EXECUTION
COPY

      


       

      GUARANTY

       

      Dated as
of November 10, 2010

       

      From

       

      THE
GUARANTORS NAMED HEREIN

       

      and

       

      THE
ADDITIONAL GUARANTORS REFERRED TO HEREIN

       

      as
Guarantors

       

      in favor
of

       

      THE
SECURED PARTIES REFERRED TO HEREIN



      
        
           


        

        
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      TABLE OF
CONTENTS

      


      
        
          
            
              	
                      Section

                    	 
      	
                      Page

                    
	 
      	 
      	 
      
	
                      Section 1.

                    	
                      Guaranty;
      Limitation of Liability

                    	 
      	
                      4

                    
	 
      	 
      	 
      	 
      
	
                      Section
      2.

                    	
                      Guaranty
      Absolute

                    	 
      	
                      5

                    
	 
      	 
      	 
      	 
      
	
                      Section
      3.

                    	
                      Waivers
      and Acknowledgments

                    	 
      	
                      6

                    
	 
      	 
      	 
      	 
      
	
                      Section
      4.

                    	
                      Subrogation

                    	 
      	
                      8

                    
	 
      	 
      	 
      	 
      
	
                      Section
      5.

                    	
                      Payments
      Free and Clear of Taxes, Etc

                    	 
      	
                      8

                    
	 
      	 
      	 
      	 
      
	
                      Section
      6.

                    	
                      Representations
      and Warranties

                    	 
      	
                      8

                    
	 
      	 
      	 
      	 
      
	
                      Section
      7.

                    	
                      Covenants

                    	 
      	
                      9

                    
	 
      	 
      	 
      	 
      
	
                      Section
      8.

                    	
                      Amendments,
      Guaranty Supplements, Etc.

                    	 
      	
                      9

                    
	 
      	 
      	 
      	 
      
	
                      Section
      9.

                    	
                      Notices,
      Etc

                    	 
      	
                      10

                    
	 
      	 
      	 
      	 
      
	
                      Section
      10.

                    	
                      No
      Waiver; Remedies

                    	 
      	
                      10

                    
	 
      	 
      	 
      	 
      
	
                      Section
      11.

                    	
                      Right
      of Set-off

                    	 
      	
                      10

                    
	 
      	 
      	 
      	 
      
	
                      Section
      12.

                    	
                      Indemnification

                    	 
      	
                      10

                    
	 
      	 
      	 
      	 
      
	
                      Section
      13.

                    	
                      Subordination

                    	 
      	
                      11

                    
	 
      	 
      	 
      	 
      
	
                      Section
      14.

                    	
                      Continuing
      Guaranty; Assignments under the Credit Agreement

                    	 
      	
                      12

                    
	 
      	 
      	 
      	 
      
	
                      Section
      15.

                    	
                      Rights
      and Remedies

                    	 
      	
                      13

                    
	 
      	 
      	 
      	 
      
	
                      Section
      16.

                    	
                      Execution
      in Counterparts

                    	 
      	
                      13

                    
	 
      	 
      	 
      	 
      
	
                      Section
      17.

                    	
                      Governing
      Law; Jurisdiction; Waiver of Jury Trial, Etc.

                    	 
      	
                      13

                    


            

          

        

      

      


      Exhibit A
- Guaranty Supplement


      
        
           


        

        
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      GUARANTY

       

      GUARANTY
dated as of November 10, 2010 (as amended, amended and restated, supplemented or
otherwise modified from time to time, this “Guaranty”)
made by the Borrower and each of the other Persons listed on the signature pages
hereof under the caption “Guarantors” and the Additional Guarantors (as defined
in Section 8(b)) (such Persons so listed and the Additional Guarantors being,
collectively, the “Guarantors”
and, individually, each a “Guarantor”)
in favor of the Secured Parties (as defined in the Credit Agreement referred to
below).

