Unassociated Document


    


    CHEMTURA
CORPORATION,

    THE
GUARANTORS NAMED HEREIN


     

    and

     

    U.S.
BANK NATIONAL ASSOCIATION,


     

    AS
TRUSTEE

     

    
      
        

      

    

     

    SUPPLEMENTAL
INDENTURE NO. 1

     

    Dated as
of November 10, 2010

     

    to

     

    INDENTURE

     

    Dated as
of August 27, 2010

     

    between

     

    CHEMTURA
CORPORATION,

     

    and

     

    U.S. BANK
NATIONAL ASSOCIATION,


     

    AS
TRUSTEE

     

    
      
        

      

       

    

    $455,000,000

     

    7.875%
Senior Notes due 2018

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    SUPPLEMENTAL INDENTURE NO.
1, dated as of November 10, 2010,
among Chemtura Corporation, a Delaware Corporation (the “Company”), the subsidiaries of
the Company named on the signature pages hereto (the “Guarantors”) and U.S. Bank
National Association, as trustee (the “Trustee”) under the hereafter
defined Indenture.

     

    WHEREAS the Company heretofore
executed and delivered to the Trustee an Indenture dated as of August 27, 2010
(the “Indenture”),
providing for the issuance of up to $455,000,000 aggregate principal amount of
the Company’s 7.875%
Senior Notes due 2018 (the “Notes”); and

     

    WHEREAS, pursuant to the terms
of the Escrow Agreement, the Escrow Proceeds have been deposited into the escrow
account pending satisfaction of the release conditions set forth in such Escrow
Agreement; and

     

    WHEREAS, the execution and
delivery of this Supplemental Indenture has been duly and validly authorized by
the Company and each of the Guarantors; and

     

    WHEREAS, pursuant to Section
9.01 of the Indenture, the Trustee is authorized to execute and deliver this
Supplemental Indenture; and

     

    WHEREAS, all the conditions
and requirements necessary to make this Supplemental Indenture a valid, binding
and legal instrument in accordance with its terms have been performed and
fulfilled by the parties hereto and the execution and delivery thereof have been
in all respects duly authorized by the parties hereto.

     

    NOW, THEREFORE, in
consideration of the above premises, each party agrees, for the benefit of the
others and for the equal and ratable benefit of the Holders of the Notes, as
follows:

     

    ARTICLE
ONE


     

    REAFFIRMATION
AND ACCESSION

     

    
      SECTION
1.01.  Reaffirmation. The
Company hereby expressly and unconditionally reaffirms each and every covenant,
agreement and undertaking of such party in the Indenture.

    

     

    
      SECTION
1.02.  Guarantees and Accession of
Guarantees. Each
Guarantor hereby fully and unconditionally guarantees, on a senior, joint and
several basis, the Obligations to the extent provided in, and subject to the
limitations set forth in, Article Ten of the Indenture, and further expressly
and unconditionally agrees to be bound by each and every other covenant,
agreement and undertaking of such Guarantor in the Indenture.

    

     

    ARTICLE
TWO

     

    MISCELLANEOUS
PROVISIONS

     

    
      SECTION
2.01. Terms Defined.
For all
purposes of this Supplemental Indenture, except as otherwise defined or unless
the context otherwise requires, terms used in capitalized form in this
Supplemental Indenture and defined in the Indenture have the meanings specified
in the Indenture.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

     

    
      SECTION
2.02. Indenture.
Except as
amended hereby, the Indenture and the Notes are in all respects ratified and
confirmed and all the terms shall remain in full force and
effect.

    

     

    
      SECTION
2.03. Governing Law.
THIS
SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.

    

     

    
      SECTION
2.04. Successors.
All
agreements of the Company in this Supplemental Indenture and the Notes shall
bind their respective successors.

    

     

    
      SECTION
2.05.Multiple
Counterparts. This
Supplemental Indenture may be signed in any number of counterparts each of which
so executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same Supplemental
Indenture.

    

     

    
      SECTION
2.06.Effectiveness.
The
provisions of this Supplemental Indenture will take effect immediately upon its
execution and delivery by the Trustee in accordance with the provisions of the
Indenture.

    

     

    
      SECTION
2.07. Trustee Disclaimer.
The
Trustee accepts the amendment of the Indenture effected by this Supplemental
Indenture and agrees to execute the trust created by the Indenture as hereby
amended, but only upon the terms and conditions set forth in the Indenture,
including the terms and provisions defining and limiting the liabilities and
responsibilities of the Trustee, which terms and provisions shall in like manner
define and limit its liabilities and responsibilities in the performance of the
trust created by the Indenture as hereby amended, and without limiting the
generality of the foregoing, the Trustee shall not be responsible in any manner
whatsoever for or with respect to any of the recitals or statements contained
herein, all of which recitals or statements are made solely by the Company and
the Guarantors, or for or with respect to (i) the validity or sufficiency of
this Supplemental Indenture or any of the terms or provisions hereof, (ii) the
proper authorization hereof by the Company and each Guarantor by corporate
action or otherwise, (iii) the due execution hereof by the Company and each
Guarantor and (iv) the consequences (direct or indirect and whether deliberate
or inadvertent) of any amendment herein provided for, and the Trustee makes no
representation with respect to any such matters.

    

     

    
      SECTION
2.08. Jurisdiction.
The
Company and each Guarantor agree that any legal suit, action or proceeding
arising out of or based upon this Supplemental Indenture, the Note Guarantee or
the Notes or the transactions contemplated hereby or thereby may be instituted
in the federal courts of the United States of America located in The City of New
York or the courts of the State of New York in each case located in The City of
New York (collectively, the “Specified Courts”), and each
party irrevocably submits to the non-exclusive jurisdiction of such courts in
any such suit, action or proceeding.  Service of any process, summons,
notice or document by mail to such party’s address set forth above shall be
effective service of process for any suit, action or other proceeding brought in
any such court.  The parties (to the fullest extent permitted by
applicable law) irrevocably and unconditionally waive any objection to the
laying of venue of any suit, action or other proceeding in the Specified Courts
and irrevocably and unconditionally waive and agree not to plead or claim in any
such court that such suit, action or proceeding has been brought in an
inconvenient forum.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

     

    IN WITNESS WHEREOF, the
parties hereto have caused this Supplemental Indenture No. 1 to be
duly executed as of the date first written above.

     

    
      
        	 	
                CHEMTURA
      CORPORATION

              	 
	 	 	 	 
	
              	
                By:
      

              	

                /s/ Stephen C.
      Forsyth

              	 
	 	 	

                Name:
      Stephen C. Forsyth

              	 
	 	 	

                Title:   Executive
      Vice President and

              	 
	 	 	

                Chief
      Financial Officer

              	 
	 	 	 	 
	 	

                BIOLAB
      FRANCHISE COMPANY, LLC

              	 
	 	

                BIO-LAB,
      INC.

              	 
	 	

                CROMPTON
      COLORS INCORPORATED

              	 
	 	

                CROMPTON
      HOLDING CORPORATION

              	 
	 	

                GLCC
      LAUREL, LLC

              	 
	 	

                GREAT
      LAKES CHEMICAL CORPORATION

              	 
	 	

                GREAT
      LAKES CHEMICAL GLOBAL, INC.

              	 
	 	

                GT
      SEED TREATMENT, INC.

              	 
	 	

                HOMECARE
      LABS, INC.

              	 
	 	

                LAUREL
      INDUSTRIES HOLDINGS, INC.

              	 
	 	

                RECREATIONAL
      WATER PRODUCTS, INC.

              	 
	 	

                WEBER
      CITY ROAD LLC

              	 
	 	 	 	 
	 	 	 	 
	 	

                By:
      

              	

                /s/ Robert J.
      Cicero

              	 
	 	 	

                Name:
      Robert J. Cicero

              	 
	 	 	

                Title:   Secretary

              	 


      

    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 	
              TRUSTEE

            	 
	 	 	 
	 	

              U.S.
      BANK NATIONAL ASSOCIATION,

            	 
	 	

              as
      Trustee,

            	 
	 	 	 	 
	
            	
              By:
      

            	/s/
      Raymond S. Haverstock	 
	 	 	

              Name: Raymond
      S. Haverstock

            	 
	 	 	

              Title:   Vice
      President

            	 


    

     

    
      
        
        

      

      
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