EXECUTION
COPY

    


    
      
        
          
            	
                    BANC OF AMERICA

                    SECURITIES LLC

                    One Bryant Park

                    New York, New York 10036

                  	
                    CITIGROUP GLOBAL

                    MARKETS INC.

                    390 Greenwich Street

                    New York, New York 10013

                  	
                    WELLS FARGO

                    SECURITIES, LLC

                    301 South College Street

                    Charlotte, North Carolina

                    28202

                  
	
                    BARCLAYS CAPITAL

                    745 Seventh Avenue

                    New York, New York 10019

                  	 
      	
                    GOLDMAN SACHS

                    LENDING PARTNERS LLC

                    200 West Street

                    New York, New York 10282

                  


          

        

      

    

    


    August
11, 2010

    


    Chemtura
Corporation

    199
Benson Road

    Middlebury,
CT 06749

    


    
      	
              Attention:

            	
              Stephen
      Forsyth

            


    

    Chief
Financial Officer

    


    
      	
               
      

            	
              Re:

            	
              Engagement
      for Term Facility

            


    

    


    Ladies
and Gentlemen:

     

    Chemtura
Corporation, a Delaware corporation (the “Company” or “you”) has advised
Banc of America Securities LLC (“BAS”), Citigroup (as
defined below), Wells Fargo Securities, LLC (“Wells Fargo”),
Barclays Capital (“Barclays”), the
investment banking division of Barclays Bank PLC, and Goldman Sachs Lending
Partners LLC (“GS”) that the Company
and certain of its subsidiaries, each a debtor and debtor-in-possession under
chapter 11 (“Chapter
11”) of title 11 of the United States Code (the “Bankruptcy Code”),
intend to be reorganized pursuant to a Chapter 11 plan of
reorganization.  In connection therewith, you have advised us that the
Company intends (a) to establish a $275 million senior secured asset-based
revolving credit facility (the “Revolving Facility”),
(b) to establish a senior secured term loan facility (the “Term Facility” and,
together with the Revolving Facility, the “Facilities”) having
the terms set forth on Exhibits A and B hereto and (c) to issue up to $750
million (subject to reduction by the principal amount of the Term Facility) in
principal amount of senior notes (the “Senior Notes”), the
proceeds of which would be used by the Company (i) to refinance the Company’s
amended and restated senior secured superpriority debtor-in-possession credit
agreement dated as of February 3, 2010 (as heretofore and hereafter amended,
supplemented or otherwise modified, the “Existing Credit
Agreement”), (ii) to pay certain other creditors and fund distributions
to be made in accordance with the Plan (as defined in Exhibit B-2), (iii) to pay
administration and priority claims, (iv) to make contributions to the Company’s
United States pension fund, (v) to pay transaction costs, fees and expenses
related to financings, including the Facilities and the Senior Notes, arranged
in connection with the Company’s emergence from Chapter 11 pursuant to the Plan,
(vi) to pay fees for professional services and (vii) for other general corporate
purposes and activities.  For purposes hereof, “Citigroup” shall mean
Citigroup Global Markets Inc. (“CGMI”), Citibank,
N.A., Citicorp USA, Inc., Citicorp North America, Inc. and/or any of their
affiliates as Citigroup shall determine to be appropriate to provide the
services contemplated herein.  BAS, Citigroup, Wells Fargo, Barclays
and GS are herein referred to as “we”, “us”, or the “Engagement
Parties”.  This letter and the exhibits and annexes attached
hereto are herein referred to collectively as this “Engagement
Letter”.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    The
purpose of this letter agreement is to confirm the engagement by the Company of
BAS, Citigroup and Wells Fargo as exclusive joint lead arrangers for the Term
Facility, and by the Company of the Engagement Parties as exclusive joint book
runners for the Term Facility, in each case upon and subject to the terms and
conditions of this letter agreement and the Summary of Terms and Conditions
attached hereto (the “Summary of
Terms”).  The transactions contemplated hereby, including the
arrangement and funding of the loans under the Term Facility (the “Loans”), the
Revolving Facility and the Senior Notes are collectively referred to herein as
the “Transactions”.

     

    1.           As
the Company’s joint book runners, the Engagement Parties will use their
commercially reasonable efforts to obtain commitments from financial
institutions and institutional lenders in consultation with and acceptable (such
acceptance not to be unreasonably withheld) to you (“Lenders”) to provide
or purchase the Loans, as applicable and, in connection therewith, will perform
the following functions as may be appropriate, in their reasonable judgment and
after consultation with the Company, to ensure the successful making or sale of
the Loans:  (i) advise the Company concerning the structure, price and
other terms and conditions for the Loans; (ii) assist the Company in preparing
informational materials (collectively with the Summary of Terms and any
additional summary of terms prepared for distribution to Public Lenders (as
hereinafter defined), the “Information
Materials”) to be used in connection with the Loans; (iii) solicit
interest in the Loans from prospective Lenders; (iv) facilitate communication
between the Company and prospective Lenders; (v) advise the Company in
connection with negotiations with Lenders relating to the Loans; and (vi)
regularly update you as to the progress of syndication efforts and any
information reasonably requested by you with respect thereto.

     

    No
additional book runners, agents, co-agents or arrangers will be appointed and no
other titles will be awarded unless you and we shall so agree.  In any
marketing material with respect to the Term Facility, (a) the names of BAS,
Citigroup and Wells Fargo will appear on the same line with the name of BAS
appearing to the left of the names of Citigroup and Wells Fargo, and the names
of Barclays and GS will appear on the same line immediately below the line
containing the name of BAS, and (b) if a columnar or other vertical presentation
of the names of the Engagement Parties is required, the name of BAS shall appear
first and the names of Citigroup, Wells Fargo, Barclays and GS shall appear
next.  You agree that, effective upon your acceptance of this
Engagement Letter and continuing through the earlier of November 30, 2010 and
the funding of the Loans, you shall not solicit any other bank, investment bank,
financial institution, person or entity to provide, structure, arrange or
syndicate the Term Facility or any other senior financing similar to the Term
Facility; provided that, the
Company and its subsidiaries shall be allowed to solicit any other bank,
investment bank, financial institution, person or entity to provide, structure,
arrange or syndicate any other senior financing similar to the Term Facility to
the extent the Company and its subsidiaries do so in discharge of their
fiduciary duties and obligations as debtors-in-possession.

     

    Any Loans
arranged by us will be as your agent and not on an underwritten basis by any
Engagement Party or any of its affiliates.  To facilitate our
arrangement efforts, you agree to use commercially reasonable efforts to
promptly notify BAS of all inquiries from prospective Lenders expressing
interest in  participating substantially in the Term Facility during
the period this engagement is in effect.  YOU FURTHER AGREE THAT
NOTHING HEREIN SHALL CONSTITUTE A COMMITMENT OR OFFER BY ANY ENGAGEMENT PARTY OR
ANY OF ITS AFFILIATES TO PROVIDE OR UNDERWRITE ANY PORTION OF THE LOANS, AND
THAT ANY SUCH COMMITMENT OR OFFER WOULD BE EVIDENCED BY AN ADDITIONAL AGREEMENT
BETWEEN THE APPLICABLE ENGAGEMENT PARTIES (OR THE APPLICABLE AFFILIATES THEREOF)
AND THE COMPANY.

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    It is
specifically understood that the Company will not base its decisions regarding
whether and how to pursue the Transactions or any portion thereof solely on the
Engagement Parties’ (or their affiliates’) advice, but will also consider the
advice of the Company’s legal, tax and other business advisors and such other
factors that it considers appropriate.  The Company shall have the
option, at its sole discretion, to accept or reject any advice given to it by
any Engagement Party and to undertake or not undertake the Transactions or any
portion thereof.  Each Engagement Party is serving as an independent
contractor under this letter agreement in connection with the performance of its
services hereunder and not as a fiduciary or trustee of any party.

     

    You agree
to obtain approval from the Bankruptcy Court (as defined in the Plan) for the
payment of all fees, expenses, indemnities and other obligations set forth in
this Engagement Letter and the Fee Letter (as defined in Schedule A
hereto).

    


    2.           You
agree to use commercially reasonable efforts to assist the Engagement Parties in
achieving a syndication of the Loans that is reasonably satisfactory to the
Engagement Parties and you (provided, that your obligation to use such efforts
shall cease upon the earlier of completion of such syndication and the date that
is 60 days after the Closing Date).  Such assistance shall include (a)
your providing, and using commercially reasonable efforts to cause your advisors
to provide, to the Engagement Parties and the Lenders, upon request, all
information reasonably deemed necessary by the Engagement Parties to complete
syndication, (b) your assistance in the preparation of a customary Information
Memorandum to be used in connection with the syndication of the Loans, (c) your
using commercially reasonable efforts to ensure that the syndication efforts
benefit from your existing banking relationships and (d) otherwise using
commercially reasonable efforts to assist the Engagement Parties in their
syndication efforts, including by making your senior management and using
commercially reasonable efforts to make your advisors available from time to
time to attend and make presentations regarding the business and prospects of
the Company and its subsidiaries at one or more meetings of prospective Lenders
at mutually agreed upon times as the Engagement Parties may reasonably
request.

     

    It is
understood and agreed that BAS in consultation with you will manage all aspects
of the syndication, including decisions as to the selection of prospective
Lenders (subject to your prior approval (not to be unreasonably withheld) of all
Lenders) and any titles offered to proposed Lenders, when commitments will be
accepted and the final allocations of the commitments among the
Lenders.  It is understood that no Lender participating in the Term
Facility will receive compensation from you in order to obtain its commitment,
except on the terms contained herein and in the Summary of Terms.

