AMENDMENT
NO. 2 TO THE

    AMENDED
AND RESTATED CREDIT AGREEMENT

     

    Dated as
of _____, 2010

     

    AMENDMENT NO. 2 TO THE AMENDED AND
RESTATED CREDIT AGREEMENT (this “Amendment”) among
Chemtura Corporation, a Delaware corporation (the “Borrower”), the
guarantors party thereto (the “Guarantors”), the
banks, financial institutions and other institutional lenders party to the
Credit Agreement referred to below (collectively, the “Lenders”) and
Citibank, N.A., as administrative agent (the “Administrative
Agent”) for the Lenders.

     

    PRELIMINARY
STATEMENTS:

     

    (1)           The
Borrower, the Guarantors, the Lenders and the Administrative Agent have entered
into the Amended and Restated Senior Secured Superpriority Debtor-in-Possession
Credit Agreement dated as of February 3, 2010 (as heretofore amended or
otherwise modified, the “Credit
Agreement”).  Capitalized terms not otherwise defined in this
Amendment have the same meanings as specified in the Credit
Agreement.

     

    (2)           The
Borrower has requested that the Lenders amend certain provisions of the Credit
Agreement.  The Lenders party hereto are, on the terms and conditions
stated below, willing to grant the request of the Borrower.

     

    SECTION
1. Amendments to
the Credit Agreement The
Credit Agreement is, effective as of the date hereof and subject to the
satisfaction of the applicable conditions precedent set forth in Section 2
of this Amendment, hereby amended as follows:

     

    (a) Section
1.01 of the Credit Agreement is hereby amended by inserting the following new
definitions in the appropriate alphabetical position:

     

    “Approved Exit Financing
Transactions” means, collectively, the transactions approved by the
Bankruptcy Court pursuant to the Exit Financing Approval Motion, including but
not limited to:  (i) the entry into a purchase agreement and
engagement letter and fee letters with respect to a $750 million Prefunded Exit
Financing for the Borrower or the Exit Financing SPV; (ii) the entry into a
commitment letter and fee letters with respect to an asset based revolving
credit facility of up to $275 million in initial principal amount, the initial
extensions of credit under which shall occur no sooner than the effective date
of a Reorganization Plan; (iii) the execution of definitive documentation with
respect to the financings described in clauses (i) and (ii); (iv) escrow
arrangements of the Borrower or the Exit Financing SPV, as applicable, with
respect to the Escrowed Amounts; and (v) the incurrence and payment of
fees, discount, expenses and indemnity obligations described in the Exit
Financing Approval Motion.

     

    “Escrowed Amounts” has
the meaning specified in the definition of “Prefunded Exit
Financing”.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    “Exit Financing Approval
Motion” means “Debtors’ Motion for Entry of an Order Authorizing the
Debtors to (A) Enter Into Certain Agreements in Connection with Anticipated Exit
Financing; (B) Incur and Pay Related Fees, Indemnities and Expenses; (C) Enter
into an Amendment to Their Amended and Restated Credit Agreement in Connection
Therewith”, filed with the Bankruptcy Court on July [28], 2010, as amended,
supplemented or otherwise modified, in each case in a manner that is not adverse
in any material respect to the interests of the Lenders.

     

    “Exit Financing SPV”
means a wholly owned, special purpose Subsidiary of the Borrower that may be
formed for the purpose of issuing Prefunded Exit Financing.

     

    “Prefunded Exit
Financing” means notes and/or term loans of the Borrower or the Exit
Financing SPV, as applicable, the proceeds of which (together with amounts
sufficient to pay accrued interest thereon through the date of release of the
escrow holding such proceeds, prepayment premium applicable to such notes (if
any) and certain fees and expenses payable in respect thereof approved as part
of the Approved Exit Financing Transactions (or otherwise approved by the
Bankruptcy Court))(such proceeds and amounts, collectively, the “Escrowed Amounts”)
are funded into escrow in one or more escrow accounts and will be released
(i) to the Borrower upon the effective date of a Reorganization Plan and
the satisfaction of certain other conditions precedent (including, among other
things, the repayment and/or refinancing in full of all funded Obligations of
the Loan Parties under the Loan Documents) or (ii) to pay principal,
accrued interest and other amounts owed with respect to such Prefunded Exit
Financing that are approved as part of the Approved Exit Financing Transactions
(or otherwise approved by the Bankruptcy Court), with any excess being released
to the Borrower or the Exit Financing SPV, as applicable.

