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                                                                   EXHIBIT 10.46

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                          REGISTRATION RIGHTS AGREEMENT

                           Dated as of August 16, 2004

                                      Among

                              CROMPTON CORPORATION

                                       and

                           THE GUARANTORS NAMED HEREIN

                                   as Issuers,

                                       and

                         DEUTSCHE BANK SECURITIES INC.,
                         BANK OF AMERICA SECURITIES LLC,
                         CITIGROUP GLOBAL MARKETS INC.,
                         CREDIT SUISSE FIRST BOSTON, LLC

                              as Initial Purchasers

                    $375,000,000 9-7/8% Senior Notes due 2012

                    $225,000,000 Floating Rate Notes due 2010

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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
1.   Definitions...............................................................1

2.   Exchange Offer............................................................5

3.   Shelf Registration........................................................9

4.   Additional Interest......................................................11

5.   Registration Procedures..................................................13

6.   Registration Expenses....................................................22

7.   Indemnification and Contribution.........................................23

8.   Rules 144 and 144A.......................................................27

9.   Underwritten Registrations...............................................27

10.  Miscellaneous............................................................28

                                      -i-
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                          REGISTRATION RIGHTS AGREEMENT

                This Registration Rights Agreement (this "Agreement") is dated
as of August 16, 2004, among CROMPTON CORPORATION, a Delaware corporation (the
"Company"), and the subsidiaries of the Company listed on Schedule I attached
hereto (collectively, and together with any entity that in the future executes a
supplemental indenture pursuant to which such entity agrees to guarantee the
Notes (as hereinafter defined), the "Guarantors," and together with the Company,
the "Issuers"), DEUTSCHE BANK SECURITIES INC., BANK OF AMERICA SECURITIES LLC,
CITIGROUP GLOBAL MARKETS INC. and CREDIT SUISSE FIRST BOSTON LLC as initial
purchasers (collectively, the "Initial Purchasers").

                This Agreement is entered into in connection with the Purchase
Agreement by and among the Issuers and the Initial Purchasers, dated as of
August 3, 2004 (the "Purchase Agreement"), which provides for, among other
things, the sale by the Company to the Initial Purchasers of (i) $375,000,000
aggregate principal amount of the Company's 9-7/8% Senior Notes due 2012 (the
"Fixed Rate Notes") and (ii) $225,000,000 aggregate principal amount of the
Company's Floating Rate Notes due 2010 (the "Floating Rate Notes" and, together
with the Fixed Rate Notes, the "Notes"), each guaranteed on an unsecured senior
basis by the Guarantors (the "Guarantees"). References herein to the
"Securities" refer to the Notes and the Guarantees, collectively. In order to
induce the Initial Purchasers to enter into the Purchase Agreement, the Issuers
have agreed to provide the registration rights set forth in this Agreement for
the benefit of the Initial Purchasers and any subsequent holder or holders of
the Notes. The execution and delivery of this Agreement is a condition to the
Initial Purchasers' obligation to purchase the Notes under the Purchase
Agreement.

                The parties hereby agree as follows:

        1.      Definitions

                As used in this Agreement, the following terms shall have the
following meanings:

                Additional Interest: See Section 4(a) hereof.

                Advice: See the last paragraph of Section 5 hereof.

                Agreement: See the introductory paragraphs hereto.

                Applicable Period: See Section 2(b) hereof.

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                Business Day: Any day that is not a Saturday, Sunday or a day on
which banking institutions in New York are authorized or required by law to be
closed.

                Company: See the introductory paragraphs hereto.

                Effectiveness Date: With respect to (i) the Exchange Offer
Registration Statement, the 180th day after the Issue Date and (ii) any Shelf
Registration Statement, the 90th day after the Filing Date with respect thereto;
provided, however, that if the Effectiveness Date would otherwise fall on a day
that is not a Business Day, then the Effectiveness Date shall be the next
succeeding Business Day.

                Effectiveness Period: See Section 3(a) hereof.

                Event Date: See Section 4(b) hereof.

                Exchange Act: The Securities Exchange Act of 1934, as amended,
and the rules and regulations of the SEC promulgated thereunder.

                Exchange Notes: See Section 2(a) hereof.

                Exchange Offer: See Section 2(a) hereof.

                Exchange Offer Registration Statement: See Section 2(a) hereof.

                Exchange Securities: shall mean the Exchange Notes together with
the unconditional Guarantees of the Exchange Notes made by the Guarantors.

                Filing Date: (A) If no Registration Statement has been filed by
the Company pursuant to this Agreement, the 90th day after the Issue Date; and
(B) in any other case (which may be applicable notwithstanding the consummation
of the Exchange Offer), the 90th day after the delivery of a Shelf Notice
pursuant to Section 2(c) hereof; provided, however, that if the Filing Date
would otherwise fall on a day that is not a Business Day, then the Filing Date
shall be the next succeeding Business Day.

                Fixed Rate Notes: See the introductory paragraphs hereto.

                Fixed Rate Securities Indenture: The indenture, dated as of
August 16, 2004, by and among the Company, the Guarantors and the Trustee,
pursuant to which the Fixed Rate Notes and the unconditional Guarantee of the
Fixed Rate Notes are being issued, as amended or supplemented from time to time
in accordance with the terms thereof.

                Floating Rate Notes: See the introductory paragraphs hereto.

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                                       -3-

                Floating Rate Securities Indenture: The indenture, dated as of
August 16, 2004, by and among the Company, the Guarantors, the Trustee, pursuant
to which the Floating Rate Notes and the unconditional Guarantee of the Floating
Rate Notes are being issued, as amended or supplemented from time to time in
accordance with the terms thereof.

                Guarantees: See the introductory paragraphs hereto.

                Guarantors: See the introductory paragraphs hereto.

                Holder: Any holder of a Registrable Note or Registrable
Securities.

                Indentures: The Fixed Rate Securities Indenture and the Floating
Rate Securities Indenture.

                Information: See Section 5(o) hereof.

                Initial Purchasers: See the introductory paragraphs hereto.

                Initial Shelf Registration: See Section 3(a) hereof.

                Inspectors: See Section 5(o) hereof.

                Issue Date: August 16, 2004, the date of original issuance of
the Notes.

                Issuers: See the introductory paragraphs hereto.

                NASD: See Section 5(s) hereof.

                Notes: See the introductory paragraphs hereto.

                Participant: See Section 7(a) hereof.

                Participating Broker-Dealer: See Section 2(b) hereof.

                Person: An individual, trustee, corporation, partnership,
limited liability company, joint stock company, trust, unincorporated
association, union, business association, firm or other legal entity.

                Private Exchange: See Section 2(b) hereof.

                Private Exchange Notes: See Section 2(b) hereof.

                Private Exchange Securities: shall mean the Exchange Notes
together with the unconditional guarantees of the Private Exchange Notes made by
the Guarantors.

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                                       -4-

                Prospectus: The prospectus included in any Registration
Statement (including, without limitation, any prospectus subject to completion
and a prospectus that includes any information previously omitted from a
prospectus filed as part of an effective registration statement in reliance upon
Rule 430A under the Securities Act and any term sheet filed pursuant to Rule 434
under the Securities Act), as amended or supplemented by any prospectus
supplement, and all other amendments and supplements to the Prospectus,
including post-effective amendments, and all material incorporated by reference
or deemed to be incorporated by reference in such Prospectus.

                Purchase Agreement: See the introductory paragraphs hereof.

                Records: See Section 5(o) hereof.

                Registrable Securities: Each Security upon its original issuance
and, at all times subsequent thereto, each Exchange Security as to which Section
2(c)(iv) hereof is applicable upon original issuance and at all times subsequent
thereto and each Private Exchange Security upon original issuance thereof and at
all times subsequent thereto, until, in each case, the earliest to occur of (i)
a Registration Statement (other than, with respect to any Exchange Security as
to which Section 2(c)(iv) hereof is applicable, the Exchange Offer Registration
Statement) covering such Security, Exchange Security or Private Exchange
Security has been declared effective by the SEC and such Security, Exchange
Security or such Private Exchange Security, as the case may be, has been
disposed of in accordance with such effective Registration Statement, (ii) such
Security has been exchanged pursuant to the Exchange Offer for an Exchange
Security or Exchange Securities that may be resold without restriction under
state and federal securities laws, (iii) such Security, Exchange Security or
Private Exchange Security, as the case may be, ceases to be outstanding for
purposes of any Indenture or (iv) such Security, Exchange Security or Private
Exchange Security, as the case may be, may be resold without restriction
pursuant to Rule 144(k) (as amended or replaced) under the Securities Act.

                Registration Statement: Any registration statement of the
Company that covers any of the Securities, the Exchange Securities or the
Private Exchange Securities filed with the SEC under the Securities Act,
including the Prospectus, amendments and supplements to such registration
statement, including post-effective amendments, all exhibits, and all material
incorporated by reference or deemed to be incorporated by reference in such
registration statement.

                Rule 144: Rule 144 under the Securities Act.

                Rule 144A: Rule 144A under the Securities Act.

                Rule 405: Rule 405 under the Securities Act.

                Rule 415: Rule 415 under the Securities Act.

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                                       -5-

                Rule 424: Rule 424 under the Securities Act.

                SEC: The U.S. Securities and Exchange Commission.

                Securities: See the introductory paragraphs hereto.

                Securities Act: The Securities Act of 1933, as amended, and the
rules and regulations of the SEC promulgated thereunder.

                Shelf Notice: See Section 2(c) hereof.

                Shelf Registration: See Section 3(b) hereof.

                Shelf Registration Statement: Any Registration Statement
relating to a Shelf Registration.

                Shelf Suspension Period: See Section 3(a) hereof.

                Subsequent Shelf Registration: See Section 3(b) hereof.

                TIA: The Trust Indenture Act of 1939, as amended.

                Trustee: Wells Fargo Bank, National Association, as trustee
under the Indentures and the trustee (if any) under any indenture governing the
Exchange Securities and Private Exchange Securities.

                Underwritten registration or underwritten offering: A
registration in which securities of the Company are sold to an underwriter for
reoffering to the public.

                Except as otherwise specifically provided, all references in
this Agreement to acts, laws, statutes, rules, regulations, releases, forms,
no-action letters and other regulatory requirements (collectively, "Regulatory
Requirements") shall be deemed to refer also to any amendments thereto and all
subsequent Regulatory Requirements adopted as a replacement thereto having
substantially the same effect therewith; provided that Rule 144 shall not be
deemed to amend or replace Rule 144A.

        2.      Exchange Offer

                (a)     Unless the Exchange Offer would violate applicable law
or any applicable interpretation of the staff of the SEC, the Issuers shall file
with the SEC, no later than the Filing Date, one or more Registration Statements
(each, an "Exchange Offer Registration Statement") on an appropriate
registration form with respect to a registered offer (the "Exchange Offer") to
exchange any and all of each series of Registrable Securities for a like
aggregate principal amount of debt securities of the Company (the "Exchange
Notes"), guaranteed

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                                       -6-

on an unsecured senior basis by the Guarantors, that are identical in all
material respects to each such series of Securities, except that (i) the
Exchange Securities shall contain no restrictive legend thereon and (ii)
interest thereon shall accrue from the last date on which interest was paid on
the Securities of such series or, if no such interest has been paid, from the
Issue Date, and which are entitled to the benefits of the applicable Indenture
pursuant to which the Securities were issued. The Exchange Offer shall comply
with all applicable tender offer rules and regulations under the Exchange Act
and other normally applicable laws. The Issuers shall (x) cause the Exchange
Offer Registration Statement to be declared effective under the Securities Act
on or before the Effectiveness Date; (y) keep the Exchange Offer open for at
least 30 days (or longer if required by applicable law) after the date that
notice of the Exchange Offer is mailed to Holders; and (z) consummate the
Exchange Offer on or prior to the 210th day following the Issue Date (unless
such date is not a Business Day, then the next succeeding Business Day).

                Each Holder (including, without limitation, each Participating
Broker-Dealer) who participates in the Exchange Offer will be required to
represent to the Issuers in writing (which may be contained in the applicable
letter of transmittal) that: (i) any Exchange Securities acquired in exchange
for Registrable Securities tendered are being acquired in the ordinary course of
business of the Person receiving such Exchange Securities, whether or not such
recipient is such Holder itself; (ii) at the time of the commencement or
consummation of the Exchange Offer neither such Holder nor, to the actual
knowledge of such Holder, any other Person receiving Exchange Securities from
such Holder has an arrangement or understanding with any Person to participate
in the distribution (within the meaning of the Securities Act) of the Exchange
Securities in violation of the provisions of the Securities Act; (iii) neither
the Holder nor, to the actual knowledge of such Holder, any other Person
receiving Exchange Securities from such Holder is an "affiliate" (as defined in
Rule 405) of the Company; (iv) if such Holder is not a broker-dealer, it is not
engaging in nor intends to engage in a distribution of the Exchange Securities;
and (v) if such Holder is a Participating Broker-Dealer, that will receive the
Exchange Notes for its own account in exchange for Notes that were acquired as a
result of market-making or other trading activities and that it will deliver a
prospectus in connection with any resale of such Exchange Notes.

                Upon consummation of the Exchange Offer in accordance with this
Section 2, the provisions of this Agreement shall continue to apply, mutatis
mutandis, solely with respect to Registrable Securities that are Private
Exchange Securities, Exchange Securities as to which Section 2(c)(iv) is
applicable and Exchange Securities held by Participating Broker-Dealers, and the
Company shall have no further obligation to register Registrable Securities
(other than Private Exchange Securities, Exchange Securities as to which clause
2(c)(iv) hereof applies and Exchange Securities held by Participating
Broker-Dealers) pursuant to Section 3 hereof.

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                No securities other than the Exchange Securities shall be
included in the Exchange Offer Registration Statement.

                (b)     The Issuers shall include within the Prospectus
contained in the Exchange Offer Registration Statement a section entitled "Plan
of Distribution," reasonably acceptable to the Initial Purchasers, which shall
contain a summary statement of the positions taken or policies made by the staff
of the SEC with respect to the potential "underwriter" status of any
broker-dealer that is the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act) of Exchange Securities received by such broker-dealer in the
Exchange Offer (a "Participating Broker-Dealer"), whether such positions or
policies have been publicly disseminated by the staff of the SEC or such
positions or policies represent the prevailing views of the staff of the SEC.
Such "Plan of Distribution" section shall also expressly permit, to the extent
permitted by applicable policies and regulations of the SEC, the use of the
Prospectus by all Persons subject to the prospectus delivery requirements of the
Securities Act, including, to the extent permitted by applicable policies and
regulations of the SEC, all Participating Broker-Dealers, and include a
statement describing the means by which Participating Broker-Dealers may resell
the Exchange Securities in compliance with the Securities Act.

                The Issuers shall use their reasonable best efforts to keep the
Exchange Offer Registration Statement effective and to amend and supplement the
Prospectus contained therein in order to permit such Prospectus to be lawfully
delivered by all Persons subject to the prospectus delivery requirements of the
Securities Act for such period of time as is necessary to comply with applicable
law in connection with any resale of the Exchange Securities; provided, however,
that such period shall not be required to exceed 90 days or such longer period
if extended pursuant to the last paragraph of Section 5 hereof or such time as
such Participating Broker-Dealer no longer owns any Registrable Securities (the
"Applicable Period").

                If, prior to consummation of the Exchange Offer, the Initial
Purchasers hold any Notes acquired by them that have the status of an unsold
allotment in the initial distribution, the Company, upon the request of the
Initial Purchasers, shall simultaneously with the delivery of the Exchange Notes
issue and deliver to the Initial Purchasers, in exchange (the "Private
Exchange") for such Notes held by any such Holder, a like principal amount of
notes (the "Private Exchange Notes") of the Company that shall be guaranteed by
the Guarantors and are identical in all material respects to the Exchange Notes
except for the placement of a restrictive legend on such Private Exchange Notes.
The Private Exchange Notes shall be issued pursuant to the same indentures as
the Exchange Notes and bear the same CUSIP number as the Exchange Notes if
permitted by the CUSIP Service Bureau and DTC.

                In connection with the Exchange Offer, the Issuers shall:

                (1)     mail, or cause to be mailed, to each Holder of record
        entitled to participate in the Exchange Offer a copy of the Prospectus
        forming part of the Exchange Offer

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                                       -8-

        Registration Statement, together with an appropriate letter of
        transmittal and related documents;

                (2)     use their respective reasonable best efforts to keep the
        Exchange Offer open for not less than 30 days after the date that notice
        of the Exchange Offer is mailed to Holders (or longer if required by
        applicable law);

                (3)     utilize the services of a depositary for the Exchange
        Offer with an address in the Borough of Manhattan, The City of New York;

                (4)     permit Holders to withdraw tendered Notes at any time
        prior to the close of business, New York time, on the last Business Day
        on which the Exchange Offer remains open; and

                (5)     otherwise comply in all material respects with all
        applicable laws, rules and regulations.

                As soon as reasonably practicable after the close of the
Exchange Offer and the Private Exchange, if any, the Issuers shall:

                (1)     accept for exchange all Registrable Securities validly
        tendered and not validly withdrawn pursuant to the Exchange Offer and
        the Private Exchange, if any;

                (2)     deliver to the Trustee for cancellation all Registrable
        Securities so accepted for exchange; and

                (3)     cause the Trustee to authenticate and deliver promptly
        to each Holder of Securities, Private Exchange Securities or Exchange
        Securities, as the case may be, equal in principal amount to the
        Securities of such Holder so accepted for exchange; provided that, in
        the case of any Securities held in global form by a depositary,
        authentication and delivery to such depositary of one or more
        replacement Securities in global form in an equivalent principal amount
        thereto for the account of such Holders in accordance with the terms of
        the applicable Indenture shall satisfy such authentication and delivery
        requirement.

                The Exchange Offer and the Private Exchange shall not be subject
to any conditions, other than that (i) the Exchange Offer or the Private
Exchange, as the case may be, does not violate applicable law or any applicable
interpretation of the staff of the SEC; (ii) no action or proceeding shall have
been instituted or threatened in any court or by any governmental agency which
might materially impair the ability of the Issuers to proceed with the Exchange
Offer or the Private Exchange, and no material adverse development shall have
occurred in any existing action or proceeding with respect to the Issuers; and
(iii) all governmental approvals shall have been obtained, which approvals the
Issuers deem necessary for

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                                       -9-

the consummation of the Exchange Offer or Private Exchange including, in the
case of the Private Exchange, the approvals of the CUSIP Service Bureau and DTC.

                The Exchange Securities and the Private Exchange Securities
shall be issued under (i) the Indentures, as applicable, or (ii) indentures
identical in all material respects to such Indentures and which, in either case,
have been qualified under the TIA or are exempt from such qualification and
shall provide that the Exchange Securities shall not be subject to the transfer
restrictions set forth in such Indentures. The Indenture or such identifical
indenture with respect to a series of Securities shall provide that the Exchange
Securities, the Private Exchange Securities and the Securities comprising that
series shall vote and consent together on all matters as one class and that none
of the Exchange Securities, Private Exchange Securities or the Securities of
such series will have the right to vote or consent as a separate class on any
matter.

                (c)     If, (i) because of any change in law or in currently
prevailing interpretations of the staff of the SEC, the Issuers are not
permitted to effect the Exchange Offer, (ii) the Exchange Offer is not
consummated within 210 days of the Issue Date (unless such date is not a
Business Day, the next succeeding Business Day, (iii) the Initial Purchasers or
any other holder of Private Exchange Securities so requests in writing to the
Company at any time after the consummation of the Exchange Offer, or (iv) in the
case of any Holder that participates in the Exchange Offer, such Holder does not
receive Exchange Securities on the date of the exchange that may be sold without
restriction under state and federal securities laws (other than due solely to
the status of such Holder as an affiliate of the Company within the meaning of
the Securities Act) and so notifies the Company within 60 days after the
consummation of the Exchange Offer, then in the case of each of clauses (i) to
and including (iv) of this sentence, the Company shall promptly deliver to the
Holders and the Trustee written notice thereof (the "Shelf Notice") and shall
file a Shelf Registration pursuant to Section 3 hereof.

        3.      Shelf Registration

                If at any time a Shelf Notice is delivered as contemplated by
Section 2(c) hereof, then:

                (a)     Shelf Registration. The Issuers shall file with the SEC
        a Registration Statement for an offering to be made on a continuous
        basis pursuant to Rule 415 covering all of the Registrable Securities
        (the "Initial Shelf Registration"). The Issuers shall file with the SEC
        the Initial Shelf Registration as promptly as practicable and, in any
        event, on or prior to the applicable Filing Date. The Initial Shelf
        Registration shall be on Form S-3 or another appropriate form permitting
        registration of such Registrable Notes for resale by Holders in the
        manner or manners designated by them (including, without limitation, one
        or more underwritten offerings). The Issuers shall not

<PAGE>
                                      -10-

        permit any securities other than the Registrable Securities to be
        included in the Initial Shelf Registration or any Subsequent Shelf
        Registration (as defined below).

                The Issuers shall use their respective reasonable best efforts
        to cause the Shelf Registration to be declared effective under the
        Securities Act on or prior to the Effectiveness Date and to keep the
        Initial Shelf Registration continuously effective under the Securities
        Act until the date that is two years from the Issue Date or such shorter
        period ending when all Registrable Securities covered by the Initial
        Shelf Registration have been sold in the manner set forth and as
        contemplated in the Initial Shelf Registration or, if applicable, a
        Subsequent Shelf Registration (the "Effectiveness Period"); provided,
        however, that the Effectiveness Period in respect of the Initial Shelf
        Registration shall be extended to the extent required to permit dealers
        to comply with the applicable prospectus delivery requirements of Rule
        174 under the Securities Act and as otherwise provided herein and shall
        be subject to reduction to the extent that the applicable provisions of
        Rule 144(k) are amended or revised to reduce the two year holding period
        set forth therein. Notwithstanding anything to the contrary in this
        Agreement, at any time, the Issuers may delay the filing of any Shelf
        Registration Statement or delay or suspend the effectiveness thereof or
        cease to permit the use of any related Prospectus (including any
        amendment or supplement), for a reasonable period of time, but not in
        excess of an aggregate of 90 days in any calendar year (a "Shelf
        Suspension Period"), if the Company determines in good faith that the
        filing of any such Shelf Registration Statement or the continuing
        effectiveness thereof or the continued use of any such Prospectus (or
        amendment or supplement) would require the disclosure of non-public
        material information that would be detrimental to the Company if so
        disclosed or would otherwise materially adversely affect a financing,
        acquisition, disposition, merger or other material transaction.

                (b)     Withdrawal of Stop Orders; Subsequent Shelf
        Registrations. If the Initial Shelf Registration or any Subsequent Shelf
        Registration ceases to be effective for any reason at any time during
        the Effectiveness Period (other than because of the sale of all of the
        Notes registered thereunder or during a Shelf Suspension Period), the
        Issuers shall use their respective reasonable best efforts to obtain the
        prompt withdrawal of any order suspending the effectiveness thereof, and
        in any event shall within 30 days of such cessation of effectiveness
        amend such Shelf Registration Statement in a manner to obtain the
        withdrawal of the order suspending the effectiveness thereof, or file an
        additional Shelf Registration Statement pursuant to Rule 415 covering
        all of the Registrable Securities covered by and not sold under the
        Initial Shelf Registration or an earlier Subsequent Shelf Registration
        (each, a "Subsequent Shelf Registration"). If a Subsequent Shelf
        Registration is filed, the Issuers shall use their respective reasonable
        best efforts to cause the Subsequent Shelf Registration to be declared
        effective

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                                      -11-

        under the Securities Act as soon as practicable after such filing and to
        keep such subsequent Shelf Registration continuously effective for a
        period equal to the number of days in the Effectiveness Period less the
        aggregate number of days during which the Initial Shelf Registration or
        any Subsequent Shelf Registration was previously continuously effective.
        As used herein the term "Shelf Registration" means the Initial Shelf
        Registration and any Subsequent Shelf Registration.

                (c)     Supplements and Amendments. The Issuers shall promptly
        supplement and amend the Shelf Registration if required by the rules,
        regulations or instructions applicable to the registration form used for
        such Shelf Registration, if required by the Securities Act, or if
        reasonably requested by the Holders of a majority in aggregate principal
        amount of the Registrable Securities (or their counsel) covered by such
        Registration Statement with respect to the information included therein
        with respect to one or more of such Holders, or by any underwriter of
        such Registrable Securities with respect to the information included
        therein with respect to such underwriter.

        4.      Additional Interest

                (a)     The Issuers and the Initial Purchasers agree that the
Holders will suffer damages if the Issuers fail to fulfill their obligations
under Section 2 or Section 3 hereof and that it would not be feasible to
ascertain the extent of such damages with precision. Accordingly, the Issuers
agree to pay, jointly and severally, as liquidated damages, additional interest
on the Notes ("Additional Interest") under the circumstances and to the extent
set forth below (each of which shall be given independent effect):

                (i)     if (A) neither the Exchange Offer Registration Statement
        nor the Initial Shelf Registration has been filed on or prior to the
        Filing Date applicable thereto or (B) notwithstanding that the Company
        has consummated or will consummate the Exchange Offer, the Company is
        required to file a Shelf Registration and such Shelf Registration is not
        filed on or prior to the Filing Date applicable thereto, then,
        commencing on the day after any such Filing Date, Additional Interest
        shall accrue on the principal amount of the Notes at a rate of 0.25% per
        annum for the first 90 days immediately following such applicable Filing
        Date, and such Additional Interest rate shall increase by an additional
        0.25% per annum at the beginning of each subsequent 90-day period; or

                (ii)    if (A) neither the Exchange Offer Registration Statement
        nor the Initial Shelf Registration is declared effective by the SEC on
        or prior to the Effectiveness Date applicable thereto or (B)
        notwithstanding that the Issuers have consummated or will consummate the
        Exchange Offer, the Issuers are required to file a Shelf Registration
        and such Shelf Registration is not declared effective by the SEC on or
        prior to the Effectiveness Date applicable to such Shelf Registration,
        then, commencing on the day after such Effectiveness Date, Additional
        Interest shall accrue on the principal amount

<PAGE>
                                      -12-

        of the Notes at a rate of 0.25% per annum for the first 90 days
        immediately following the day after such Effectiveness Date, and such
        Additional Interest rate shall increase by an additional 0.25% per annum
        at the beginning of each subsequent 90-day period; or

                (iii)   if (A) the Company has not exchanged Exchange Securities
        for all Securities validly tendered in accordance with the terms of the
        Exchange Offer on or prior to the 210th day after the Issue Date (unless
        such date is not a Business Day, then the next succeeding Business Day)
        or (B) if applicable, a Shelf Registration has been declared effective
        and such Shelf Registration ceases to be effective at any time during
        the Effectiveness Period, then Additional Interest shall accrue on the
        principal amount of the Notes at a rate of 0.25% per annum for the first
        90 days commencing on the (x) 210th day after the Issue Date, in the
        case of (A) above, or (y) the day such Shelf Registration ceases to be
        effective in the case of (B) above, and such Additional Interest rate
        shall increase by an additional 0.25% per annum at the beginning of each
        such subsequent 90-day period;

provided, however, that the Additional Interest rate on the Notes may not accrue
under more than one of the foregoing clauses (i) - (iii) at any one time and at
no time shall the aggregate amount of additional interest accruing exceed in the
aggregate 1.0% per annum; provided, further, however, that (1) upon the filing
of the applicable Exchange Offer Registration Statement or the applicable Shelf
Registration as required hereunder (in the case of clause (i) above of this
Section 4), (2) upon the effectiveness of the Exchange Offer Registration
Statement or the applicable Shelf Registration Statement as required hereunder
(in the case of clause (ii) of this Section 4) or (3) upon the exchange of the
Exchange Securities for all Securities tendered (in the case of clause (iii)(A)
of this Section 4), or upon the effectiveness of the applicable Shelf
Registration Statement which had ceased to remain effective (in the case of
(iii)(B) of this Section 4), Additional Interest on the Notes in respect of
which such events relate as a result of such clause (or the relevant subclause
thereof), as the case may be, shall cease to accrue. Notwithstanding any other
provision of this Section 4, the Issuers shall (i) pay Additional Interest only
on Registrable Securities and (ii) not be obligated to pay Additional Interest
provided in Sections 4(a)(i)(B), 4(a)(ii)(B) or 4(a)(iii)(B) during a Shelf
Suspension Period permitted by Section 3(a) hereof.