     

    You
hereby represent, warrant and covenant that (a) all information, other than
Projections (as defined below), which has been or is hereafter made available to
any Engagement Party, any Lender or any potential Lender by you or any of your
representatives (or on your or their behalf) in connection with the transactions
contemplated hereby (collectively, “Information”) is and
will be (taken as a whole) complete and correct in all material respects and
does not and will not (taken as a whole) contain any untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements contained therein, taken as a whole, not misleading in light of the
circumstances under which such statements were or are made; and (b) all
financial projections concerning Company and subsidiaries that have been or are
hereafter made available to any Engagement Party, any Lender or any potential
Lender by you or any of your representatives (“Projections”) have
been and will be prepared in good faith based upon assumptions that are or were
reasonably believed by the preparer thereof to be reasonable as of the date of
the preparation of such Projections (it being understood that the Projections
are subject to significant uncertainties and contingencies, many of which are
beyond the Company’s control, and that no assurance can be given that the
Projections will be realized).  If, at any time from the date hereof
until the termination of this Engagement Letter, any of the representations and
warranties in the preceding sentence would not be accurate and complete in any
material respect if the Information or Projections were being furnished, and
such representations and warranties were being made, at such time, then the
Company agrees to promptly supplement the Information and/or Projections from
time to time so that the representations and warranties contained in this
paragraph remain accurate and complete in all material respects as described in
the preceding sentence.  In arranging and syndicating the Term
Facility, the Engagement Parties are and will be using and relying on the
Information and the Projections without independent verification
thereof.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    You
acknowledge that (a) the Engagement Parties on your behalf will make available
Information Materials to the proposed syndicate of Lenders by posting the
Information Materials on IntraLinks or another similar electronic system and (b)
certain prospective Lenders (such Lenders, “Public Lenders”; all
other Lenders, “Private Lenders”) may
have personnel that do not wish to receive material non-public information
(within the meaning of the United States federal securities laws, “MNPI”) with respect
to the Company, its affiliates or any other entity, or the respective securities
of any of the foregoing, and who may be engaged in investment and other
market-related activities with respect to such entities’
securities.  If requested, you will assist us in preparing an
additional version of the Information Materials not containing MNPI (the “Public Information
Materials”) to be distributed to prospective Public Lenders.

     

    Before
distribution of any Information Materials (a) to prospective Private Lenders,
you shall provide us with a customary letter authorizing the dissemination of
the Information Materials and (b) to prospective Public Lenders, you shall
provide us with a customary letter authorizing the dissemination of the Public
Information Materials and confirming the absence of MNPI
therefrom.  In addition, at our request, you shall identify Public
Information Materials by clearly and conspicuously marking the same as
“PUBLIC”.

     

    You agree
that the Engagement Parties on your behalf may distribute the following
documents to all prospective Lenders, unless you advise the Engagement Parties
in writing (including by email) within a reasonable time prior to their intended
distributions that such material should only be distributed to prospective
Private Lenders:  (a) administrative materials for prospective Lenders
such as lender meeting invitations and funding and closing memoranda, (b)
notifications of changes to the terms of the Term Facility and (c) drafts and
final versions of definitive documents with respect to the Term
Facility.  If you advise us that any of the foregoing items should be
distributed only to Private Lenders, then the Engagement Parties will not
distribute such materials to Public Lenders without further discussions with
you.  You agree (whether or not any Information Materials are marked
“PUBLIC”) that Information Materials made available to prospective Public
Lenders in accordance with this Engagement Letter shall not contain MNPI;
provided that you shall have no obligation to mark any Information Materials
“PUBLIC”.

     

    3.           By
accepting delivery of this Engagement Letter, the Company agrees that this
Engagement Letter is for the Company’s confidential use only and that neither
its existence nor its terms will be disclosed by the Company to any person other
than the Company’s affiliates and its and their respective officers, directors,
employees, advisors, agents and representatives (the “Company
Representatives”), and then only on a confidential and “need to know”
basis in connection with the transactions contemplated hereby; provided,
however, that the Company may make public disclosures of the terms and
conditions hereof (other than the Fee Letter and its terms and substance, except
as set forth in the Fee Letter) (a) as it is required by law or regulations or
by subpoena or similar legal process (in which case the Company shall use
commercially reasonable efforts to inform the Engagement Parties promptly
thereof prior to such disclosure to the extent it is legally permitted to do
so), in the opinion of the Company’s counsel, to make, (b) in connection with
any exercise of remedies under or in connection with a breach of this letter
agreement or the definitive agreement entered into in connection herewith, (c)
to the extent necessary to obtain required approval from any governmental
authority (including a bankruptcy court) for the Term Facility or the fees,
expenses, indemnities and other obligations set forth herein and in the Fee
Letter or (d)(i) excluding Schedule A hereto, to any official committee
appointed in the Company’s bankruptcy cases and to the ad hoc committee of
bondholders in the Company’s bankruptcy cases, and their respective legal and
financial advisors or (ii) Schedule A hereto to legal and financial advisors,
but not members, of any official committee appointed in the Company’s bankruptcy
cases and of the ad hoc committee of bondholders in the Company’s bankruptcy
cases; provided that you agree to use your commercially reasonable efforts to
prevent the contents of Schedule A hereto from becoming publicly available
including, without limitation, by the filing of a motion or an ex parte request
pursuant to Sections 105(a) and 107(b) of the Bankruptcy Code and Bankruptcy
Rule 9018, as applicable, in each case seeking an order of the Bankruptcy Court
authorizing the Company to file Schedule A hereto under seal, and to take such
other actions as any of the Engagement Parties may reasonably request to
preserve, as far as reasonably practicable, the confidentiality of Schedule A
hereto in connection with any such disclosure.

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    The
Engagement Parties will treat as confidential all confidential information
provided to them by or on behalf of the Company hereunder and will not disclose
any such information to any person without the prior written consent of the
Company; provided that nothing
herein shall prevent any Engagement Party from disclosing any such information
(a) to  such Engagement Party’s and its affiliates’ employees,
officers, directors, agents and advisors who are informed of the confidential
nature of such information and instructed to keep such information confidential,
(b) to the extent requested by any regulatory or self-regulatory authority, (c)
to the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (d) in connection with the exercise of any remedies
hereunder or the enforcement of rights hereunder or any suit, action or
proceeding relating to this letter or other agreements in connection herewith,
(e) to assignees or participants or potential assignees or participants in the
Term Facility, or (f) to the extent that such information becomes publicly
available other than by reason of disclosure by such Engagement Party in
violation of this paragraph or becomes available to such Engagement Party on a
nonconfidential basis from a source other than the Company or the Company
Representatives, provided that such source is not known by such Engagement Party
to be bound by a confidentiality obligation to the Company or the Company
Representatives.

    


    You
acknowledge that each Engagement Party or its affiliates may be providing
financing or other services to parties whose interests may conflict with
yours.  Each Engagement Party agrees that it will not furnish
confidential information obtained from you to any of its other customers and
that it will treat confidential information relating to you and your affiliates
with the same degree of care as it treats their own confidential
information.  The Engagement Parties further advise you that they will
not make available to you confidential information that they have obtained or
may obtain from any other customer.  In connection with the services
and transactions contemplated hereby, you agree that each Engagement Party is
permitted to access, use and share, with any of its affiliates, agents, advisors
or representatives, any information concerning you or any of your affiliates
that is or may come into the possession of such Engagement Party or any of its
affiliates.

    


    4.           Fees
to be paid as consideration for the services provided hereunder as well as all
other fees and discount contemplated in connection herewith are to be paid as
set forth in Schedule A hereto.  By executing this Engagement Letter,
you agree to pay or reimburse the Engagement Parties on demand for all
reasonable and documented out-of-pocket costs and expenses incurred by the
Engagement Parties (whether incurred before or after the date hereof) in
connection with the Term Facility and the preparation, negotiation, execution
and delivery of this Engagement Letter, the definitive documentation therefor
and the other transactions contemplated hereby, including without limitation,
due diligence expenses and the reasonable fees and expenses of Shearman &
Sterling LLP (it being understood that fees and expenses of not more than one
counsel for  all of the Engagement Parties shall be payable or
reimburseable under the preceding provisions of this sentence) and special and
local counsel (in each case reasonably retained by the Engagement Parties
jointly), regardless of whether any of the transactions contemplated hereby are
consummated.  You will also pay all documented out-of-pocket costs and
expenses of the Engagement Parties (including without limitation, the reasonable
fees and disbursements of Shearman & Sterling LLP and special and local
counsel (in each case reasonably retained by the Engagement Parties jointly))
incurred in connection with the enforcement of any of their rights and remedies
under this Engagement Letter.

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    5.           This
offer will expire at 5:00 p.m. (New York City time) on August 11, 2010, unless
you execute this Engagement Letter and the Fee Letter and return them to us
prior to that time.  This Engagement Letter, except as expressly
provided herein, shall automatically terminate on the earliest of (a) the date
of the definitive documentation for the Term Facility, (b) the completion of the
reorganization without the closing of the Term Facility, (c) the dismissal or
conversion to proceedings under Chapter 7 of the Bankruptcy Code (other than any
dismissal or conversion in respect of a de minimis subsidiary of the Company) or
the appointment of a trustee or examiner with enlarged powers relating to the
operation of the business (powers beyond those set forth in sections 1106(a)(3)
and (4) of the Bankruptcy Code), except to the extent contemplated by or
provided for under the Plan, and (d) 11:59 p.m. New York City time, on November
30, 2010 if the definitive documentation for the Term Facility has not been
entered into on or prior to such date.  This Engagement Letter and the
Fee Letter shall be of no force and effect unless (i) executed by you and
delivered to us within the time frame required by the initial sentence of this
Section 5, and (ii) the Bankruptcy Court shall have approved the payment of all
fees, expenses, indemnities and other obligations set forth in this Engagement
Letter and in the Fee Letter.