     

    (b)  Section
1.01 of the Credit Agreement is hereby further amended by adding the following
sentence at the end of the definition of “Debt”:

     

    “For the
avoidance of doubt, Debt shall not include any obligations of the Borrower or
any Exit Financing SPV with respect to Prefunded Exit Financing and amounts
placed in escrow pursuant to Section 5.02(a)(xii).”

     

    (c)   Section
1.01 of the Credit Agreement is hereby further amended by adding the following
sentence at the end of the definition of “DIP Budget”:

     

    “For the
avoidance of doubt, the DIP Budget (and cash flow measured against the DIP
Budget for purposes of determining compliance under Section 5.04(c)) shall
not include any funding of, or repayment, prepayment, return or release of
amounts placed in, the escrow accounts permitted pursuant to
Section 5.02(a)(xii).”

     

    (d)   Section
5.02(a) of the Credit Agreement is hereby amended by deleting “and” immediately
prior to clause (xi) therein and adding immediately prior to the “.” at the
end of such clause (xi) the following new clause (xii):

    
       

      “; and
(xii) Liens consisting of escrow arrangements (including Liens in the
rights under the related escrow agreements) of the Borrower or the Exit
Financing SPV, as applicable, with respect to the Escrowed Amounts (it being
understood and agreed that escrow accounts containing solely the Escrowed
Amounts shall be excluded from any of the requirements of Section 5.01(j)
or 5.01(k), shall not be counted against any of the dollar limits contained in
such Sections, shall not be Collateral and shall be deemed not included in the
estates of the Loan Parties and their affiliates)”.

       

    

    
      
         


      

      
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    (e)    Section
5.02(f) of the Credit Agreement is hereby amended by deleting “or” immediately
prior to clause (vi) therein and adding immediately prior to the “.” at the
end of such clause (vi) the following new clause (vii):

     

    “; or
(vii) if Exit Financing SPV is formed and issues or incurs Prefunded Exit
Financing, the funding of amounts into escrow arrangements permitted pursuant to
Section 5.02(a)(xii) and the release of such amounts from such escrow
arrangements as described in the definition of Prefunded Exit
Financing”.

     

    (f)    Section
5.02(g) of the Credit Agreement is hereby amended by deleting “and” immediately
prior to clause (xvii) therein and adding immediately prior to the “.” at the
end of such clause (xvii) the following new clause (xviii):

     

    “and
(xviii) if Exit Financing SPV is formed and issues or incurs Prefunded Exit
Financing, the funding of amounts into escrow arrangements permitted pursuant to
Section 5.02(a)(xii)”.

     

    (g)   Section 5.02(o)
of the Credit Agreement is hereby amended by deleting “and” immediately prior to
clause (I) therein and adding immediately prior to the “.” at the end of
such clause (I) the following new clause (J):

     

    “; and
(J) the definitive agreements entered into with respect to Prefunded Exit
Financing and the escrow arrangements permitted pursuant to
Section 5.02(a)(xii), so long as the prohibitions and conditions imposed
under such agreements are effective (prior to the effective date of a
Reorganization Plan) solely with respect to amounts funded into the escrow
arrangements permitted pursuant to Section 5.02(a)(xii)”.

     

    (h)   Section 6.01
of the Credit Agreement is hereby further amended by adding the following new
paragraph immediately following the end of Section 6.01:

     

    “Notwithstanding
anything to the contrary contained in Section 6.01(p) or (q), the Borrower
and its Subsidiaries may (i) consummate the Approved Exit Financing
Transactions, and (ii) may fund amounts into escrow pursuant to
Section 5.02(a)(xii) (and grant the Liens permitted pursuant to such
Section) and may release or permit the release of such amounts (x) to the
Borrower upon the effective date of a Reorganization Plan and the satisfaction
of certain other conditions precedent (including, among other things, the
repayment and/or refinancing in full of all funded Obligations of the Loan
Parties under the Loan Documents) or (y) to pay principal, accrued interest
and other amounts owed with respect to such Prefunded Exit Financing that are
approved as part of the Approved Exit Financing Transactions (or otherwise
approved by the Bankruptcy Court), with any excess being released to the
Borrower or the Exit Financing SPV, as applicable.”