       

      PRELIMINARY
STATEMENT.  Chemtura Corporation, a Delaware corporation (the “Borrower”),
is party to a Senior Secured Term Facility Credit Agreement, dated as of August
27, 2010 (as amended by Amendment No. 1, dated as of September 27, 2010, and as
further amended, amended and restated, supplemented or otherwise modified from
time to time, the “Credit
Agreement”; the capitalized terms defined therein and not otherwise
defined herein being used herein as therein defined) among the Borrower, Bank of
America, N.A., as Administrative Agent, the other agents named therein, and the
Lenders party thereto from time to time.  Each Guarantor derives
substantial direct and indirect benefits from the transactions contemplated by
the Credit Agreement and the other Loan Documents, including the release of the
funds held in the Escrow Account to the Borrower as described in Section
2.17(b)(i) thereof, and it is a condition precedent to such release, the entry
by the Hedge Banks into Secured Hedge Agreements from time to time, the entry by
Cash Management Banks into Secured Cash Management Agreements from time to time,
and the entry by Specified Credit Banks into Secured Specified Credit Agreements
from time to time, that each Guarantor shall have executed and delivered this
Guaranty.

       

      NOW,
THEREFORE, in consideration of the premises, as a condition precedent to the
release of the funds held in the Escrow Account to the Borrower as described in
Section 2.17(b)(i) of the Credit Agreement, and in order to induce the Hedge
Banks to enter into Secured Hedge Agreements from time to time, the Cash
Management Banks to enter into Secured Cash Management Agreements from time to
time, and the Specified Credit Banks to enter into Secured Specified Credit
Agreements from time to time, each Guarantor, jointly and severally with each
other Guarantor, hereby agrees as follows:

       

      
        
           


        

        
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      Section
1.  Guaranty; Limitation of
Liability.  (a)  Each
Guarantor hereby absolutely, unconditionally and irrevocably guarantees the
punctual payment when due, whether at scheduled maturity or on any date of a
required prepayment or by acceleration, demand or otherwise, of all Obligations
of each other Loan Party or Subsidiary of a Loan Party now or hereafter existing
under or in respect of the Loan Documents, Secured Hedge Agreements, Secured
Cash Management Agreements and Secured Specified Credit Agreements (including,
without limitation, any extensions, modifications, substitutions, amendments or
renewals of any or all of the foregoing Obligations), whether direct or
indirect, absolute or contingent, and whether for principal, interest, premiums,
fees, indemnities, contract causes of action, costs, expenses or otherwise (such
Obligations being the “Guaranteed
Obligations”; provided however that
if the aggregate principal or notional amount of Obligations (in terms of
Agreement Value in the case of Secured Hedge Agreements) under all Secured Cash
Management Agreements and Secured Hedge Agreements, in each case entered into by
Non-Loan Parties (“Non-Loan Party
Bank Product Agreements”) exceeds $10,000,000 at any time outstanding,
then the Guaranteed Obligations shall exclude all Obligations under Non-Loan
Party Bank Product Agreements other than those Obligations (“Included
Obligations”) designated in a writing delivered by the Borrower to the
Administrative Agent as being included in the Guaranteed Obligations, subject to
a maximum aggregate principal or notional amount (in terms of Agreement Value in
the case of Secured Hedge Agreements) for all Included Obligations of
$10,000,000 at any time outstanding (all such Obligations under Non-Loan Party
Bank Product Agreements excluded from the Guaranteed Obligations being “Excluded
Obligations”)), and agrees to pay any and all reasonable and documented
out-of-pocket expenses (including, without limitation, reasonable fees and
expenses of counsel) incurred by the Administrative Agent or any other Secured
Party in enforcing any rights under this Guaranty.  Without limiting
the generality of the foregoing, each Guarantor’s liability shall extend to all
amounts that constitute part of the Guaranteed Obligations and would be owed by
any other Loan Party or Subsidiary of a Loan Party to the Administrative Agent
or any other Secured Party under or in respect of the Loan Documents, Secured
Hedge Agreements, Secured Cash Management Agreements and Secured Specified
Credit Agreements, but for the fact that they are unenforceable or not allowable
due to the existence of a bankruptcy, reorganization or similar proceeding
involving such other Loan Party or Subsidiary.