     

    6.           The
Company and BAS shall have the right to approve every formal written
communication, including the Information Memorandum, from the Company or any
parties acting on its behalf (including any Engagement Party) to any Lender or
potential Lender directly relating to the offer and sale of the
Loans.

     

    7.           In
connection with all aspects of each transaction contemplated by this letter, you
acknowledge and agree, and acknowledge your affiliates’ understanding, that (a)
the Term Facility and any related arranging or other services described in this
letter constitute an arm’s-length commercial transaction between you and your
affiliates, on the one hand, and each Engagement Party and its affiliates, on
the other hand, and you are capable of evaluating and understanding, and do
understand and accept, the terms, risks and conditions of the transactions
contemplated by this Engagement Letter; (b) in connection with the process
leading to such transaction, each Engagement Party is and has been acting solely
as a principal and is not the financial advisor, agent or fiduciary for you or
any of your affiliates, stockholders, creditors or employees or any other party;
(c) no Engagement Party has assumed or will assume an advisory, agency or
fiduciary responsibility in your or your affiliates’ favor with respect to any
of the transactions contemplated hereby or the process leading thereto
(irrespective of whether such Engagement Party has advised or is currently
advising you or your affiliates on other matters) and no Engagement Party has
any obligation to you or your affiliates with respect to the transactions
contemplated hereby except those obligations expressly set forth in this letter;
(d) each Engagement Party and its affiliates may be engaged in a broad range of
transactions that involve interests that differ from yours and your affiliates,
and no Engagement Party has any obligation to disclose any of such interests by
virtue of any advisory, agency or fiduciary relationship; and (e) no Engagement
Party has provided any legal, accounting, regulatory or tax advice with respect
to any of the transactions contemplated hereby and you have consulted your own
legal, accounting, regulatory and tax advisors to the extent you have deemed
appropriate.  You hereby waive and release, to the fullest extent
permitted by law, any claims that you may have against any Engagement Party with
respect to any breach or alleged breach of agency or fiduciary
duty.

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    8.           You
agree to indemnify and hold harmless each Engagement Party, each Lender, and
each of their respective affiliates and each of their respective officers,
directors, employees, agents, advisors and representatives (each an “Indemnified Party”)
from and against (and will reimburse each Indemnified Party as the same are
incurred for) any and all claims, damages, losses, liabilities and expenses
(including, without limitation, the reasonable and documented fees and
disbursements of outside counsel) that may be incurred by or asserted or awarded
against any Indemnified Party, in each case arising out of or in connection with
or by reason of (including, without limitation, in connection with any
investigation, litigation or proceeding or the preparation of a defense in
connection therewith) (a) any matters contemplated by this Engagement Letter or
any related transaction or (b) the Term Loan Facility, or any use made or
proposed to be made with the proceeds thereof, except to the extent such claim,
damage, loss, liability or expense is found in a final, non-appealable judgment
by a court of competent jurisdiction to have resulted primarily from such
Indemnified Party’s gross negligence or willful misconduct.  In the
case of an investigation, litigation or proceeding to which the indemnity in
this paragraph applies, such indemnity shall be effective whether or not such
investigation, litigation or proceeding is brought by the Company, any of its
directors, security holders or creditors, an Indemnified Party or any other
person or whether or not an Indemnified Party is otherwise a party thereto and
whether or not the transactions contemplated hereby are
consummated.  You also agree that no Indemnified Party shall have any
liability (whether direct or indirect, in contract or tort or otherwise) to you
or your affiliates or to your or their respective security holders or creditors
arising out of, related to or in connection with any aspect of the transactions
contemplated hereby, except to the extent such liability is determined in a
final, non-appealable judgment by a court of competent jurisdiction to have
resulted primarily from such Indemnified Party’s gross negligence or willful
misconduct.  In no event, however, shall any Indemnified Party be
liable on any theory of liability for any special, indirect, consequential or
punitive damages (including without limitation, any loss of profits, business or
anticipated savings).  It is further agreed that each Engagement Party
shall only have liability to you (as opposed to any other
person).  Notwithstanding any other provision of this Engagement
Letter, no Indemnified Party shall be liable for any damages arising from the
use by others of information or other materials obtained through electronic
telecommunications or other information transmission systems, except to the
extent such liability is determined in a final, non-appealable judgment by a
court of competent jurisdiction to have resulted primarily from such Indemnified
Party’s gross negligence or willful misconduct.

     

    9.           The
Engagement Parties hereby notify you that pursuant to the requirements of the
USA Patriot Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001)
(“Act”), the
Engagement Parties are required to obtain, verify and record information that
identifies Company, which information includes Company's legal name, address,
tax ID number and other information that will allow the Engagement Parties to
identify Company in accordance with the Act.

     

    10.         In
the event of any termination of this Engagement Letter or any undertaking
hereunder, the compensation, reimbursement, indemnification, confidentiality,
jurisdiction, governing law and waiver of jury trial provisions contained herein
and in the Fee Letter shall remain in full force and effect regardless of
whether definitive financing documentation for the Term Facility shall be
executed and delivered and notwithstanding the termination of this Engagement
Letter or any of the Engagement Parties’ agreements to perform any services
described herein; provided that
notwithstanding Section 5 hereof or anything else to the contrary herein, your
obligations under this Engagement Letter, other than those relating to
confidentiality and to the syndication of the Term Facility, shall, to the
extent covered by the definitive documentation relating to the Term Facility,
automatically terminate and be superseded by the applicable provisions contained
in such definitive documentation upon the initial extension of credit under the
Term Facility.

     

    11.         This
Engagement Letter and the Fee Letter contains the entire understanding of the
parties relating to the matters contemplated hereby, superseding all prior
agreements or understandings with respect thereto.  This Engagement
Letter and the Fee Letter may be executed in counterparts which, taken together,
shall constitute an original.  Delivery of an executed counterpart of
this Engagement Letter or the Fee Letter by facsimile or electronic transmission
shall be effective as delivery of a manually executed counterpart hereof or
thereof.

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    12.         This
Engagement Letter and the Fee Letter shall be governed by the laws of the State
of New York.  Each of you and the Engagement Parties hereby
irrevocably waives any and all right to trial by jury in any action, proceeding
or counterclaim (whether based on contract, tort or otherwise) arising out of or
relating to this Engagement Letter, the Fee Letter, the transactions
contemplated hereby or thereby, or the actions of any Engagement Party in the
negotiation, performance or enforcement hereof or thereof.  The
Company irrevocably and unconditionally (i) submits to the exclusive
jurisdiction of any Federal court located in the City of New York (including the
Bankruptcy Court) or, if that court does not have subject matter jurisdiction,
in any New York State court located in the City of New York, over any suit,
action or proceeding arising out of or relating to this Engagement Letter, (ii)
accepts for itself and in respect of its property the jurisdiction of such
courts, (iii) waives any objection to the laying of venue of any such suit,
action or proceeding brought in any such courts and any claim that any such
suit, action or proceeding has been brought in an inconvenient forum and (iv)
consents to the service of any process, summons, notice or document in any such
suit, action or proceeding by registered mail addressed to the Company at its
address specified on the first page of this Engagement Letter.  A
final judgment in any such suit, action or proceeding will be conclusive and may
be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law.  Nothing herein will affect the right of any
Engagement Party to serve legal process in any other manner permitted by law or
affect any Engagement Party’s right to bring any suit, action or proceeding
against the Company or its property in the courts of other
jurisdictions.  This letter agreement is not assignable by any of the
parties hereto without the prior written consent of the other parties and is
intended to be solely for the benefit of the parties hereto and the Indemnified
Parties.

    

      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

     

    
      If this
letter agreement reflects our agreement, please indicate your acceptance by
signing in the space below.

        

      Sincerely,

    

     

    
      
        
          	
                  BANC
      OF AMERICA SECURITIES LLC

                	 
      
	 
      	 
      
	
                  By

                	 
      	 
      
	 
      	
                  Name:

                	 
      
	 
      	
                  Title:

                	 
      


        

      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        
          	
                  CITIGROUP
      GLOBAL MARKETS INC.

                	 
      
	 
      	 
      	 
      
	
                  By

                	 
      	 
      
	 
      	
                  Name:

                	 
      
	 
      	
                  Title:

                	 
      


        

      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        
          	
                  WELLS
      FARGO SECURITIES, LLC

                	 
      
	 
      	 
      	 
      
	
                  By

                	 
      	 
      
	 
      	
                  Name:

                	 
      
	 
      	
                  Title:

                	 
      


        

      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        
          	
                  BARCLAYS
      BANK PLC

                	 
      
	 
      	 
      	 
      
	
                  By

                	 
      	 
      
	 
      	
                  Name:

                	 
      
	 
      	
                  Title:

                	 
      


        

      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        
          	
                  GOLDMAN
      SACHS LENDING PARTNERS LLC

                	 
      
	 
      	 
      	 
      
	
                  By

                	 
      	 
      
	 
      	
                  Name:

                	 
      
	 
      	
                  Title:

                	 
      


        

      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        
          
            	
                    Accepted
      and Agreed to as of

                  	 
      
	
                    the
      date first above written:

                  	 
      
	 
      	 
      	 
      
	
                    CHEMTURA
      CORPORATION

                  	 
      
	 
      	 
      	 
      
	
                    By

                  	 
      	 
      
	 
      	
                    Name:

                  	 
      
	 
      	
                    Title:

                  	 
      


          

        

      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedule A –
Fees

      


      As
consideration for the services to be provided hereunder, the Company will pay to
each of the Engagement Parties a non-refundable fee equal to its percentage
share (set forth below) of 1.5% of the aggregate principal amount of the Loans
funded under the Term Facility on the Closing Date, earned and payable on the
Closing Date.  In addition, so long as (a) the proceeds of the Term
Facility have been released from escrow and remitted to the Company and (b) the
Loans are not subject to a special mandatory prepayment described under the
heading “Escrow of Proceeds; Special Mandatory Prepayment” in Exhibit A to the
Engagement Letter (such events described in clauses (a) and (b), the “Term Loan Proceeds
Release”), each Engagement Party will be entitled, if the Company’s
elects to pay such incentive fee in its sole discretion, to receive an incentive
fee equal to its percentage share (set forth below) of up to 0.25% of the
aggregate principal amount of Loans borrowed under the Term Facility after the
Term Loan Proceeds Release occurs.  The Engagement Parties shall be
entitled to the fees that are paid as described in the preceding sentences of
this Schedule A in the following percentages:  (i) 22.5% for BAS; (ii)
22.5% for Citigroup; (iii) 22.5% for Wells Fargo; (iv) 22.5% for Barclays; and
(v) 10% for GS.