     

    
      
         


      

      
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    (i)   Section
9.01 of the Credit Agreement is hereby amended by adding the following text
immediately prior to the “.” at the end of such Section 9.01:

     

    “, and
provided further, the
Collateral shall not include any rights or interests of any Grantor in the
escrow accounts (or the amounts therein) or the escrow agreements maintained
pursuant to Section 5.02(a)(xii)”.

     

    SECTION
2.   Conditions to
Effectiveness. 
 This Amendment shall become effective as of the date first above written
(the “Effective
Date”) when, and only when (i) the Administrative Agent shall have
received counterparts of this Amendment executed by the Borrower, each Guarantor
and the Required Lenders or, as to any such Required Lenders, advice
satisfactory to the Administrative Agent that such Required Lender has executed
this Amendment, (ii) on the Effective Date, the representations and warranties
set forth in Section 3 shall be true and (iii) the Bankruptcy Court shall have
approved the terms of this Amendment.

     

    (b)  This
Amendment is subject to the provisions of Section 10.01 of the Credit
Agreement.

     

    SECTION
3.   Representations and
Warranties.  Each Loan Party represents and warrants as
follows:

     

    (a)  the
representations and warranties contained in each Loan Document are true and
correct in all material respects (provided that each representation and warranty
that is qualified as to “materiality”, “Material Adverse Effect” or similar
language is true and correct in all respects) on and as of the Effective Date,
immediately before and immediately after giving effect to this Amendment, as
though made on and as of the Effective Date, other than any such representations
or warranties that, by their terms, refer to a specific date, in which case such
representations or warranties were true and correct in all material respects
(provided that each such representation and warranty that is qualified as to
“materiality”, “Material Adverse Effect” or similar language was true and
correct in all respects) as of such specific date; and

     

    (b)  on
the Effective Date, immediately before and immediately after giving effect to
this Amendment, no Default has occurred and is continuing.

     

    SECTION
4.  Reference to and Effect on
the Credit Agreement and the Loan Documents(a)  On
and after the effectiveness of this Amendment, each reference in the Credit
Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import
referring to the Credit Agreement, and each reference in the Notes and each of
the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or
words of like import referring to the Credit Agreement, shall mean and be a
reference to the Credit Agreement, as further amended by this
Amendment.

     

    (b)   The
Credit Agreement (including, without limitation, the Guaranty of each Guarantor
set forth therein), the Notes and each of the other Loan Documents, as
specifically amended by this Amendment, are and shall continue to be in full
force and effect and are hereby in all respects ratified and
confirmed.

    
       

      (c)  
The execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of
any Lender or the Administrative Agent under the Credit Agreement or any other
Loan Document, nor constitute a waiver of any provision of the Credit Agreement
or any other Loan Document.

       

    

    
      
         


      

      
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    SECTION
5.    Costs and Expenses.
The
Borrower agrees to pay within 10 Business Days of demand all reasonable costs
and expenses of the Administrative Agent in connection with the preparation,
execution, delivery and administration, modification and amendment of this
Amendment and the other instruments and documents to be delivered hereunder in
accordance with the terms of Section 10.04 of the Credit Agreement.

     

    SECTION
6.    Execution in
Counterparts This
Amendment may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute but one and
the same agreement.  Delivery of an executed counterpart of a
signature page to this Amendment by telecopier shall be effective as delivery of
a manually executed counterpart of this Amendment.

     

    SECTION
7.   Governing Law This
Amendment shall be governed by, and construed in accordance with, the laws of
the State of New York.

     

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Blank]

     

    
      
        
        

      

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

     

    
      
        
          
            
              
                
                  
                    	 
      	
                            CHEMTURA
      CORPORATION

                          
	 
      	 
      
	 
      	
                            By:

                          	 	 
      
	 
      	 
      	
                            Name:

                          
	 
      	 
      	
                            Title:

                          
	 
      	 
      	 
      
	 
      	
                            A
      & M CLEANING PRODUCTS, LLC

                          
	 
      	
                            AQUA
      CLEAR INDUSTRIES, LLC

                          
	 
      	
                            ASCK,
      INC.

                          
	 
      	
                            ASEPSIS,
      INC.

                          
	 
      	
                            BIOLAB
      TEXTILE ADDITIVES, LLC

                          
	 
      	
                            BIO-LAB,
      INC.