       

      (b)           Each
Guarantor, and by its acceptance of this Guaranty, the Administrative Agent and
each other Secured Party, hereby confirms that it is the intention of all such
Persons that this Guaranty and the Obligations of each Guarantor hereunder not
constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law
(as hereinafter defined), the Uniform Fraudulent Conveyance Act, the Uniform
Fraudulent Transfer Act or any similar foreign, federal or state law to the
extent applicable to this Guaranty and the Obligations of each Guarantor
hereunder.  To effectuate the foregoing intention, the Administrative
Agent, the other Secured Parties and the Guarantors hereby irrevocably agree
that the Obligations of each Guarantor under this Guaranty at any time shall be
limited to the maximum amount as will result in the Obligations of such
Guarantor under this Guaranty not constituting a fraudulent transfer or
conveyance.  For purposes hereof, “Bankruptcy
Law” means any proceeding of the type referred to in Section 6.01(l)
of the Credit Agreement or Title 11, U.S. Code, or any similar foreign, federal
or state law for the relief of debtors.


      
        
           


        

        
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      (c)           Each
Guarantor hereby unconditionally and irrevocably agrees that in the event any
payment shall be required to be made to any Secured Party under this Guaranty or
any other guaranty, such Guarantor will contribute, to the maximum extent
permitted by law, such amounts to each other Guarantor and each other guarantor
so as to maximize the aggregate amount paid to the Secured Parties under or in
respect of the Loan Documents, Secured Hedge Agreements (other than Excluded
Obligations thereunder), Secured Cash Management Agreements (other than Excluded
Obligations thereunder) and Secured Specified Credit Agreements.  If
any Guarantor (other than the Borrower) makes a payment under this Guaranty of
any Obligations under the Loan Documents, Secured Hedge Agreements, Secured Cash
Management Agreements or Secured Specified Credit Agreements (any such payment
by a Guarantor other than the Borrower, a “Guarantor
Payment”) that, taking into account all other Guarantor Payments
previously or concurrently made by any other Guarantor (other than the
Borrower), exceeds the amount that such Guarantor would otherwise have paid if
each Guarantor had paid the aggregate Obligations under the Loan Documents,
Secured Hedge Agreements, Secured Cash Management Agreements or Secured
Specified Credit Agreements satisfied by such Guarantor Payments in the same
proportion that such Guarantor's Allocable Amount bore to the total Allocable
Amounts of all Guarantors (other than the Borrower), then (subject to compliance
with the first sentence of this section 1(c)) such Guarantor shall be entitled
to receive contribution and indemnification payments from, and to be reimbursed
by, each other Guarantor (other than the Borrower) for the amount of such
excess, pro rata based upon their respective Allocable Amounts in effect
immediately prior to such Guarantor Payment.  The “Allocable
Amount” for any Guarantor shall be the maximum amount that could then be
recovered from such Guarantor under this Guaranty without rendering such payment
voidable under Section 548 of the Bankruptcy Code or under any applicable state
fraudulent transfer or conveyance act, or similar statute or common
law.

       

      Section
2.  Guaranty
Absolute.  Each
Guarantor guarantees that the Guaranteed Obligations will be paid strictly in
accordance with the terms of the Loan Documents, Secured Hedge Agreements,
Secured Cash Management Agreements and Secured Specified Credit Agreements,
regardless of any law, regulation or order now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of the Administrative
Agent or any other Secured Party with respect thereto.  The
Obligations of each Guarantor under or in respect of this Guaranty are
independent of the Guaranteed Obligations or any other Obligations of any other
Loan Party under or in respect of the Loan Documents, Secured Hedge Agreements,
Secured Cash Management Agreements and Secured Specified Credit Agreements, and
a separate action or actions may be brought and prosecuted against each
Guarantor to enforce this Guaranty, irrespective of whether any action is
brought against the Borrower or any other Loan Party or whether the Borrower or
any other Loan Party is joined in any such action or actions.  The
liability of each Guarantor under this Guaranty shall be irrevocable, absolute
and unconditional irrespective of, and each Guarantor hereby irrevocably waives
(to the extent permitted by law) any defenses it may now have or hereafter
acquire in any way relating to, any or all of the following:

       

      (a)          any
lack of validity or enforceability of any Loan Document, Secured Hedge
Agreement, Secured Cash Management Agreement or Secured Specified Credit
Agreement or any agreement or instrument relating thereto;

       

      (b)          any
change in the time, manner or place of payment of, or in any other term of, all
or any of the Guaranteed Obligations or any other Obligations of any other Loan
Party under or in respect of the Loan Documents, Secured Hedge Agreements,
Secured Cash Management Agreements and Secured Specified Credit Agreements, or
any other amendment or waiver of or any consent to departure from any Loan
Document, Secured Hedge Agreement, Secured Cash Management Agreement or Secured
Specified Credit Agreement, including, without limitation, any increase in the
Guaranteed Obligations resulting from the extension of additional credit to any
Loan Party or any of its Subsidiaries or otherwise;

       

      (c)           any
taking, exchange, release or non-perfection of any Collateral or any other
collateral, or any taking, release or amendment or waiver of or consent to
departure from any other guaranty, for all or any of the Guaranteed
Obligations;


      
        
           


        

        
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      (d)           any
manner of application of Collateral or any other collateral, or proceeds
thereof, to all or any of the Guaranteed Obligations, or any manner of sale or
other disposition of any Collateral or any other collateral for all or any of
the Guaranteed Obligations or any other Obligations of any Loan Party under the
Loan Documents, Secured Hedge Agreements, Secured Cash Management Agreements and
Secured Specified Credit Agreements, or any other assets of any Loan Party or
any of its Subsidiaries;

       

      (e)           any
change, restructuring or termination of the corporate structure or existence of
any Loan Party or any of its Subsidiaries;

       

      (f)           any
failure of the Administrative Agent or any other Secured Party to disclose to
any Loan Party any information relating to the business condition (financial or
otherwise), operations, properties or prospects of any other Loan Party now or
hereafter known to the Administrative Agent or such other Secured Party, as the
case may be (each Guarantor waiving any duty on the part of the Secured Parties
to disclose such information);

       

      (g)           the
failure of any other Person to execute or deliver this Guaranty, any Guaranty
Supplement (as hereinafter defined) or any other guaranty or agreement or the
release or reduction of liability of any Guarantor or other guarantor or surety
with respect to the Guaranteed Obligations; or

       

      (h)           any
other circumstance (including, without limitation, any statute of limitations or
any existence of or reliance on any representation by the Administrative Agent
or any other Secured Party) that might otherwise constitute a defense available
to, or a discharge of, any Loan Party or any other guarantor or surety, in each
case other than the payment in full in cash of the Guaranteed
Obligations.

       

      This
Guaranty shall continue to be effective or be reinstated, as the case may be, if
at any time any payment of any of the Guaranteed Obligations is rescinded or
must otherwise be returned by the Administrative Agent or any other Secured
Party or any other Person upon the insolvency, bankruptcy or reorganization of
the Borrower or any other Loan Party or otherwise, all as though such payment
had not been made.

       

      Section
3.  Waivers
and Acknowledgments.  (a)  Each
Guarantor hereby unconditionally and irrevocably waives (to the extent permitted
by law) promptness, diligence, notice of acceptance, presentment, demand for
performance, notice of nonperformance, default, acceleration, protest or
dishonor and any other notice with respect to any of the Guaranteed Obligations
and this Guaranty and any requirement that the Administrative Agent or any other
Secured Party protect, secure, perfect or insure any Lien or any property
subject thereto or exhaust any right or take any action against any Loan Party
or any other Person or any Collateral.

       

      (b)           Each
Guarantor hereby unconditionally and irrevocably waives (to the extent permitted
by law) any right to revoke this Guaranty and acknowledges that this Guaranty is
continuing in nature and applies to all Guaranteed Obligations, whether existing
now or in the future.