                (b)     The Issuers shall notify the Trustee within two business
days after each and every date on which an event occurs in respect of which
Additional Interest is required to be paid (an "Event Date"). Any amounts of
Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section
4 will be payable in cash semiannually on each February 1 and August 1 (to the
holders of record on the January 15 and July 15 immediately preceding such
dates), commencing with the first such date occurring after any such Additional
Interest commences to accrue. The amount of Additional Interest will be
determined by multiplying the applicable Additional Interest rate by the
principal amount of the Registrable Securities,

<PAGE>
                                      -13-

multiplied by a fraction, the numerator of which is the number of days such
Additional Interest rate was applicable during such period (determined on the
basis of a 360 day year comprised of twelve 30 day months and, in the case of a
partial month, the actual number of days elapsed), and the denominator of which
is 360.

        5.      Registration Procedures

                In connection with the filing of any Registration Statement
pursuant to Section 2 or 3 hereof, the Issuers shall effect such registrations
to permit the sale of the securities covered thereby in accordance with the
intended method or methods of disposition thereof, and pursuant thereto and in
connection with any Registration Statement filed by the Company hereunder each
of the Issuers shall:

                (a)     Prepare and file with the SEC on or prior to the
        applicable Filing Date a Registration Statement or Registration
        Statements as prescribed by Section 2 or 3 hereof, and use their
        respective reasonable best efforts to cause each such Registration
        Statement to become effective and remain effective as provided herein;
        provided, however, that if (1) such filing is pursuant to Section 3
        hereof or (2) a Prospectus contained in the Exchange Offer Registration
        Statement filed pursuant to Section 2 hereof is required to be delivered
        under the Securities Act by any Participating Broker-Dealer who seeks to
        sell Exchange Notes during the Applicable Period relating thereto from
        whom the Company has received prior written notice that it will be a
        Participating Broker-Dealer in the Exchange Offer, before filing any
        Registration Statement or Prospectus or any amendments or supplements
        thereto except for incorporation by reference of reports filed under the
        Exchange Act, the Issuers shall furnish to and afford the Holders of the
        Registrable Securities covered by such Registration Statement (with
        respect to a Registration Statement filed pursuant to Section 3 hereof)
        or each such Participating Broker-Dealer (with respect to any such
        Registration Statement), as the case may be, their counsel and the
        managing underwriters, if any, a reasonable opportunity to review copies
        of all such documents (including copies of any documents to be
        incorporated by reference therein and all exhibits thereto) proposed to
        be filed (in each case at least two Business Days prior to such filing).
        The Issuers shall not file any Registration Statement or Prospectus or
        any amendments or supplements thereto if the Holders of a majority in
        aggregate principal amount of the Registrable Securities covered by such
        Registration Statement, their counsel, or the managing underwriters, if
        any, shall reasonably object on a timely basis.

                (b)     Prepare and file with the SEC such amendments and
        post-effective amendments to each Shelf Registration Statement or
        Exchange Offer Registration Statement, as the case may be, as may be
        necessary to keep such Registration Statement continuously effective for
        the Effectiveness Period, the Applicable Period or until consummation of
        the Exchange Offer, as the case may be; cause the related Prospectus

<PAGE>
                                      -14-

        to be supplemented by any Prospectus supplement required by applicable
        law, and as so supplemented to be filed pursuant to Rule 424; and comply
        with the provisions of the Securities Act and the Exchange Act
        applicable to it with respect to the disposition of all securities
        covered by such Registration Statement as so amended or in such
        Prospectus as so supplemented and with respect to the subsequent resale
        of any securities being sold by an Participating Broker-Dealer covered
        by any such Prospectus. The Issuers shall be deemed not to have used
        their reasonable best efforts to keep a Registration Statement effective
        if any Issuer voluntarily takes any action that would result in selling
        Holders of the Registrable Securities covered thereby or Participating
        Broker-Dealers seeking to sell Exchange Notes not being able to sell
        such Registrable Securities or such Exchange Securities during that
        period unless such action is required by applicable law or permitted by
        this Agreement.

                (c)     If (1) a Shelf Registration is filed pursuant to Section
        3 hereof, or (2) a Prospectus contained in the Exchange Offer
        Registration Statement filed pursuant to Section 2 hereof is required to
        be delivered under the Securities Act by any Participating Broker-Dealer
        who seeks to sell Exchange Notes during the Applicable Period relating
        thereto from whom the Company has received written notice that it will
        be a Participating Broker-Dealer in the Exchange Offer, notify the
        selling Holders of Registrable Securities (with respect to a
        Registration Statement filed pursuant to Section 3 hereof), or each such
        Participating Broker-Dealer (with respect to any such Registration
        Statement), as the case may be, their counsel (if such counsel is known
        to the Issuers) and the managing underwriters, if any, as promptly as
        possible, and, if requested by any such Person, (but in any event within
        one business day), and confirm such notice in writing, (i) when a
        Prospectus or any Prospectus supplement or post-effective amendment has
        been filed, and, with respect to a Registration Statement or any
        post-effective amendment, when the same has become effective under the
        Securities Act (including in such notice a written statement that any
        Holder may, upon request, obtain, at the sole expense of the Company,
        one conformed copy of such Registration Statement or post-effective
        amendment including financial statements and schedules, documents
        incorporated or deemed to be incorporated by reference and exhibits),
        (ii) of the issuance by the SEC of any stop order suspending the
        effectiveness of a Registration Statement or of any order preventing or
        suspending the use of any preliminary prospectus or the initiation of
        any proceedings for that purpose, (iii) if at any time when a prospectus
        is required by the Securities Act to be delivered in connection with
        sales of the Registrable Securities or resales of Exchange Notes by
        Participating Broker-Dealers the representations and warranties of the
        Issuers contained in any agreement (including any underwriting
        agreement) contemplated by Section 5(n) hereof cease to be true and
        correct in all material respects, (iv) of the receipt by any Issuer of
        any notification with respect to the suspension of the qualification or
        exemption from qualification of a Registration Statement or any of the
        Registrable Securities or the Exchange Notes to be sold by any
        Participating Broker-Dealer for offer

<PAGE>
                                      -15-

        or sale in any jurisdiction, or the initiation or threatening of any
        proceeding for such purpose, (v) of the happening of any event, the
        existence of any condition or any information becoming known that makes
        any statement made in such Registration Statement or related Prospectus
        or any document incorporated or deemed to be incorporated therein by
        reference untrue in any material respect or that requires any changes in
        or amendments or supplements to such Registration Statement, Prospectus
        or documents so that, in the case of the Registration Statement, it will
        not contain any untrue statement of a material fact or omit to state any
        material fact required to be stated therein or necessary to make the
        statements therein not misleading, and that in the case of the
        Prospectus, it will not contain any untrue statement of a material fact
        or omit to state any material fact required to be stated therein or
        necessary to make the statements therein, in the light of the
        circumstances under which they were made, not misleading, and (vi) of
        the Issuers' determination that a post-effective amendment to a
        Registration Statement would be appropriate.

                (d)     Use their respective reasonable best efforts to prevent
        the issuance of any order suspending the effectiveness of a Registration
        Statement or of any order preventing or suspending the use of a
        Prospectus or suspending the qualification (or exemption from
        qualification) of any of the Registrable Securities or the Exchange
        Securities to be sold by any Participating Broker-Dealer, for sale in
        any jurisdiction, and, if any such order is issued, to use their
        respective reasonable best efforts to obtain the withdrawal of any such
        order at the earliest practicable moment.

                (e)     If a Shelf Registration is filed pursuant to Section 3
        and if requested during the Effectiveness Period by the managing
        underwriter or underwriters (if any), or by the Holders of a majority in
        aggregate principal amount of the Registrable Securities being sold in
        connection with an underwritten offering or any Participating
        Broker-Dealer, (i) as promptly as reasonably practicable incorporate in
        a prospectus supplement or post-effective amendment such information as
        the managing underwriter or underwriters (if any), such Holders, any
        Participating Broker-Dealer or counsel for any of them reasonably
        request to be included therein, (ii) make all required filings of such
        prospectus supplement or such post-effective amendment as soon as
        practicable after the Company has received notification of the matters
        to be incorporated in such prospectus supplement or post-effective
        amendment, and (iii) supplement or make amendments to such Registration
        Statement; provided, however, that the Issuers shall not be required to
        take any action hereunder that would, in the opinion of counsel to the
        Company, violate applicable laws.

                (f)     If (1) a Shelf Registration is filed pursuant to Section
        3 hereof, or (2) a Prospectus contained in the Exchange Offer
        Registration Statement filed pursuant to Section 2 hereof is required to
        be delivered under the Securities Act by any Participating Broker-Dealer
        who seeks to sell Exchange Securities during the Applicable Period,

<PAGE>
                                      -16-

        furnish to each selling Holder of Registrable Securities (with respect
        to a Registration Statement filed pursuant to Section 3 hereof) and to
        each such Participating Broker-Dealer who so requests in writing (with
        respect to any such Registration Statement) and to their respective
        counsel and each managing underwriter, if any, at the sole expense of
        the Company, one conformed copy of the Registration Statement or
        Registration Statements and each post-effective amendment thereto,
        including financial statements and schedules, and, if requested, all
        documents incorporated or deemed to be incorporated therein by reference
        and all exhibits unless such documents are publicly available via EDGAR
        or otherwise available.