                          
	 
      	
                            CNK
      CHEMICAL REALTY CORPORATION

                          
	 
      	
                            CROMPTON
      COLORS INCORPORATED

                          
	 
      	
                            CROMPTON
      HOLDING CORPORATION

                          
	 
      	
                            CROMPTON
      MONOCHEM, INC.

                          
	 
      	
                            GREAT
      LAKES CHEMICAL CORPORATION

                          
	 
      	
                            GREAT
      LAKES CHEMICAL GLOBAL, INC.

                          
	 
      	
                            GT
      SEED TREATMENT, INC.

                          
	 
      	
                            HOMECARE
      LABS, INC.

                          
	 
      	
                            ISCI,
      INC.

                          
	 
      	
                            LAUREL
      INDUSTRIES HOLDINGS, INC.

                          
	 
      	
                            KEM
      MANUFACTURING CORPORATION

                          
	 
      	
                            MONOCHEM,
      INC.

                          
	 
      	
                            NAUGATUCK
      TREATMENT COMPANY

                          
	 
      	
                            RECREATIONAL
      WATER PRODUCTS, INC.

                          
	 
      	
                            UNIROYAL
      CHEMICAL COMPANY LIMITED (DELAWARE)

                          
	 
      	
                            WEBER
      CITY ROAD LLC

                          
	 
      	
                            WRL
      OF INDIANA, INC.

                          
	 
      	 
      	 
      
	 
      	
                            By:

                          	 
      	 
      
	 
      	 
      	
                            Name:

                          
	 
      	 
      	
                            Title:

                          


                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      	 
      	
                              SIGNATURE
      PAGE TO AMENDMENT NO. 2 TO THE AMENDED AND RESTATED CREDIT AGREEMENT,
      DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG CHEMTURA CORPORATION, THE
      GUARANTORS PARTY THERETO, THE VARIOUS LENDERS PARTY THERETO AND CITIBANK.
      N.A., AS ADMINISTRATIVE AGENT

                            
	 
      	 
      
	 
      	
                              BIOLAB
      COMPANY STORE, LLC

                            
	 
      	 
      
	 
      	
                              By:

                            	 	 
      
	 
      	 
      	
                              Name:

                            
	 
      	 
      	
                              Title:

                            
	 
      	 
      	 
      
	 
      	
                              BIOLAB
      FRANCHISE COMPANY, LLC

                            
	 
      	 
      	 
      
	 
      	
                              By:

                            	 	 
      
	 
      	 
      	
                              Name:

                            
	 
      	 
      	
                              Title:

                            
	 
      	 
      	 
      
	 
      	
                              GLCC
      LAUREL, LLC

                            
	 
      	 
      	 
      
	 
      	
                              By:

                            	 	 
      
	 
      	 
      	
                              Name:

                            
	 
      	 
      	
                              Title:

                            


                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      
        
          	
                  SIGNATURE
      PAGE TO AMENDMENT NO. 2 TO THE AMENDED AND RESTATED CREDIT AGREEMENT,
      DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG CHEMTURA CORPORATION, THE
      GUARANTORS PARTY THERETO, THE VARIOUS LENDERS PARTY THERETO AND CITIBANK.
      N.A., AS ADMINISTRATIVE AGENT

                	 
      
	 
      	 
      
	
                  Accepted
      and agreed:

                	 
      
	 
      	 
      
	
                  CITIBANK,
      N.A.,

                	 
      
	
                  as
      Administrative Agent and as a Lender

                	 
      
	 
      	 
      
	
                  By:

                	 	 
      	 
      
	
                  Name:

                	 
      
	
                  Title:

                	 
      


        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      
        
          
            
              
                
                  
                    	
                            SIGNATURE
      PAGE TO AMENDMENT NO. 2 TO THE AMENDED AND RESTATED CREDIT AGREEMENT,
      DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG CHEMTURA CORPORATION, THE
      GUARANTORS PARTY THERETO, THE VARIOUS LENDERS PARTY THERETO AND CITIBANK.
      N.A., AS ADMINISTRATIVE AGENT

                          	 
      
	 
      	 
      
	
                            Accepted
      and agreed:

                          	 
      
	 
      	 
      
	 	 	
                            ,

                          	 
      
	
                            as
      a Lender

                          	 
      
	 
      	 
      
	
                            By:

                          	 	 
      	
                             

                          
	
                            Name:

                          	 
      	 
      
	
                            Title: