Security Agreement
ANNEX F     Schedule of Deposit Accounts
ANNEX G     Form of Control Agreement Regarding Deposit Accounts
ANNEX H     Schedule of Commercial Tort Claims
ANNEX I     Schedule of Marks and Applications; Internet Domain Name Registrations
ANNEX J     Schedule of Patents
ANNEX K     Schedule of Copyrights
ANNEX L     Form of Grant of Security Interest in United States Trademarks
ANNEX M     Form of Grant of Security Interest in United States Patents
ANNEX N     Form of Grant of Security Interest in United States Copyrights
ANNEX O     The Collateral Agent
</TABLE>

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