                (g)     If (1) a Shelf Registration is filed pursuant to Section
        3 hereof, or (2) a Prospectus contained in the Exchange Offer
        Registration Statement filed pursuant to Section 2 hereof is required to
        be delivered under the Securities Act by any Participating Broker-Dealer
        who seeks to sell Exchange Securities during the Applicable Period,
        deliver to each selling Holder of Registrable Securities (with respect
        to a Registration Statement filed pursuant to Section 3 hereof), or each
        such Participating Broker-Dealer (with respect to any such Registration
        Statement), as the case may be, their respective counsel, and the
        underwriters, if any, at the sole expense of the Company, as many copies
        of the Prospectus or Prospectuses (including each form of preliminary
        prospectus) and each amendment or supplement thereto and any documents
        incorporated by reference therein as such Persons may reasonably request
        in writing; and, subject to the last paragraph of this Section 5, the
        Issuers hereby consent to the use of such Prospectus and each amendment
        or supplement thereto by each of the selling Holders of Registrable
        Securities or each such Participating Broker-Dealer, as the case may be,
        and the underwriters or agents, if any, and dealers, if any, in
        connection with the offering and sale of the Registrable Securities
        covered by, or the sale by Participating Broker-Dealers of the Exchange
        Securities pursuant to, such Prospectus and any amendment or supplement
        thereto.

                (h)     Prior to any public offering of Registrable Securities
        or any delivery of a Prospectus contained in the Exchange Offer
        Registration Statement by any Participating Broker-Dealer who seeks to
        sell Exchange Securities during the Applicable Period, use their
        respective reasonable best efforts to register or qualify, and to
        cooperate with the selling Holders of Registrable Securities or each
        such Participating Broker-Dealer, as the case may be, the managing
        underwriter or underwriters, if any, and their respective counsel in
        connection with the registration or qualification (or exemption from
        such registration or qualification) of such Registrable Securities for
        offer and sale under the securities or Blue Sky laws of such
        jurisdictions within the United States as any selling Holder,
        Participating Broker-Dealer, or the managing underwriter or underwriters
        reasonably request in writing; provided, however, that where Exchange
        Securities held by Participating Broker-Dealers or Registrable
        Securities are offered other than through an underwritten offering, the
        Issuers agree to cause their

<PAGE>
                                      -17-

        counsel to perform Blue Sky investigations and file registrations and
        qualifications required to be filed pursuant to this Section 5(h), keep
        each such registration or qualification (or exemption therefrom)
        effective during the period such Registration Statement is required to
        be kept effective and do any and all other acts or things necessary or
        advisable to enable the disposition in such jurisdictions of the
        Exchange Securities held by Participating Broker-Dealers or the
        Registrable Securities covered by the applicable Registration Statement;
        provided, however, that no Issuer shall be required to (A) qualify
        generally to do business in any jurisdiction where it is not then so
        qualified, (B) take any action that would subject it to general service
        of process in any such jurisdiction where it is not then so subject or
        (C) subject itself to taxation in excess of a nominal dollar amount in
        any such jurisdiction where it is not then so subject.

                (i)     If a Shelf Registration is filed pursuant to Section 3
        hereof, cooperate with the selling Holders of Registrable Securities and
        the managing underwriter or underwriters, if any, to facilitate the
        timely preparation and delivery of certificates representing Registrable
        Securities to be sold, which certificates shall not bear any restrictive
        legends and shall be in a form eligible for deposit with The Depository
        Trust Company, and enable such Registrable Securities to be in such
        denominations (subject to applicable requirements contained in the
        applicable Indenture) and registered in such names as the managing
        underwriter or underwriters, if any, or Holders may request.

                (j)     Use their respective reasonable best efforts to cause
        the Registrable Securities covered by the Registration Statement to be
        registered with or approved by such other governmental agencies or
        authorities as may be necessary to enable the seller or sellers thereof
        or the underwriter or underwriters, if any, to consummate the
        disposition of such Registrable Securities, except as may be required
        solely as a consequence of the nature of such selling Holder's business,
        in which case the Issuers will cooperate in all reasonable respects with
        the filing of such Registration Statement and the granting of such
        approvals.

                (k)     If (1) a Shelf Registration is filed pursuant to Section
        3 hereof, or (2) a Prospectus contained in the Exchange Offer
        Registration Statement filed pursuant to Section 2 hereof is required to
        be delivered under the Securities Act by any Participating Broker-Dealer
        who seeks to sell Exchange Securities during the Applicable Period, upon
        the occurrence of any event contemplated by paragraph 5(c)(v) or
        5(c)(vi) hereof, as promptly as practicable prepare and (subject to
        Section 5(a) hereof) file with the SEC, at the sole expense of the
        Company, a supplement or post-effective amendment to the Registration
        Statement or a supplement to the related Prospectus or any document
        incorporated or deemed to be incorporated therein by reference, or file
        any other required document so that, as thereafter delivered to the
        purchasers of the Registrable Securities being sold thereunder (with
        respect to a Registration Statement filed

<PAGE>
                                      -18-

        pursuant to Section 3 hereof) or to the purchasers of the Exchange
        Securities to whom such Prospectus will be delivered by a Participating
        Broker-Dealer (with respect to any such Registration Statement), any
        such Prospectus will not contain an untrue statement of a material fact
        or omit to state a material fact required to be stated therein or
        necessary to make the statements therein, in the light of the
        circumstances under which they were made, not misleading.

                (l)     Use their respective reasonable best efforts to cause
        the Registrable Securities covered by a Registration Statement or the
        Exchange Securities, as the case may be, to be rated with the
        appropriate rating agencies, if so requested by the Holders of a
        majority in aggregate principal amount of Registrable Securities covered
        by such Registration Statement or the Exchange Securities, as the case
        may be, or the managing underwriter or underwriters, if any.

                (m)     Prior to the effective date of the first Registration
        Statement relating to the Registrable Securities, (i) provide the
        Trustee with certificates for the Registrable Securities in a form
        eligible for deposit with The Depository Trust Company and (ii) provide
        CUSIP numbers for the Registrable Securities.

                (n)     In connection with any underwritten offering of
        Registrable Securities pursuant to a Shelf Registration, enter into an
        underwriting agreement as is customary in underwritten offerings of debt
        securities similar to the Securities, and take all such other actions as
        are reasonably requested by the managing underwriter or underwriters in
        order to expedite or facilitate the registration or the disposition of
        such Registrable Securities and, in such connection, (i) make such
        representations and warranties to, and covenants with, the underwriters
        with respect to the business of the Issuers (including any acquired
        business, properties or entity, if applicable), and the Registration
        Statement, Prospectus and documents, if any, incorporated or deemed to
        be incorporated by reference therein, in each case, as are customarily
        made by issuers to underwriters in underwritten offerings of debt
        securities similar to the Securities, and confirm the same in writing if
        and when requested; (ii) obtain the written opinions of counsel to the
        Issuers, and written updates thereof in form, scope and substance
        reasonably satisfactory to the managing underwriter or underwriters,
        addressed to the underwriters covering the matters customarily covered
        in opinions reasonably requested in underwritten offerings; (iii) obtain
        comfort letters and updates thereof in form, scope and substance
        reasonably satisfactory to the managing underwriter or underwriters from
        the independent certified public accountants of the Issuers (and, if
        necessary, any other independent certified public accountants of the
        Issuers, or of any business acquired by the Issuers, for which financial
        statements and financial data are, or are required to be, included or
        incorporated by reference in the Registration Statement), addressed to
        each of the underwriters, such letters to be in customary form and
        covering matters of the type customarily covered in comfort letters in
        connection with

<PAGE>
                                      -19-

        underwritten offerings of debt securities similar to the Securities; and
        (iv) if an underwriting agreement is entered into, the same shall
        contain indemnification provisions and procedures no less favorable to
        the sellers and underwriters, if any, than those set forth in Section 7
        hereof (or such other provisions and procedures reasonably acceptable to
        Holders of a majority in aggregate principal amount of Registrable
        Securities covered by such Registration Statement and the managing
        underwriter or underwriters or agents, if any). The above shall be done
        at each closing under such underwriting agreement, or as and to the
        extent required thereunder.

                (o)     If (1) a Shelf Registration is filed pursuant to Section
        3 hereof, or (2) a Prospectus contained in the Exchange Offer
        Registration Statement filed pursuant to Section 2 hereof is required to
        be delivered under the Securities Act by any Participating Broker-Dealer
        who seeks to sell Exchange Securities during the Applicable Period, make
        available for inspection by any Initial Purchaser, any selling Holder of
        such Registrable Securities being sold (with respect to a Registration
        Statement filed pursuant to Section 3 hereof), or each such
        Participating Broker-Dealer, as the case may be, any underwriter
        participating in any such disposition of Registrable Securities, if any,
        and any attorney, accountant or other agent retained by any such selling
        Holder or each such Participating Broker-Dealer (with respect to any
        such Registration Statement), as the case may be, or underwriter (any
        such Initial Purchasers, Holders, Participating Broker-Dealers,
        underwriters, attorneys, accountants or agents, collectively, the
        "Inspectors"), upon written request, at the offices where normally kept,
        during reasonable business hours, all pertinent financial and other
        records, pertinent corporate documents and instruments of the Company
        and subsidiaries of the Company (collectively, the "Records"), as shall
        be reasonably necessary to enable them to exercise any applicable due
        diligence responsibilities, and cause the officers, directors and
        employees of the Company and any of its subsidiaries to supply all
        information ("Information") reasonably requested by any such Inspector
        in connection with such due diligence responsibilities. Each Inspector
        shall agree in writing that it will keep the Records and Information
        confidential and that it will not disclose any of the Records or
        Information that the Company determines, in good faith, to be
        confidential and notifies the Inspectors in writing are confidential
        unless (i) the disclosure of such Records or Information is necessary to
        avoid or correct a misstatement or omission in such Registration
        Statement or Prospectus, (ii) the release of such Records or Information
        is ordered pursuant to a subpoena or other order from a court of
        competent jurisdiction, (iii) disclosure of such Records or Information
        is necessary or advisable, in the opinion of counsel for any Inspector,
        in connection with any action, claim, suit or proceeding, directly or
        indirectly, involving or potentially involving such Inspector and
        arising out of, based upon, relating to, or involving this Agreement or
        the Purchase Agreement, or any transactions contemplated hereby or
        thereby or arising hereunder or thereunder, or (iv) the information in
        such Records or Information has been made generally available to the
        public other than by an Inspector or an "affiliate" (as defined in

<PAGE>
                                      -20-

        Rule 405) thereof; provided, however, that prior notice shall be
        provided as soon as practicable to the Company of the potential
        disclosure of any information by such Inspector pursuant to clauses (i),
        (ii) or (iii) of this sentence to permit the Company to obtain a
        protective order (or waive the provisions of this paragraph (o)) and
        that such Inspector shall take such actions as are reasonably necessary
        to protect the confidentiality of such information (if practicable) to
        the extent such action is otherwise not inconsistent with, an impairment
        of or in derogation of the rights and interests of the Holder or any
        Inspector.

                (p)     Provide any indenture trustee for the Registrable
        Securities or the Exchange Securities, as the case may be, and cause the
        applicable Indenture or the trust indenture provided for in Section 2(a)
        hereof, as the case may be, to be qualified under the TIA not later than
        the effective date of the first Registration Statement relating to the
        Registrable Securities; and in connection therewith, cooperate with the
        trustee under any such indenture and the Holders of the Registrable
        Securities, to effect such changes (if any) to such indenture as may be
        required for such indenture to be so qualified in accordance with the
        terms of the TIA; and execute, and use its reasonable best efforts to
        cause such trustee to execute, all documents as may be required to
        effect such changes, and all other forms and documents required to be
        filed with the SEC to enable such indenture to be so qualified in a
        timely manner.

                (q)     Comply with all applicable rules and regulations of the
        SEC and make generally available to its security holders with regard to
        any applicable Registration Statement, a consolidated earnings statement
        satisfying the provisions of Section 11(a) of the Securities Act and
        Rule 158 thereunder (or any similar rule promulgated under the
        Securities Act) no later than 45 days after the end of any fiscal
        quarter (or 60 days after the end of any 12-month period if such period
        is a fiscal year) (i) commencing at the end of any fiscal quarter in
        which Registrable Securities are sold to underwriters in a firm
        commitment or best efforts underwritten offering and (ii) if not sold to
        underwriters in such an offering, commencing on the first day of the
        first fiscal quarter of the Company, after the effective date of a
        Registration Statement, which statements shall cover said 12-month
        periods.

                (r)     Upon request of the Trustee, upon consummation of the
        Exchange Offer or Private Exchange, obtain an opinion of counsel to the
        Issuers, in a form customary for underwritten transactions, addressed to
        the Trustee for the benefit of all Holders of Registrable Securities
        participating in the Exchange Offer or the Private Exchange, as the case
        may be, that the Exchange Securities or the Private Exchange Securities,
        as the case may be, and the related indentures constitute legal, valid
        and binding obligations of the Issuers, enforceable against the Issuers
        in accordance with their respective terms, subject to customary
        exceptions and qualifications. If the Exchange Offer or Private Exchange
        is to be consummated, upon delivery of the Registrable Securities

<PAGE>
                                      -21-

        by Holders to the Company (or to such other Person as directed by the
        Company), in exchange for the Exchange Securities or the Private
        Exchange Securities, as the case may be, the Issuers shall mark, or
        cause to be marked, on such Registrable Securities that such Registrable
        Securities are being cancelled in exchange for the Exchange Securities
        or Private Exchange Securities, as the case may be; in no event shall
        such Registrable Securities be marked as paid or otherwise satisfied.

                (s)     Cooperate with each seller of Registrable Securities
        covered by any Registration Statement and each underwriter, if any,
        participating in the disposition of such Registrable Securities and
        their respective counsel in connection with any filings required to be
        made with the National Association of Securities Dealers, Inc. (the
        "NASD").

                (t)     Use their respective reasonable best efforts to take all
        other steps necessary to effect the registration of the Exchange Notes
        and/or Registrable Securities covered by a Registration Statement
        contemplated hereby.

                The Company may require each seller of Registrable Securities as
to which any registration is being effected to furnish to the Company such
information regarding such seller and the distribution of such Registrable
Securities as the Company may, from time to time, reasonably request. The
Company may exclude from such registration the Registrable Securities of any
seller so long as such seller fails to furnish such information within a
reasonable time after receiving such request, in which case such seller shall
not be entitled to the accretion of Additional Interest. Each seller as to which
any Shelf Registration is being effected agrees to furnish promptly to the
Company all information required to be disclosed in order to make the
information previously furnished to the Company by such seller not materially
misleading.

                If any such Registration Statement refers to any Holder by name
or otherwise as the holder of any securities of any Issuer, then such Holder
shall have the right to require (i) the insertion therein of language, in form
and substance reasonably satisfactory to such Holder, to the effect that the
holding by such Holder of such securities is not to be construed as a
recommendation by such Holder of the investment quality of the securities
covered thereby and that such holding does not imply that such Holder will
assist in meeting any future financial requirements of the Issuers, or (ii) in
the event that such reference to such Holder by name or otherwise is not
required by the Securities Act or any similar federal statute then in force, the
deletion of the reference to such Holder in any amendment or supplement to the
Registration Statement filed or prepared subsequent to the time that such
reference ceases to be required.

                Each Holder of Registrable Securities and each Participating
Broker-Dealer agrees by its acquisition of such Registrable Securities or
Exchange Notes to be sold by such Participating Broker-Dealer, as the case may
be, that, upon actual receipt of any notice from

<PAGE>
                                      -22-

the Company of the happening of any event of the kind described in Section
5(c)(ii), 5(c)(iv), 5(c)(v), or 5(c)(vi) hereof, such Holder will forthwith
discontinue disposition of such Registrable Securities covered by such
Registration Statement or Prospectus or Exchange Notes to be sold by such Holder
or Participating Broker-Dealer, as the case may be, until such Holder's or
Participating Broker-Dealer's receipt of the copies of the supplemented or
amended Prospectus contemplated by Section 5(k) hereof, or until it is advised
in writing (the "Advice") by the Company that the use of the applicable
Prospectus may be resumed, and has received copies of any amendments or
supplements thereto. In the event that the Issuers shall give any such notice,
each of the Applicable Period and the Effectiveness Period shall be extended by
the number of days during such periods from and including the date of the giving
of such notice to and including the date when each seller of Registrable
Securities covered by such Registration Statement or Exchange Notes to be sold
by such Participating Broker-Dealer, as the case may be, shall have received (x)
the copies of the supplemented or amended Prospectus contemplated by Section
5(k) hereof or (y) the Advice.

        6.      Registration Expenses

                All fees and expenses incident to the performance of or
compliance with this Agreement by the Issuers shall be borne by the Company,
whether or not the Exchange Offer Registration Statement or any Shelf
Registration Statement is filed or becomes effective or the Exchange Offer is
consummated, including, without limitation, (i) all registration and filing fees
(including, without limitation, (A) fees with respect to filings required to be
made with the NASD in connection with an underwritten offering and (B) fees and
expenses of compliance with state securities or Blue Sky laws (including,
without limitation, fees and disbursements of counsel in connection with Blue
Sky qualifications of the Registrable Securities or Exchange Notes and
determination of the eligibility of the Registrable Securities or Exchange Notes
for investment under the laws of such jurisdictions (x) where the holders of
Registrable Securities are located, in the case of the Exchange Notes, or (y) as
provided in Section 5(h) hereof, in the case of Registrable Securities or
Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable
Period)), (ii) printing expenses, including, without limitation, expenses of
printing certificates for Registrable Securities or Exchange Notes in a form
eligible for deposit with The Depository Trust Company and of printing
prospectuses if the printing of prospectuses is requested by the managing
underwriter or underwriters, if any, by the Holders of a majority in aggregate
principal amount of the Registrable Securities included in any Registration
Statement or in respect of Registrable Securities or Exchange Notes to be sold
by any Participating Broker-Dealer during the Applicable Period, as the case may
be, (iii) messenger, telephone and delivery expenses, (iv) fees and
disbursements of counsel for the Issuers and, in the case of a Shelf
Registration, reasonable fees and disbursements of one special counsel for all
of the sellers of Registrable Securities selected by the Holder of a majority in
aggregate principal amount of Registrable Securities covered by such Shelf
Registration (exclusive of any counsel retained pursuant to Section 7 hereof),
(v) fees and disbursements of all independent certified public accountants
referred to in Section 5(n)(iii) hereof

<PAGE>
                                      -23-

(including, without limitation, the expenses of any comfort letters required by
or incident to such performance), (vi) Securities Act liability insurance, if
the Issuers desire such insurance, (vii) fees and expenses of all other Persons
retained by the Issuers, (viii) internal expenses of the Issuers (including,
without limitation, all salaries and expenses of officers and employees of the
Issuers performing legal or accounting duties), (ix) the expense of any annual
audit, (x) any fees and expenses incurred in connection with the listing of the
securities to be registered on any securities exchange, and the obtaining of a
rating of the securities, in each case, if applicable and (xi) the expenses
relating to printing, word processing and distributing all Registration
Statements, underwriting agreements, indentures and any other documents
necessary in order to comply with this Agreement.

        7.      Indemnification and Contribution.

                (a)     Each of the Issuers agree jointly and severally, to
indemnify and hold harmless each Holder of Registrable Securities, each
Participating Broker-Dealer selling Exchange Notes during the Applicable Period
and the officers, directors, employees, agents and each other Person, if any,
who controls such Person or its affiliates within the meaning of Section 15 of
the Act or Section 20 of the Exchange Act (each, a "Participant") against any
losses, claims, damages or liabilities to which any Participant may become
subject under the Securities Act, the Exchange Act or otherwise, insofar as any
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon:

                (i)     any untrue statement or alleged untrue statement made by
        any Issuer contained in any application or any other document or any
        amendment or supplement thereto executed by any Issuer based upon
        written information furnished by or on behalf of any Issuer filed in any
        jurisdiction in order to qualify the Securities under the securities or
        "Blue Sky" laws thereof or filed with the SEC or any securities
        association or securities exchange (each, an "Application");

                (ii)    any untrue statement or alleged untrue statement of any
        material fact contained in any Registration Statement (or any amendment
        thereto) or Prospectus (as amended or supplemented if any of the Issuers
        shall have furnished any amendments or supplements thereto) or any
        preliminary prospectus; or

                (iii)   the omission or alleged omission to state, (a) in any
        Registration Statement (or any amendment thereto), a material fact
        required to be stated therein or necessary to make the statements
        therein not misleading or (b) in any Prospectus (as amended or
        supplemented if any of the Issuers shall have furnished any amendments
        or supplements thereto) or any preliminary prospectus or any application
        or any other document or any amendment or supplement thereto, a material
        fact required to be stated therein or necessary to make the statements
        therein, in the light of the circumstances under which they were made,
        not misleading;

<PAGE>
                                      -24-

and will reimburse, as incurred, the Participant for any legal or other expenses
reasonably incurred by the Participant in connection with investigating,
defending against or appearing as a third-party witness in connection with any
such loss, claim, damage, liability or action; provided, however, none of the
Issuers will be liable in any such case to the extent that any such loss, claim,
damage, or liability arises out of or is based upon any untrue statement or
alleged untrue statement or omission or alleged omission made in any
Registration Statement (or any amendment thereto) or Prospectus (as amended or
supplemented if any of the Issuers shall have furnished any amendments or
supplements thereto) or any preliminary prospectus or any amendment or
supplement thereto in reliance upon and in conformity with information relating
to any Participant furnished to the Issuers by such Participant specifically for
use therein; provided, further, that with respect to any untrue statement or
omission of material fact made in any preliminary prospectus, the indemnity
agreement contained in this Section 7(a) shall not inure to the benefit of any
Participant asserting any such loss, claim, damage or liability, to the extent
that any such loss, claim, damage or liability of such Participant occurs under
the circumstance where (w) the Issuers had previously furnished copies of the
Prospectus (as amended or supplemented) to such Participant, (x) delivery of the
Prospectus (as amended or supplemented) was required by the Act to be made to
such Participant, (y) the untrue statement or omission of a material fact
contained in the preliminary prospectus was corrected in the Prospectus and (z)
there was not sent or given to such Participant, at or prior to the written
confirmation of the sale of such securities to such Participant, a copy of the
Prospectus (as amended or supplemented), unless such failure to deliver or
provide a copy of the Prospectus (as amended or supplemented) was a result of
noncompliance by the Company with Section 5 of this Agreement. The indemnity
provided for in this Section 7 will be in addition to any liability that the
Issuers may otherwise have to the indemnified parties.

                (b)     Each Participant, severally and not jointly, agrees to
indemnify and hold harmless the Issuers, their directors, their officers and
each person, if any, who controls the Issuers within the meaning of Section 15
of the Act or Section 20 of the Exchange Act against any losses, claims, damages
or liabilities to which the Issuers or any such director, officer or controlling
person may become subject under the Act, the Exchange Act or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon (i) any untrue statement or alleged untrue
statement of any material fact contained in any Registration Statement or
Prospectus, any amendment or supplement thereto, or any preliminary prospectus,
or (ii) the omission or the alleged omission to state therein a material fact
necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information concerning such Participant, furnished to
the Issuers by the Participant, specifically for use therein; and subject to the
limitation set forth immediately preceding this clause, will reimburse, as
incurred, any legal or other expenses reasonably incurred by the Issuers or any
such director, officer or controlling person in connection with investigating or
defending against or appearing as a third party witness in connection with any
such loss, claim, damage, liability or

<PAGE>
                                      -25-

action in respect thereof. The indemnity provided for in this Section 7 will be
in addition to any liability that the Participants may otherwise have to the
indemnified parties. The Participants shall not be liable under this Section 7
for any settlement of any claim or action effected without their consent, which
shall not be unreasonably withheld. The Issuers shall not, without the prior
written consent of such Participant, effect any settlement or compromise of any
pending or threatened proceeding in respect of which such Participant is or
could have been a party, or indemnity could have been sought hereunder by such
Participant, unless such settlement (A) includes an unconditional written
release of such Participant, in form and substance reasonably satisfactory to
such Participant, from all liability on claims that are the subject matter of
such proceeding and (B) does not include any statement as to an admission of
fault, culpability or failure to act by or on behalf of such Participant.

                (c)     Promptly after receipt by an indemnified party under
this Section 7 of notice of the commencement of any action for which such
indemnified party is entitled to indemnification under this Section 7, such
indemnified party will, if a claim in respect thereof is to be made against the
indemnifying party under this Section 7, notify the indemnifying party of the
commencement thereof in writing; but the omission to so notify the indemnifying
party (i) will not relieve it from any liability under paragraph (a) or (b)
above unless and to the extent such failure results in the forfeiture by the
indemnifying party of material rights and defenses and (ii) will not, in any
event, relieve the indemnifying party from any obligations to any indemnified
party other than the indemnification obligation provided in paragraphs (a) and
(b) above. In case any such action is brought against any indemnified party, and
it notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein and, to the extent that it may
wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel reasonably satisfactory to such indemnified
party; provided, however, that if (i) the use of counsel chosen by the
indemnifying party to represent the indemnified party would present such counsel
with a conflict of interest, (ii) the defendants in any such action include both
the indemnified party and the indemnifying party and the indemnified party shall
have been advised by counsel that there may be one or more legal defenses
available to it and/or other indemnified parties that are different from or
additional to those available to the indemnifying party, or (iii) the
indemnifying party shall not have employed counsel reasonably satisfactory to
the indemnified party to represent the indemnified party within a reasonable
time after receipt by the indemnifying party of notice of the institution of
such action, then, in each such case, the indemnifying party shall not have the
right to direct the defense of such action on behalf of such indemnified party
or parties and such indemnified party or parties shall have the right to select
separate counsel to defend such action on behalf of such indemnified party or
parties. After notice from the indemnifying party to such indemnified party of
its election so to assume the defense thereof and approval by such indemnified
party of counsel appointed to defend such action, the indemnifying party will
not be liable to such indemnified party under this Section 7 for any legal or
other expenses, other than reasonable costs of investigation, subsequently
incurred by such indemnified party in connection with the defense thereof,
unless (i) the indemnified

<PAGE>
                                      -26-

party shall have employed separate counsel in accordance with the proviso to the
immediately preceding sentence (it being understood, however, that in connection
with such action the indemnifying party shall not be liable for the expenses of
more than one separate counsel (in addition to local counsel) in any one action
or separate but substantially similar actions in the same jurisdiction arising
out of the same general allegations or circumstances, designated by Participants
who sold a majority in interest of the Registrable Securities and Exchange
Securities sold by all such Participants in the case of paragraph (a) of this
Section 7 or the Issuers in the case of paragraph (b) of this Section 7,
representing the indemnified parties under such paragraph (a) or paragraph (b),
as the case may be, who are parties to such action or actions) or (ii) the
indemnifying party has authorized in writing the employment of counsel for the
indemnified party at the expense of the indemnifying party. All fees and
expenses reimbursed pursuant to this paragraph (c) shall be reimbursed as they
are incurred or promptly thereafter. After such notice from the indemnifying
party to such indemnified party, the indemnifying party will not be liable for
the costs and expenses of any settlement of such action effected by such
indemnified party without the prior written consent of the indemnifying party
(which consent shall not be unreasonably withheld), unless such indemnified
party waived in writing its rights under this Section 7, in which case the
indemnified party may effect such a settlement without such consent.

                (d)     In circumstances in which the indemnity agreement
provided for in the preceding paragraphs of this Section 7 is unavailable to, or
insufficient to hold harmless, an indemnified party in respect of any losses,
claims, damages or liabilities (or actions in respect thereof), each
indemnifying party, in order to provide for just and equitable contribution,
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages or liabilities (or actions in respect
thereof) in such proportion as is appropriate to reflect (i) the relative
benefits received by the indemnifying party or parties on the one hand and the
indemnified party on the other from the offering of the Notes or (ii) if the
allocation provided by the foregoing clause (i) is not permitted by applicable
law, not only such relative benefits but also the relative fault of the
indemnifying party or parties on the one hand and the indemnified party on the
other in connection with the statements or omissions or alleged statements or
omissions that resulted in such losses, claims, damages or liabilities (or
actions in respect thereof), as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and such Participant on the other shall be deemed to be in the same proportion
as the total proceeds from the offering (before deducting expenses) of the Notes
received by the Company bear to the total net profit received by such
Participant in connection with the sale of the Notes. The relative fault of the
parties shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
on the one hand, or the Participants on the other, the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission or alleged statement or omission, and any other equitable
considerations appropriate in the circumstances. The parties agree that it would
not be equitable if

<PAGE>
                                      -27-

the amount of such contribution were determined by pro rata or per capita
allocation or by any other method of allocation that does not take into account
the equitable considerations referred to above in this paragraph (d).
Notwithstanding any other provision of this paragraph (d), no Participant shall
be obligated to make contributions hereunder that in the aggregate exceed the
total net profit received by such Participant in connection with the sale of the
Notes, less the aggregate amount of any damages that such Participant has
otherwise been required to pay by reason of the untrue or alleged untrue
statements or the omissions or alleged omissions to state a material fact, and
no person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. For purposes of this paragraph (d),
each person, if any, who controls a Participant within the meaning of Section 15
of the Act or Section 20 of the Exchange Act shall have the same rights to
contribution as the Participants, and each director of the Issuers, each officer
of the Issuers and each person, if any, who controls the Issuers within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act, shall have
the same rights to contribution as the Issuers.

        8.      Rules 144 and 144A

                The Issuers covenant and agree that they will file the reports
required to be filed by them under the Securities Act and the Exchange Act and
the rules and regulations adopted by the SEC thereunder in a timely manner in
accordance with the requirements of the Securities Act and the Exchange Act and,
if at any time the Company or any Guarantor is not required to file such
reports, the Company or such Guarantor, as the case may be, will, upon the
request of any Holder or beneficial owner of Registrable Securities, make
available such information necessary to permit sales pursuant to Rule 144A. The
Issuers further covenant and agree, for so long as any Registrable Securities
remain outstanding that they will take such further action as any Holder of
Registrable Securities may reasonably request, all to the extent required from
time to time to enable such holder to sell Registrable Securities without
registration under the Securities Act within the limitation of the exemptions
provided by Rule 144(k) under the Securities Act and Rule 144A.

        9.      Underwritten Registrations

                If any of the Registrable Securities covered by any Shelf
Registration are to be sold in an underwritten offering, the investment banker
or investment bankers and manager or managers that will manage the offering will
be selected by the Holders of a majority in aggregate principal amount of such
Registrable Securities included in such offering; provided that such investment
banker or investment bankers and manager or managers is or are reasonably
acceptable to the Company.

                No Holder of Registrable Securities may participate in any
underwritten registration hereunder unless such Holder (a) agrees to sell such
Holder's Registrable Securities on the basis provided in any underwriting
arrangements approved by the Persons entitled hereunder

<PAGE>
                                      -28-

to approve such arrangements and (b) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements, custody agreements,
lock-up agreements and other documents required under the terms of such
underwriting arrangements.

        10.     Miscellaneous

                (a)     No Inconsistent Agreements. None of the Issuers has, as
of the date hereof, and none of the Issuers shall, after the date of this
Agreement, enter into any agreement with respect to any of its securities that
is inconsistent with the rights granted to the Holders of Registrable Securities
in this Agreement or otherwise conflicts with the provisions hereof. The rights
granted to the Holders hereunder do not in any way conflict with and are not
inconsistent with the rights granted to the holders of the Issuers' other issued
and outstanding securities under any such agreements. None of the Issuers will
enter into any agreement with respect to any of their securities which will
grant to any Person piggy-back registration rights with respect to any Exchange
Offer Registration Statement.

                (b)     Adjustments Affecting Registrable Securities. The
Issuers shall not, directly or indirectly, take any action with respect to the
Registrable Securities as a class that would adversely affect the ability of the
Holders of Registrable Securities to include such Registrable Securities in a
registration undertaken pursuant to this Agreement.

                (c)     Amendments and Waivers. The provisions of this Agreement
may not be amended, modified or supplemented, and waivers or consents to
departures from the provisions hereof may not be given, otherwise than with the
prior written consent of (I) the Issuers, and (II) (A) the Holders of not less
than a majority in aggregate principal amount of the then outstanding
Registrable Securities and (B) in circumstances that would adversely affect the
Participating Broker-Dealers, the Participating Broker-Dealers holding not less
than a majority in aggregate principal amount of the Exchange Notes held by all
Participating Broker-Dealers; provided, however, that Section 7 and this Section
10(c) may not be amended, modified or supplemented without the prior written
consent of each Holder and each Participating Broker-Dealer (including any
person who was a Holder or Participating Broker-Dealer of Registrable Securities
or Exchange Notes, as the case may be, disposed of pursuant to any Registration
Statement) affected by any such amendment, modification or supplement.
Notwithstanding the foregoing, a waiver or consent to depart from the provisions
hereof with respect to a matter that relates exclusively to the rights of
Holders of Registrable Securities whose securities are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect, impair,
limit or compromise the rights of other Holders of Registrable Securities may be
given by Holders of at least a majority in aggregate principal amount of the
Registrable Securities being sold pursuant to such Registration Statement.

                (d)     Notices. All notices and other communications
(including, without limitation, any notices or other communications to the
Trustee) provided for or permitted

<PAGE>
                                      -29-

hereunder shall be made in writing by hand-delivery, registered first-class mail
or next-day air courier:

                (i)     if to a Holder of the Registrable Securities or any
        Participating Broker-Dealer, at the most current address of such Holder
        or Participating Broker-Dealer, as the case may be, set forth on the
        records of the registrar under the applicable Indenture, with a copy in
        like manner to the Initial Purchasers as follows:

                        Deutsche Bank Securities Inc.
                        60 Wall Street
                        New York, New York  10005
                        Facsimile No.:
                        Attention:  Corporate Finance Department

                        with a copy to:

                        Cahill Gordon & Reindel LLP
                        80 Pine Street
                        New York, New York  10005
                        Facsimile No.:  (212) 269-5420
                        Attention:  William B. Gannett, Esq.

                (ii)    if to the Initial Purchasers, at the address specified
        in Section 10(d)(i);

                (iii)   if to the Issuers, at the address as follows:

                        Crompton Corporation
                        199 Benson Road
                        Middlebury, Connecticut  06741
                        Attention:  Chief Financial Officer
                        With a copy to:  General Counsel

                        with a copy to:

                        Skadden, Arps, Slate, Meagher & Flom LLP
                        Four Times Square
                        New York, New York  10036
                        Attention:  Phyllis Korff, Esq.

                All such notices and communications shall be deemed to have been
duly given: when delivered by hand, if personally delivered; five Business Days
after being deposited in the mail, postage prepaid, if mailed; one Business Day
after being timely delivered to a next-day air courier; and upon written
confirmation, if sent by facsimile.

<PAGE>
                                      -30-

                Copies of all such notices, demands or other communications
shall be concurrently delivered by the Person giving the same to the Trustee at
the address and in the manner specified in the applicable Indenture.

                (e)     Successors and Assigns. This Agreement shall inure to
the benefit of and be binding upon the successors and assigns of each of the
parties hereto, the Holders and the Participating Broker-Dealers; provided,
however, that nothing herein shall be deemed to permit any assignment, transfer
or other disposition of Registrable Securities in violation of the terms of the
Purchase Agreement or the Indentures.

                (f)     Counterparts. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.

                (g)     Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                (h)     GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW THAT WOULD REQUIRE THE APPLICATION OF
ANY OTHER LAW.

                (i)     Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. It is hereby stipulated and declared
to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

                (j)     Notes Held by the Issuers or Their Affiliates. Whenever
the consent or approval of Holders of a specified percentage of Registrable
Securities is required hereunder, Registrable Securities held by the Issuers or
their affiliates (as such term is defined in Rule 405 under the Securities Act)
shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage.

<PAGE>
                                      -31-

                (k)     Third-Party Beneficiaries. Holders of Registrable
Securities and Participating Broker-Dealers are intended third-party
beneficiaries of this Agreement, and this Agreement may be enforced by such
Persons.

                (l)     Entire Agreement. This Agreement, together with the
Purchase Agreement and the Indentures, is intended by the parties as a final and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein and therein and any and all prior
oral or written agreements, representations, or warranties, contracts,
understandings, correspondence, conversations and memoranda between the Holders
on the one hand and the Issuers on the other, or between or among any agents,
representatives, parents, subsidiaries, affiliates, predecessors in interest or
successors in interest with respect to the subject matter hereof and thereof are
merged herein and replaced hereby.

<PAGE>

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

                                  CROMPTON CORPORATION

                                  By:  /s/ John R. Jepsen
                                       -----------------------------------------
                                       Name:  John R. Jepsen
                                       Title: Vice President and Treasurer

                                  By each of the Guarantors listed on Schedule I
                                  hereto:

                                  By:  /s/ John R. Jepsen
                                       -----------------------------------------
                                       Name:  John R. Jepsen
                                       Title: Treasurer

<PAGE>

The foregoing Agreement is hereby
confirmed and accepted as of the date
first above written.

By:  DEUTSCHE BANK SECURITIES INC.,
on its own behalf and on behalf of the Initial
Purchasers

DEUTSCHE BANK SECURITIES INC.

By:  /s/ Thomas V. Cole
     ----------------------------------------------
     Name:  Thomas Cole
     Title: Managing Director

By:  /s/ Elizabeth S. Chang
     ----------------------------------------------
     Name:  Elizabeth Chang
     Title: Director

<PAGE>

                                                                      SCHEDULE I

                                   Guarantors

                         Uniroyal Chemical Company Inc.
                         Uniroyal Chemical Company Inc.
                           Naugatuck Treatment Company
                          Crompton Holding Corporation
                          Crompton Colors Incorporated
                          Kem Manufacturing Corporation
                  Uniroyal Chemical Company Limited (Delaware)
                             GT Seed Treatment Inc.
                          GT Seed International Company
                        Uniroyal Chemical Export Limited
                           Crompton Sales Company Inc.
                         CNK Chemical Realty Corporation
                     Uniroyal Chemical Leasing Company, Inc.
                               Weber City Road LLC
                                 Monochem, Inc.
                             Crompton Monochem, Inc.
                           Davis Standard Corporation
                   Crompton Europe Financial Services Company