FREEDOM CHEMICAL CO S-1/A

AMENDMENT NO. 3 TO REGISTRATION STATEMENT

AMENDED AND RESTATED CREDIT AGREEMENT

EMPLOYMENT AGREEMENT BETWEEN FREEDOM CHEMICAL

STATEMENT RE: COMPUTATION OF RATIO OF EARNINGS

CONSENT OF COOPERS & LYBRAND L.L.P.

CONSENT OF KPMG PEAT MARWICK LLP

POWERS OF ATTORNEY OF ALEXANDER R. CASTALDI

POWERS OF ATTORNEY OF VINCENT P. LANGONE

LETTER OF TRANSMITTAL

NOTICE OF GUARANTEED DELIVERY