      


      In
addition, the Company has agreed to pay the non-refundable administrative agency
fee set forth in the Fee Letter dated as of the date hereof and delivered
herewith (the “Fee
Letter”).

      


      In
addition, the Company may elect, as consideration for the funding by the
Lenders, to agree to permit each Lender to fund the principal amount of its Loan
on the Closing Date with original issue discount representing up to 2% of the
principal amount of such Lender’s Loan.  In the event the Loans are
subject to a special mandatory prepayment described under the heading “Escrow of
Proceeds; Special Mandatory Prepayment” in Exhibit A to the Engagement Letter,
the amount paid to each Lender in respect of the principal amount of the Loan
held by such Lender shall not exceed the amount funded in cash by such Lender on
the Closing Date.


    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    CONFIDENTIAL

     

    Exhibit
A

     

    Chemtura
Corporation

     

    Summary
of Material Terms and Conditions of Term Facility

     

    This term
sheet is for discussion
purposes only and does not constitute a commitment to lend or to
syndicate a financing or an agreement to prepare, negotiate, execute or deliver
such a commitment.

     

    
      
        
          
            
              
                	
                        Borrower:

                      	 	
                        Chemtura
      Corporation, a Delaware corporation (the “Company”).

                      
	 
      	 	 
      
	
                        Guarantors:

                      	 	
                        All
      of the Company’s direct and indirect wholly-owned subsidiaries (other than
      those subsidiaries contemplated under the Plan (as defined in Exhibit B-2)
      to be liquidated, dissolved or merged into other Guarantors prior to the
      date that is 90 days after the Closing Date (provided that such
      subsidiaries shall be required to become Guarantors if not so liquidated,
      dissolved or merged by such date)) that were guarantors under the
      Company’s amended and restated senior secured superpriority
      debtor-in-possession credit agreement dated as of February 3, 2010 (as
      heretofore and hereafter amended, supplemented or otherwise modified, the
      “Existing Credit
      Agreement”), and all of the Company’s direct and indirect
      wholly-owned material domestic subsidiaries formed or
      acquired  after the Closing Date (collectively, the “Guarantors”).  The
      Company and the Guarantors are referred to herein as “Loan Parties” and
      each, a “Loan Party”.  All obligations of the Company under the
      Term Facility and the Loan Parties’ obligations under any interest rate
      protection or other hedging arrangements (“Term Facility Hedging
      Arrangements”) entered into with, and under any cash management
      services (“Term Facility
      Cash Management Services”) provided by, any entity that is a Term
      Lender at the time of such transaction, or any affiliate thereof, will be
      unconditionally guaranteed by the Guarantors.

                      
	 
      	 	 
      
	
                        Term
      Lenders:

                      	 	
                        Financial
      institutions or entities acceptable to the Administrative Agent with the
      consent of the Company (not to be unreasonably withheld) (the “Term
      Lenders”).

                      
	 
      	 	 
      
	
                        Administrative
      Agent:

                      	 	
                        Bank
      of America, N.A. or an affiliate thereof (in such capacity, the “Administrative
      Agent”).

                      
	 
      	 	 
      
	
                        Collateral
      Agent:

                      	 	
                        Bank
      of America, N.A. or an affiliate thereof (in such capacity, the “Collateral Agent” and
      together with the Administrative Agent, the “Agents”).

                      


              

            

          

        

      

    

     

    
      
         


      

      
        A-1

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  Syndication
      Agent:

                	 	
                  Citibank,
      N.A. or an affiliate thereof.

                
	 
      	 	 
      
	
                  Co-Documentation
      Agents:

                	 	
                  Wells
      Fargo Securities, LLC, Barclays Capital, the investment banking division
      of Barclays Bank PLC and Goldman Sachs Lending Partners LLC, or in each
      case an affiliate thereof.

                
	 
      	 	 
      
	
                  Joint
      Lead Arrangers:

                	 	
                  Banc
      of America Securities LLC, Citigroup Global Markets Inc. and Wells Fargo
      Securities, LLC (collectively, “Arrangers”).

                
	 
      	 	 
      
	
                  Joint
      Book Runners:

                	 	
                  Banc
      of America Securities LLC, Citigroup Global Markets Inc., Wells Fargo
      Securities, LLC, Barclays Capital, the investment banking division of
      Barclays Bank PLC and Goldman Sachs Lending Partners
  LLC.

                
	 
      	 	 
      
	
                  Term
      Facility:

                	 	
                  A
      senior secured term loan facility in an aggregate principal amount of up
      to $750 million (less the principal amount of Senior Notes funded on the
      Closing Date (as defined below)) (the “Term
      Facility”).  Loans under the Term Facility (the “Term Loans”) shall be
      denominated in US Dollars.

                
	 
      	 	 
      
	 
      	 	
                  All
      Term Loans shall become due and payable on the Term Facility Termination
      Date.

                
	 
      	 	 
      
	
                  Term
      Facility Termination Date:

                	 	
                  The
      “Term Facility
      Termination Date” shall be the earliest of (a) the sixth
      anniversary of the date on which all conditions precedent set forth in
      Exhibit B-1 hereto are satisfied or waived (the “Closing Date”) and (b)
      the acceleration of the Term Loans and the termination of the commitments
      under the Term Facility in accordance with the Loan
    Documents.

                
	 
      	 	 
      
	
                  Purpose:

                	 	
                  Proceeds
      of the Term Loans shall be used solely to refinance the Existing Credit
      Agreement, to pay certain other creditors, to pay administration and
      priority claims, to make contributions to the Company’s United States
      pension fund, to pay distributions and finance other payments and reserves
      contemplated under the Plan and Disclosure Statement, and for other
      general corporate purposes and activities (including payment of fees and
      expenses in connection with the transactions contemplated hereby and
      working capital).

                


        

      

    

    



    
      
         


      

      
        A-2

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  Escrow
      of Proceeds; Special Mandatory Prepayment:

                	 	
                  Pursuant
      to an escrow agreement, the proceeds of the Term Loans will be funded,
      together with a deposit by the Company of the additional amounts necessary
      to prepay the Term Loans in connection with the special mandatory
      prepayment described below, which shall consist of a cash deposit in an
      amount sufficient to fund the interest expected to accrue on the Term
      Loans for the period from the Closing Date to the initial Escrow End Date
      (as defined below), into a segregated escrow account (the “Escrow Account”) until
      the date that the escrow release conditions (set forth on Exhibit B-2
      hereto) are satisfied or a special mandatory prepayment is
      required.  The escrowed funds will be released to the Company on
      the date (the “Escrow
      Release Date”) on which such escrow release conditions are
      satisfied if such date occurs on or prior to the 60th day following the
      Closing Date (such date, as it may be extended at the Company’s election,
      for an additional 30 days on no more than two occasions, the “Escrow End
      Date”).  Escrow funds will be released to effect a
      special mandatory prepayment to the Term Lenders (in an amount equal to
      the sum of 100% of the portion of the outstanding principal amount of the
      Term Loans that is actually funded on the Closing Date into the Escrow
      Account plus accrued and unpaid interest on the outstanding principal
      amount of the Term Loans) if the Bankruptcy Court (as defined in the Plan)
      does not approve the Plan described in Exhibit B-2 prior to the Escrow End
      Date or if the escrow release conditions are not met (or the Company
      determines that they cannot be met) on or prior to the Escrow End
      Date.  Amounts remaining in the Escrow Account after making such
      special mandatory prepayment will be released to the
    Company.

                
	 
      	 	 
      
	
                  Loan
      Documents:

                	 	
                  The
      Term Facility will be documented by a credit agreement (the “Term Facility Credit
      Agreement”) and other guarantees, security agreements, an
      intercreditor agreement with the holders of the loans under the Revolving
      Facility (the “Revolving
      Loans”) or their representative(s), and other relevant
      documentation (together with the Term Facility Credit Agreement,
      collectively, the “Loan
      Documents”) reflecting the terms and provisions set forth in this
      term sheet and Exhibits B-1 and B-2 to the Engagement Letter and, to the
      extent not covered by such terms and provisions, otherwise reasonably
      acceptable to the Company and the Engagement Parties.

                
	 
      	 	 
      
	
                  Interest
      Rates and Fees:

                	 	
                  As
      set forth on Annex A attached
hereto.

                


        

      

    

     

    
      
         


      

      
        A-3

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  Incremental
      Facility:

                	 	
                  The
      Company will have the right to request additional term loans under the
      Term Facility or under a new term loan facility (the “Additional Term Loans”)
      from time to time in an aggregate maximum principal amount of
      $125,000,000; provided that (i) the
      principal amount of Additional Term Loans so requested each time shall not
      be less than $25,000,000, (ii) the maturity date of the Additional Term
      Loans shall be no earlier than the maturity date of the Term Loans, and
      the weighted average life to maturity of the Additional Term Loans shall
      be no shorter than the weighted average life to maturity of the Term
      Loans, (iii) the interest rate margins applicable to the Additional Term
      Loans shall be determined by the Company and the lenders thereunder,
      provided that in the event the interest rate margins (other than as a
      result of the imposition of default interest) for any Additional Term
      Loans are higher than the interest rate margins for the Term Loans by more
      than 50 basis points, then the interest rate margins for the Term Loans
      shall be increased to the extent necessary so that such interest rate
      margins are equal to the interest rate margins for such Additional Term
      Loans, minus 50 basis points; provided further that, in determining the
      interest rate margins applicable to the Additional Term Loans and the Term
      Loans (x) OID or upfront fees (which shall be deemed to constitute like
      amounts of OID) payable by any Loan Party to the Lenders under the Term
      Loans or any Additional Term Loans in the initial primary syndication
      thereof shall be included (with OID being equated to interest based on
      assumed 4-year life to maturity), (y) customary arrangement, structuring,
      underwriting or commitment fees (or similar fee, however denominated)
      payable to any of the Joint Book Runners (or their affiliates) in
      connection with the Term Loans or to one or more arrangers (or their
      affiliates) of any Additional Term Loans shall be excluded and (z) if
      there is an interest rate floor applicable to the Additional Term Loans
      that is greater than the interest rate floor applicable to the Term Loans,
      such increased amount at the time of such determination shall be equated
      to an increased interest rate margin for purposes of determining any
      increase to the applicable interest rate margin under the Term Loans, (iv)
      immediately after giving pro forma effect to the Additional Term Loans,
      the Company would be in pro forma compliance with each of the financial
      covenants in the Term Facility Credit Agreement, and (v) no Event of
      Default, or event which with the giving of notice or lapse of time or both
      would be an Event of Default, has occurred and is
      continuing.  The Company may offer the increase to (x) its
      existing Term Lenders, and each existing Term Lender will have the right,
      but no obligation, to commit to all or a portion of the proposed
      Additional Term Loans or (y) third party financial institutions acceptable
      to the Administrative Agent (if Administrative Agent’s consent is required
      under the heading “Assignments and Participations” below for an assignment
      of the Term Loans to such institutions) (such acceptance not to be
      unreasonably withheld or delayed), provided that the
      minimum commitment of each such third party financial institution equals
      or exceeds $1,000,000.

                


        

      

    

     

    
      
         


      

      
        A-4

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  Optional
      Prepayments:

                	 	
                  The
      Company may, upon at least 3 business days’ notice for LIBO Rate Loans and
      1 business day’s notice for Base Rate Loans and at the end of any
      applicable interest period (or at other times with the payment of
      applicable breakage costs), prepay in full or in part, without premium or
      penalty (other than such breakage costs), the Term Loans; provided that each such
      partial prepayment shall be in an aggregate amount of $5,000,000 or
      multiples of $1,000,000 in excess thereof (or, if less, the then
      outstanding principal amount of the Term Loans).

                
	 
      	 	 
      
	
                  Mandatory
      Prepayments:

                	 	
                  Mandatory
      prepayments of the Term Loans shall be required in an amount equal to (i)
      100% of the net cash proceeds from any issuance or incurrence of debt,
      other than debt permitted under the Term Facility Credit Agreement and
      other customary exceptions to be agreed upon, (ii) 100% of the net cash
      proceeds from sales or casualty events of any Term Facility Collateral
      (excluding sales or other dispositions of certain assets in the ordinary
      course of business), subject to customary exceptions and a dollar
      threshold to be mutually agreed upon for excluded sales and casualty
      events, and (iii) starting with annual excess cash flow for fiscal year
      2012, a percentage of annual excess cash flow (to be defined in the Loan
      Documents, but in any event to be reduced by pension and postemployment
      benefit liability payments and to provide dollar-for-dollar credit for
      voluntary prepayments of the Term Loans and of the Revolving Loans, to the
      extent accompanied by a corresponding reduction of the commitments under
      the Revolving Facility) equal to 50%, provided that such percentage shall
      be reduced to 25% or 0% at secured leverage ratio (to be defined as
      described under the heading “Financial Covenants” below) thresholds to be
      determined.

                
	 
      	 	 
      
	 
      	 	
                  Mandatory
      prepayments of the Term Loans shall be applied to remaining installments
      of the Term Loans in the inverse order of their
  maturity.

                
	 
      	 	 
      
	
                  Security
      and Priority:

                	 	
                  All
      amounts owing by the Company under the Term Facility, any Term Facility
      Hedging Arrangements and any Term Facility Cash Management Services and by
      the Guarantors in respect thereof shall be secured by (i) second priority
      liens on the Revolving Facility Collateral and (ii) first priority liens
      on the Term Facility
Collateral.

                


        

      

    

     

    
      
         


      

      
        A-5

        
          

        

      

      
         


      

    

     

    
      
        	 
      	 	
                “Revolving Facility
      Collateral” means all of the existing and future inventory and
      accounts (as defined in the Existing Credit Agreement) of the Loan
      Parties, together with all general intangibles relating to inventory and
      accounts, all contract rights under agreements relating to inventory and
      accounts, all documents relating to inventory, all supporting obligations
      and letter-of-credit rights relating to inventory and accounts, all
      instruments evidencing payment for inventory and accounts; all money,
      cash, cash equivalents, securities and other property of any kind held
      directly or indirectly by the Administrative Agent or any Revolving Lender
      under the Revolving Facility; all deposit accounts (it being understood
      that account control agreements shall be entered into within a reasonable
      time period (to be mutually agreed upon in the Loan Documents) after the
      Closing Date to perfect a second-priority lien on deposit accounts to
      secure amounts owed under the Term Facility and shall not be required with
      respect to payroll accounts, trust accounts, escrow accounts or security
      deposits established pursuant to statutory obligations or for the payment
      of taxes or holding funds in trust for third parties not affiliated with
      the Company in the ordinary course of business or in connection with
      acquisitions, investments or dispositions permitted under the Term
      Facility Credit Agreement, deposits in the ordinary course of business in
      connection with workers’ compensation, unemployment insurance and other
      types of social security, and reserve accounts expressly contemplated
      under the Plan and/or Disclosure Statement (including, but not limited to
      reserves expressly contemplated under the Plan and/or Disclosure Statement
      for diacetyl claims and environmental claims, and escrow accounts
      established pursuant to contractual obligations to third parties not
      affiliated with the Company for casualty payments and insurance proceeds),
      or with respect to deposit accounts holding deposits below $500,000),
      credits, and balances with any financial institution with which any Loan
      Party maintains deposits and which contain proceeds of or collections on,
      inventory and accounts; all books, records and other property related to
      or referring to any of the foregoing, including books, records, account
      ledgers, data processing records, computer software and other property and
      all proceeds of any of the foregoing, including, proceeds of any insurance
      policies, claims against third
parties.

              


      

    

     

    
      
         


      

      
        A-6

        
          

        

      

      
         


      

    

    


    
      
        	 
      	 	
                “Term Facility
      Collateral” means all tangible and intangible assets of the Loan
      Parties (other than any assets comprising Revolving Facility Collateral),
      including, without limitation, real property, equipment, intellectual
      property, equity interests of their direct subsidiaries (including 100% of
      the non-voting capital stock of their respective foreign subsidiaries and
      no more than (to the extent the pledge of any greater percentage would
      result in material adverse tax consequences to the Loan Parties) 65% of
      the voting capital stock of their respective foreign subsidiaries that are
      classified as controlled foreign corporations under Section 957 of the
      International Revenue Code (“CFC”) and entities that are treated as
      partnerships or disregarded entities for United States federal income tax
      purposes and whose assets are solely capital stock of CFCs) and other
      investment property.

              
	 
      	 	 
      
	 
      	 	
                The
      Revolving Facility Collateral and the Term Facility Collateral are
      collectively referred to herein as the “Collateral”.

              
	 
      	 	 
      
	 
      	 	
                Notwithstanding
      the foregoing, the Collateral and the requirements for perfecting a
      security interest in the Collateral shall in each case contain exceptions
      substantially similar to those in the Existing Credit Agreement, it being
      understood that in circumstances where the Company and the Administrative
      Agent reasonably agree that the cost of perfecting a security interest in
      any Collateral is materially excessive in relation to the benefit afforded
      the Lenders, the Loan Parties shall not be required to perfect such
      security interest.

              
	 
      	 	 
      
	 
      	 	
                Notwithstanding
      the foregoing, no Collateral documents shall be delivered and no lien
      shall be perfected prior to the Escrow Release Date.

              
	 
      	 	 
      
	
                Intercreditor
      Agreement:

              	 	
                The
      lien priority, relative rights and other creditors’ rights issues in
      respect of the Collateral, including, without limitation, the right of the
      Revolving Facility’s collateral agent to enter upon and use the Term
      Facility Collateral to assemble, process, remove, sell, protect, secure
      and otherwise enforce the rights of the secured parties under the
      Revolving Facility in the Revolving Facility Collateral, will be set forth
      in a customary intercreditor agreement (the “Intercreditor
      Agreement”) reasonably acceptable to the Company and the
      Administrative Agent.

              
	 
      	 	 
      
	
                Conditions
      Precedent to the Initial Extension of Credit:

              	 	
                As
      set forth in Exhibit B-1.

              


      

    

     

    
      
         


      

      
        A-7

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    	
                            Representations
      and Warranties:

                          	 	
                            The
      Loan Documents will contain representations and warranties customarily
      found in the Administrative Agent’s loan agreements for similar financings
      and other representations and warranties reasonably deemed by the
      Administrative Agent appropriate to the specific transaction (which will
      be applicable to the Company, the Guarantors and their respective
      subsidiaries, and will be substantially similar to (and in any event not
      less favorable to the Company in any material respect than) the
      corresponding provisions under the Revolving Facility), including, without
      limitation, with respect to: valid existence, compliance with law,
      requisite power, due authorization, approvals, no conflict with agreements
      or applicable law, enforceability of the Loan Documents, ownership of
      subsidiaries, material accuracy of financial statements and all other
      information provided, absence of Material Adverse Change, solvency,
      absence of material adverse litigation, taxes, margin regulations, no
      burdensome restrictions, no default under material agreements or the Loan
      Documents, inapplicability of Investment Company Act, use of proceeds,
      insurance, labor matters, ERISA, environmental matters, security
      interests, existing debt, liens and investments, necessary rights to
      intellectual property and ownership of properties.

                          
	 
      	 	 
      
	
                            Affirmative
      Covenants:

                          	 	
                            The
      Loan Documents will contain, applicable from and after the Escrow Release
      Date, affirmative covenants customarily found in the Administrative
      Agent’s loan agreements for similar financings and other affirmative
      covenants reasonably deemed by the Administrative Agent to be appropriate
      to the specific transaction, subject to, where appropriate, materiality
      thresholds, carve-outs and exceptions as agreed (which will be applicable
      to the Company, the Guarantors and their respective subsidiaries, and will
      be substantially similar to (and in any event not less favorable to the
      Company in any material respect than) the corresponding provisions under
      the Revolving Facility), including, without limitation, the
      following:

                          
	 
      	 	 
      
	 
      	 	A.	
                            Preservation
      of corporate existence.

                          
	 
      	 	 
      
	 
      	 	
                            B.

                          	
                            Compliance
      with laws (including ERISA and applicable environmental
    laws).

                          
	 
      	 	
                             
      

                          
	 
      	 	C.	
                            Payment
      of taxes.

                          
	 
      	 	 
      
	 
      	 	D.	
                            Maintenance
      of insurance.

                          
	 
      	 	 
      
	 
      	 	E.	
                            Access
      to books and records and visitation
rights.

                          


                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        A-8

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      	 	F.	
                                  Maintenance
      of books and records.

                                
	 
      	 	 
      
	 
      	 	G.	
                                  Maintenance
      of properties.

                                
	 
      	 	 
      
	 
      	 	H.	
                                  Use
      of proceeds.

                                
	 
      	 	 
      
	 
      	 	I.	
                                  Provision
      of additional collateral, guarantees and mortgages.

                                
	 
      	 	 
	 
      	 	J.	
                                  Use
      of reasonable efforts to maintain a corporate rating and a rating of the
      Term Facility.

                                
	 
      	 	 
      
	 
      	 	K.	
                                  Delivery
      of notices of defaults and certain material events.

                                
	 
      	 	 
      
	 
      	 	L.	
                                  Further
      assurances.

                                
	 
      	 	 
      
	 
      	 	M.	
                                  Maintenance
      of interest rate hedging agreements such that at least 50% of the
      aggregate principal amount of the Term Loans and the Senior Notes shall
      either (i) bear interest at a fixed rate or (ii) be covered by such
      interest rate hedging agreements, at all times  from no later
      than the date that is 180 days after the Escrow Release Date to the 2nd
      anniversary of the Escrow Release Date.

                                
	 
      	 	 
      
	
                                  Negative
      Covenants:

                                	 	
                                  The
      Loan Documents will contain, applicable from and after the Escrow Release
      Date, negative covenants customarily found in the Administrative Agent’s
      loan agreements for similar financings and other negative covenants
      reasonably deemed by the Administrative Agent to be appropriate to the
      specific transaction and where appropriate, subject to materiality
      thresholds, carve-outs and exceptions as agreed (which will be applicable
      to the Company, the Guarantors and their respective subsidiaries, and will
      be substantially similar to (and in any event not less favorable to the
      Company in any material respect than) the corresponding provisions under
      the Existing Credit Agreement), including, without limitation, the
      following: (i) limitation on debt and guarantees (to include, without
      limitation, carve-outs for the Revolving Loans and the Senior Notes); (ii)
      limitation on liens; (iii) limitation on investments; (iv) limitation on
      asset dispositions; (v) limitation on dividends, distributions,
      redemptions or repurchases with respect to capital stock; (vi) limitation
      on cancellation, prepayments, redemptions, repurchases or amendments of
      the Senior Notes and subordinated debt; (vii) limitation on mergers and
      consolidations (provided that the Loan Documents shall permit any
      Guarantor to be liquidated, dissolved or merged into other Guarantors or
      the Company after the Closing Date, and shall contain customary automatic
      guaranty release provisions for any Guarantors that are so liquidated,
      dissolved or merged); (viii) limitation on material changes in any
      material line of business; (ix) limitation on transactions with
      affiliates; (x) limitation on burdensome agreements affecting
      distributions from subsidiaries or prohibiting pledges; (xi) limitation on
      accounting treatment; (xii) limitation on sales and leaseback
      transactions; and (xiii) limitation on speculative
      transactions.

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        A-9

        
          

        

      

      
         


      

    

    


    
      
        	
                Financial
      Covenants:

              	 	
                Financial
      covenants will be limited to the following:

              
	 
      	 	 
      
	 
      	 	
                A.           Maximum
      secured leverage ratio (i.e, the ratio of secured debt for borrowed money
      to EBITDA, with financial definitions and levels to be agreed upon, but in
      any event to take into account the Revolving Facility (with commitment
      increases), and any commitment increase described above with respect to
      Loans, but to exclude the full amount of Foreign Asset Based Financing (as
      defined in the Existing Credit Agreement) and certain other permitted debt
      of foreign subsidiaries, and any mark-to-market exposure with respect to
      hedging agreements).

              
	 
      	 	 
      
	 
      	 	
                B.           Minimum
      interest coverage ratio (with financial definitions and levels to be
      agreed upon, but in any event to take into cash account interest expense
      net of hedging agreements).

              
	 
      	 	 
      
	
                Financial
      Reporting Requirements:

              	 	
                The
      Company shall provide: (i) quarterly consolidated financial statements of
      the Company, the Guarantors and their respective subsidiaries within 45
      days of quarter-end for the first 3 fiscal quarters of the fiscal year
      (except that if the Confirmation Order (as defined in Exhibit B-2) shall
      have been entered by the Bankruptcy Court on or prior to September 16,
      2010, such period shall be 90 days with respect to the third fiscal
      quarter of 2010), certified by the Company’s Responsible Officer; (ii)
      annual audited consolidated financial statements of the Company and its
      subsidiaries within 90 days of year-end (except that such period shall be
      105 days with respect to the 2010 fiscal year), certified with respect to
      such consolidated statements by independent certified public accountants
      reasonably acceptable to the Administrative Agent; (iii) copies of all
      reports on Form 10-K, 10-Q or 8-K filed with the Securities and Exchange
      Commission; and (iv) projections for the balance of the term of the Term
      Facility provided annually and annual business and financial plans
      provided in each case within 45 days after the beginning of each fiscal
      year.

              


      

    

     

    
      
         


      

      
        A-10

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Events
      of Default:

                                	 	
                                  The
      Loan Documents will contain events of default customarily found in the
      Administrative Agent’s loan agreements for similar financings and other
      events of default reasonably deemed by the Administrative Agent to be
      appropriate to the specific transaction (which will be applicable to the
      Company, the Guarantors and their respective subsidiaries, and will be
      substantially similar to (and in any event not less favorable to the
      Company in any material respect than) the corresponding provisions under
      the Revolving Facility), including, without limitation, the following,
      with, where appropriate, customary grace periods and exceptions as set
      forth in the Term Facility Credit Agreement:

                                
	 
      	 	 
      
	 
      	 	A.	
                                  Failure
      to pay principal, interest or any other amount when
due.

                                
	 
      	 	 
      
	 
      	 	B.	
                                  Representations
      and warranties incorrect in any material respect when
    given.

                                
	 
      	 	 
      
	 
      	 	C.	
                                  Failure
      to comply with covenants (with grace period as
    appropriate).

                                
	 
      	 	 
      
	 
      	 	D.	
                                  Cross-default
      to payment defaults, or default or event of default if the effect is to
      accelerate or permit acceleration of indebtedness with a principal amount
      in excess of $20 million; provided that any cross-default that results
      from the breach of a financial covenant under the Revolving Facility but
      that has not resulted in the acceleration of the Revolving Facility shall
      be subject to a grace period to be agreed.

                                
	 
      	 	 
      
	 
      	 	
                                  E.

                                	
                                  Commencement
      of enforcement of any judgment that is not stayed or vacated, or failure
      (for a period of 30 days or longer) to satisfy or stay execution of any
      judgment, in each case if the aggregate amount of such judgments exceeds
      ($20 million (except to the extent fully covered by insurance or
      indemnity).

                                
	 
      	 	
                                   
      

                                
	 
      	 	F.	
                                  Bankruptcy
      or insolvency of the Company or any material subsidiary of the
      Company.

                                
	 
      	 	 
      
	 
      	 	G.
      	
                                  The
      occurrence of certain ERISA events that result in or are reasonably likely
      to result in liability in excess of $20 million.

                                
	 
      	 	 
      
	 
      	 	H.	
                                  Actual
      or asserted invalidity or impairment of any Loan Document (including the
      failure of any lien to remain
perfected).

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        A-11

        
          

        

      

      
         


      

    

     

    
      
        
          
            	 
      	 	I.	
                    Change
      of control after the Closing Date (to be defined as mutually agreed upon
      in the Loan Documents).

                  
	 
      	 	 
      
	
                    Indemnification:

                  	 	
                    The
      Loan Documents will contain customary indemnification provisions
      (including coverage of environmental liabilities) by the Loan Parties in
      favor of the  Agents, each Arranger, each Term Lender and each
      of their respective affiliates and the respective officers, directors,
      employees, agents, advisors, attorneys and representatives of each of
      them.

                  
	 
      	 	 
      
	
                    Expenses:

                  	 	
                    The
      Company shall pay or reimburse the Agents and the Arrangers for all
      reasonable and documented out-of-pocket costs and expenses incurred by the
      Agents and the Arrangers (including, without limitation, reasonable
      attorneys’ fees and expenses (it being agreed that reasonable fees and
      expense of not more than one counsel for all of the Agents and Arrangers
      (with one additional counsel if there is a conflict between or among the
      Agents and the Arrangers in the opinion of counsel) shall be payable or
      reimbursable under the preceding provisions of this sentence, together
      with reasonable fees and expenses of special and local counsel, in each
      case reasonably retained by the Engagement Parties jointly)) in connection
      with (i) the preparation, negotiation and execution of the Loan Documents;
      (ii) the syndication and funding of the Term Loans; (iii) the creation,
      perfection or protection of the liens under the Loan Documents (including
      all search, filing and recording fees); and (vi) the on-going
      administration of the Loan Documents (including the preparation,
      negotiation and execution of any amendments, consents, waivers,
      assignments, restatements or supplements thereto).

                  
	 
      	 	 
      
	 
      	 	
                    The
      Company further agrees to jointly and severally pay or reimburse the
      Agents and each of the Term Lenders for all documented out-of-pocket costs
      and expenses, including reasonable attorneys’ fees and expenses, incurred
      by the Agents or such Term Lenders in connection with (i) the enforcement
      of the Loan Documents; (ii) any refinancing or restructuring of the Term
      Facility in the nature of a “work-out” or any insolvency or bankruptcy
      proceeding; and (iii) any legal proceeding relating to or arising out of
      the Term Facility or the other transactions contemplated by the Loan
      Documents.

                  


          

        

      

    

     

    
      
         


      

      
        A-12

        
          

        

      

      
         


      

    

     

    
      
        	
                Assignments
      and Participations:

              	 	
                Assignments
      must be in a minimum amount of $1 million and except for assignments to
      another Term Lender or an affiliate or approved fund of a Term Lender, are
      subject to the consent of the Administrative Agent and the Company (not to
      be unreasonably withheld or delayed (it being understood that if the
      Company shall not grant or deny such consent in writing within 10 days of
      any request therefor, such consent shall be deemed to have been given));
      provided, that during the continuance of an event of default under the
      Loan Documents, the consent of the Company shall not be required with
      respect to any assignment.  No participation shall include
      voting rights, other than for customary matters requiring consent of 100%
      of the Term Lenders.

              
	 
      	 	 
      
	
                Requisite
      Lenders:

              	 	
                Term
      Lenders holding at least 50% of the outstanding commitments and/or
      exposure under the Term Facility (the “Requisite Term
      Lenders”).

              
	 
      	 	 
      
	
                Amendments:

              	 	
                Requisite
      Term Lenders, except for the following provisions requiring approval by
      each Term Lender: (a) waiving any condition precedent to the initial
      borrowing, (b) reducing the percentage of Term Lenders constituting
      “Requisite Term Lenders”, (c) releasing all or substantially all of the
      value of the guaranties, (d) releasing all or substantially all of the
      Collateral, or (e) changes to the pro rata provisions, and except for the
      following provisions requiring approval by each adversely affected Term
      Lender: (i) extending or increasing the commitment of any Term Lender,
      (ii) postponing any scheduled date of payment of principal, interest
      (other than default interest), fees or other amounts or (iii) reducing the
      principal of, or the rate of interest (other than waiver of any default
      interest) on or any fees or other amounts payable under the Loan
      Documents.

              
	 
      	 	 
      
	
                Miscellaneous:

              	 	
                The
      Loan Documents will include (i) standard yield protection provisions
      (including, without limitation, provisions relating to compliance with
      risk-based capital guidelines, increased costs and payments free and clear
      of withholding taxes (subject to customary qualifications)), (ii) waivers
      of consequential damages and jury trial, and (iii) normal agency, set-off
      and sharing language.

              
	 
      	 	 
      
	
                Governing
      Law and Submission to Exclusive Jurisdiction:

              	 	
                State
      of New York.

              
	 
      	 	 
      
	
                Counsel
      to Administrative Agent:

              	 	
                Shearman
      & Sterling LLP.

              


      

    

     

    
      
         


      

      
        A-13

        
          

        

      

      
         


      

    


    ANNEX
A

    TO
EXHIBIT A

     

    Term
Facility

    Interest
Rates And Fees

     

    
      
        	
                Interest
      Rates:

              	 	
                Loans
      will bear interest, at the option of the Company, at one of the following
      rates:

              
	 
      	 	 
      
	 
      	 	
                (i)
      the Applicable Margin (as defined below) plus Bank of
      America, N.A.’s fluctuating Base Rate (as defined below), payable
      monthly in arrears; or

              
	 
      	 	 
      
	 
      	 	
                (ii)
      the Applicable Margin plus the greater of a
      percentage rate per annum to be determined and the current LIBO rate as
      quoted by the Administrative Agent, adjusted for reserve requirements, if
      any, and subject to customary change of circumstance provisions, for
      interest periods of one, two, three or six months (the “LIBO Rate”), payable at
      the end of the relevant interest period, but in the case of any interest
      period of 6 months, also at the end of the third month of such interest
      period.

              
	 
      	 	 
      
	 
      	 	
                “Applicable Margin” is
      to be determined.

              
	 
      	 	 
      
	 
      	 	
                “Base Rate” means the
      highest of (i) Bank of America, N.A.’s “prime rate”, (ii) the Federal
      Funds Effective Rate plus 1/2 of 1% and (iii) the one-month LIBO Rate
      (taking into account the LIBO Rate floor) plus 1.00%.

              
	 
      	 	 
      
	 
      	 	
                Interest
      shall be calculated on the basis of the actual number of days elapsed in a
      360-day year.

              
	 
      	 	 
      
	
                Default
      Interest:

              	 	
                During
      the continuance of an event of default (as defined in the Loan Documents),
      Loans will bear interest at an additional 2% per
    annum.

              


      

    


    
      
         


      

      
        A-14

        
          

        

      

      
         


      

    


    Exhibit
B-1

     

    Chemtura
Corporation

     

    Conditions
Precedent To Initial Extension of Credit

     

    
      	
              1.

            	
              Disclosure Statement
      and Order.  The Bankruptcy Court shall have approved the
      disclosure statement (the “Disclosure Statement”)
      for the Plan (as defined in Exhibit B-2) and shall have entered an order
      reasonably satisfactory to the Lenders authorizing the Loan Parties to
      enter into and perform under each of the Revolving Facility (except that
      no borrowing may occur under the Revolving Facility), the Term Loans and
      the Senior Notes.

            


    

     

    
      	
              2.

            	
              Loan
      Documents.  Negotiation, execution and delivery of the
      Term Facility Credit Agreement and an escrow agreement, incorporating
      substantially the terms and conditions set forth in Exhibits A, B-1 and
      B-2.

            


    

     

    
      	
              3.

            	
              Senior
      Notes.  The Agents shall have received evidence that the
      net cash proceeds from the issuance of at least $750 million (less the
      principal amount of the Term Facility) in principal amount of the Senior
      Notes shall have been deposited into
escrow.

            


    

     

    
      	
              4.

            	
              Financial
      Statements.  The Lenders shall have received (i) audited
      annual financial statements of the Company and its subsidiaries, on a
      consolidated basis, for the year ended December 31, 2009; (ii) interim
      unaudited monthly and quarterly financial statements of the Company and
      its subsidiaries since December 31, 2009 through the most recently ended
      fiscal month ending at least 30 days prior to the Closing Date (or in the
      case of quarterly financial statements, through the most recently ended
      fiscal quarter ending at least 45 days prior to the Closing Date); and
      (iii) customary unaudited pro forma financial statements; and the
      Administrative Agent shall have received the Company’s business plan which
      shall include a financial forecast on a monthly basis for the first twelve
      months after the Closing Date and on an annual basis through the year 2014
      prepared by the Company’s
management.

            


    

     

    
      	
              5.

            	
              Payment of
      Fees.  All costs, fees and expenses (including, without
      limitation, legal fees and expenses, title premiums, survey charges and
      recording taxes and fees) and other compensation contemplated by the
      Engagement Letter and the Fee Letter and payable to the Agents or the
      Lenders shall have been paid to the extent
due.

            


    

     

    
      	
              6.

            	
              Customary Closing
      Documents.  The Administrative Agent shall have received:
      (i) customary legal opinions (other than with respect to any collateral
      documents), corporate records and documents from public officials, lien
      searches and officer’s certificates; and (ii) customary evidence of
      authority.  The Lenders shall have received all documentation
      and other information requested by the Administrative Agent (to the extent
      requested no later than 3 business days prior to the Closing Date) as is
      required by bank regulatory authorities under applicable
      “know-your-customer” and anti-money laundering rules and regulations,
      including the Patriot Act.

            


    

     

    
      
         


      

      
        B-1-1

        
          

        

      

      
         


      

    


    
      	
              7.

            	
              Material Adverse
      Effect.  Since December 31, 2009, there shall not have
      occurred a material adverse change, or any event or occurrence which could
      reasonably be expected to result in a material adverse change, in (i) the
      business, condition (financial or otherwise), operations, performance,
      properties, contingent liabilities, material agreements or prospects of
      the Company, the Guarantors and their respective subsidiaries, taken as a
      whole (it being understood that (a) matters disclosed prior to the date
      hereof in connection with the Cases, and (b) to the extent consistent with
      the disclosure described in clause (a), the continuation and prosecution
      of the Cases, and the filing, solicitation of approvals and negotiation of
      the Plan for the Cases, shall not constitute such a change), (ii) the
      rights and remedies of the Agents or any Lender under any Loan Document
      and (iii) the ability of any Loan Party to perform its obligations under
      any Loan Document to which its is a party (any of the foregoing being a
      “Material Adverse
      Change”).  There shall exist no action, suit,
      investigation, litigation or proceeding pending in any court or before any
      arbitrator or governmental instrumentality that (i) could reasonably be
      expected to result in a Material Adverse Change or (ii) restrains,
      prevents or imposes or can reasonably be expected to impose conditions
      materially adverse to the Lenders upon the Term Facility or any of the
      other material transactions contemplated
hereby.

            


    

     

    
      	
              8.

            	
              Ratings.  The
      Company shall have obtained ratings of the Company and the Term Facility
      from Moody’s Investors Service,
Inc.

            


    

     

    
      	
              9.

            	
              No Default;
      Representations and Warranties.  On the date of the
      funding, (i) no Event of Default, or event which with the giving of notice
      or lapse of time or both would be an Event of Default, shall have occurred
      and be continuing under the Loan Documents and (ii) the representations
      and warranties of the Borrowers and each Guarantor therein shall be true
      and correct in all material respects (or, with respect to any
      representation or warranty that is qualified as to materiality, true and
      correct in all respects) immediately prior to, and after giving effect to,
      such funding, other than any such representations or warranties that, by
      their terms, refer to a specific earlier date, in which case such
      representations or warranties shall have been true and correct in all
      material respects as of such specific
date.

            


    

     

    The
date on which the conditions set forth in this Exhibit
B-1 are
satisfied is the “Closing
Date”.

     

    
      
        
        

      

      
        B-1-2

        
          

        

      

      
        
        

      

    

     

    Exhibit
B-2

     

    Chemtura
Corporation

     

    Certain
Escrow Release Conditions

     

    
      	
              1.

            	
              Confirmation
      Order:  The Bankruptcy Court shall have entered a final
      order (the “Confirmation
      Order”) confirming a Chapter 11 plan of reorganization for the
      Debtors (as amended, supplemented or modified, or with any of the terms or
      conditions thereof waived, in each case as described below, the “Plan”) in accordance
      with Section 1129 of the Bankruptcy Code, which plan shall be
      substantially as set forth in the plan dated  July 20, 2010
      (together with all exhibits and other attachments thereto, as any of the
      foregoing shall be amended, modified or supplemented from time to time or
      any of the terms or conditions thereof waived (with the consent of the
      Requisite Term Lenders with respect to any amendment, modification,
      supplement or waiver that is adverse in any material respect to the
      Lenders), the “Plan
      Documents”), or otherwise reasonably satisfactory to the Requisite
      Term Lenders.  The Confirmation Order shall approve the
      transactions contemplated by Term Facility, shall be in full force and
      effect and shall not have been stayed, reversed or vacated, or otherwise
      amended or modified in any manner that is materially adverse to the rights
      or interests of the Lenders (unless otherwise reasonably satisfactory to
      the Requisite Term Lenders).  The Plan shall have, or
      contemporaneous with the release of escrow funds the Plan shall, become
      effective.  Further, either (i) the settlement of certain
      diacetyl claims as set forth in the settlement agreement (the “Settlement Agreement”),
      a copy of which is annexed to the motion filed with the Bankruptcy Court
      on July 29, 2010 (the “Settlement Motion”),
      shall have been approved, without material modification (it being
      understood that modifications contemplated under and in accordance with
      Section 3.3 of the Settlement Agreement are not material), by an order of
      the Bankruptcy Court (the “Settlement Order”) and
      both (x) the Settlement Agreement shall remain in full force and effect,
      without a right of the Company to terminate the Settlement Agreement in
      accordance with Section 4.2 thereof and (y) the Settlement Order shall not
      be reversed, vacated or stayed or (ii) claims that were the subject of the
      Settlement Agreement in an amount and number such that (if such amount and
      number of claimants had accepted the Settlement Agreement) the Company
      would not have had the right to terminate the Settlement Agreement in
      accordance with Section 4.2 thereof, shall have been (A) estimated, for
      purposes of creating a cash reserve that will provide the sole source of
      recovery for such estimated claims, and/or (B) settled pursuant to
      settlement agreements in full force and effect, with such settlements and
      estimates described in clauses (A) and (B) being in an aggregate cash
      amount substantially consistent with (or less than) the aggregate
      settlement amount set forth in the Settlement Agreement and in each case
      being approved pursuant to one or more orders of the Bankruptcy Court
      (collectively, the “Estimation/Settlement
      Orders”), and  such Estimation/Settlement Orders shall
      not be reversed, vacated or stayed.

            


    

     

    
      
         


      

      
        B-2-1

        
          

        

      

      
         


      

    


    
      	
              2.

            	
              Other
      Indebtedness.  The Lenders shall have received reasonably
      satisfactory evidence that the obligations of the Company and each of its
      other debtor subsidiaries with respect to the Existing Credit Agreement
      have been satisfied and discharged and any collateral in respect thereof
      released, except that letters of credit issued under the Existing Credit
      Agreement that are supported by cash or letters of credit issued under the
      Revolving Facility may remain outstanding.  Concurrently with
      the consummation of the Plan, all pre-existing indebtedness of the Company
      and its subsidiaries (other than indebtedness permitted to remain
      outstanding under the Plan and the Loan Documents) shall have been repaid,
      repurchased, discharged or otherwise satisfied in full, all commitments
      relating thereto shall have been terminated, and all liens or security
      interests related thereto shall have been terminated or
      released.   In addition, the Agents shall have received
      evidence that the Closing Date (as defined in the term sheet for the
      Revolving Facility delivered to the Engagement Parties on or prior to the
      date of the Engagement Letter) for the Revolving Facility shall have
      occurred and that the Company has received the net cash proceeds from the
      issuance of at least $750 million (less the principal amount of the Term
      Loans) in principal amount of the Senior Notes.  The Senior
      Notes shall not (a) have a stated maturity date earlier or a weighted
      average life to maturity shorter than six months after the Term Facility
      Termination Date or (b) have any direct restriction on any specific
      payment of the Term Facility or impose any other direct restriction on the
      Company or any of its subsidiaries that by its express terms conflicts
      with any express term or provision set forth in the Loan
      Documents.  The terms of the Revolving Loans, taken as a whole,
      shall be substantially consistent with those set forth on the term sheet
      attached to the commitment letter dated as of the date of the Engagement
      Letter among the Company and the joint book runners or their affiliates,
      except to the extent failure to be substantially consistent is not
      materially adverse to the interests of the Lenders.  The Senior
      Notes shall not contain any financial maintenance
    covenants.

            


    

     

    
      	
              3.

            	
              Financial
      Statements.  The Lenders shall have received interim
      unaudited monthly and quarterly financial statements of the Company and
      its subsidiaries since December 31, 2009 through the most recently ended
      fiscal month ending at least 30 days prior to the Escrow Release Date (or
      in the case of quarterly financial statements, through the most recently
      ended fiscal quarter ending at least 45 days prior to the Escrow Release
      Date).

            


    

     

    
      	
              4.

            	
              Payment of
      Fees.  All costs, fees and expenses (including, without
      limitation, legal fees and expenses, title premiums, survey charges and
      recording taxes and fees) and other compensation contemplated by the
      Engagement Letter and the Fee Letter and payable to the Agents or the
      Lenders shall have been paid to the extent
due.

            


    

     

    
      	
              5.

            	
              Customary Closing
      Documents.  The Administrative Agent shall have received:
      (i) customary legal opinions with respect to the collateral documents,
      corporate records and documents from public officials, lien searches and
      officer’s certificates; (ii) customary evidence of authority with respect
      to the collateral documents; (iii) reasonably satisfactory commitments for
      title insurance; (iv) a solvency certificate from the chief financial
      officer of the Company and each Guarantor, in form and substance
      reasonably satisfactory to the Administrative Agent; and (v) all material
      third party and governmental consents necessary in connection with the
      Plan, the material related transactions or the financing
      thereof.  Loan Documents (including guarantees, security
      agreements and the Intercreditor Agreement) shall have been duly executed
      and delivered.

            


    

     

    
      	
              6.

            	
              Security.  The
      Collateral Agent, for the benefit of the Term Lenders, shall have been
      granted perfected first priority security interests in the Term Facility
      Collateral, and second priority security interests in the Revolving
      Facility Collateral, in each case to the extent described in Exhibit A to
      the Engagement Letter in the section titled “Security and Priority”, and
      in each case in form and
      substance reasonably satisfactory to the
Agents.

            


    

     

    
      
         


      

      
        B-2-2

        
          

        

      

      
         


      

    

     

    
      	
              7.

            	
              No Default;
      Representations and Warranties.  On the date of release
      from escrow of the loan proceeds, (i) no Event of Default, or event which
      with the giving of notice or lapse of time or both would be an Event of
      Default, shall have occurred and be continuing under the Loan Documents
      and (ii) the representations and warranties of the Borrowers and each
      Guarantor therein shall be true and correct in all material respects (or,
      with respect to any representation or warranty that is qualified as to
      materiality, true and correct in all respects) immediately prior to, and
      after giving effect to, such release, other than any such representations
      or warranties that, by their terms, refer to a specific earlier date, in
      which case such representations or warranties shall have been true and
      correct in all material respects as of such specific
  date.

            


    

     

    
      
         


      

      
        B-2-3