       

      
        
           


        

        
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      (c)           Each
Guarantor hereby unconditionally and irrevocably waives (to the extent permitted
by law) (i) any defense arising by reason of any claim or defense based upon an
election of remedies by any Secured Party that in any manner impairs, reduces,
releases or otherwise adversely affects the subrogation, reimbursement,
exoneration, contribution or indemnification rights of such Guarantor or other
rights of such Guarantor to proceed against any of the other Loan Parties, any
other guarantor or any other Person or any Collateral and (ii) any defense based
on any right of set-off or counterclaim against or in respect of the Obligations
of such Guarantor hereunder.

       

      (d)           Each
Guarantor acknowledges that the Administrative Agent may, without notice to or
demand upon such Guarantor and without affecting the liability of such Guarantor
under this Guaranty, foreclose under any mortgage by nonjudicial sale, and each
Guarantor hereby waives any defense to the recovery by the Administrative Agent
and the other Secured Parties against such Guarantor of any deficiency after
such nonjudicial sale and any defense or benefits that may be afforded by
applicable law.

       

      (e)           Each
Guarantor hereby unconditionally and irrevocably waives (to the extent permitted
by law) any duty on the part of any Secured Party to disclose to such Guarantor
any matter, fact or thing relating to the business, condition (financial or
otherwise), operations, performance, properties or prospects of any other Loan
Party or any of its Subsidiaries now or hereafter known by such Secured
Party.

       

      (f)           Each
Guarantor acknowledges that it will receive substantial direct and indirect
benefits from the financing arrangements contemplated by the Loan Documents,
Secured Hedge Agreements, Secured Cash Management Agreements and Secured
Specified Credit Agreements, and that the waivers set forth in Section 2 and
this Section 3 are knowingly made in contemplation of such
benefits.
 

      
        
           


        

        
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      Section
4.  Subrogation.  Each
Guarantor hereby unconditionally and irrevocably agrees not to exercise any
rights that it may now have or hereafter acquire against the Borrower, any other
Loan Party or any other insider guarantor that arise from the existence,
payment, performance or enforcement of such Guarantor’s Obligations under or in
respect of this Guaranty, or any other Loan Document, Secured Hedge Agreement,
Secured Cash Management Agreement or Secured Specified Credit Agreement,
including, without limitation, any right of subrogation, reimbursement,
exoneration, contribution or indemnification and any right to participate in any
claim or remedy of the Administrative Agent or any other Secured Party against
the Borrower, any other Loan Party or any other insider guarantor or any
Collateral, whether or not such claim, remedy or right arises in equity or under
contract, statute or common law, including, without limitation, the right to
take or receive from the Borrower, any other Loan Party or any other insider
guarantor, directly or indirectly, in cash or other property or by set-off or in
any other manner, payment or security on account of such claim, remedy or right,
unless and until all of the Guaranteed Obligations and all other amounts payable
under this Guaranty shall have been paid in full in cash, all Secured Hedge
Agreements, all Secured Cash Management Agreements and all Secured Specified
Credit Agreements shall have expired or been terminated and the Commitments
shall have expired or been terminated.  If any amount shall be paid to
any Guarantor in violation of the immediately preceding sentence at any time
prior to the latest of (a) the payment in full in cash of the Guaranteed
Obligations and all other amounts payable under this Guaranty, (b) the latest
date of expiration or termination of all Secured Hedge Agreements, all Secured
Cash Management Agreements and all Secured Specified Credit Agreements, and (c)
the Termination Date, such amount shall be received and held in trust for the
benefit of the Administrative Agent and the other Secured Parties, shall be
segregated from other property and funds of such Guarantor and shall forthwith
be paid or delivered to the Administrative Agent in the same form as so received
(with any necessary endorsement or assignment) to be credited and applied to the
Guaranteed Obligations and all other amounts payable under this Guaranty,
whether matured or unmatured, in accordance with the terms of the Loan
Documents, Secured Hedge Agreements, Secured Cash Management Agreements and
Secured Specified Credit Agreements, or to be held as Collateral for any
Guaranteed Obligations or other amounts payable under this Guaranty thereafter
arising.  If (i) any Guarantor shall make payment to any Secured Party
of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed
Obligations and all other amounts payable under this Guaranty (other than
contingent indemnification obligations under which a claim has not yet been
asserted) shall have been paid in full in cash, (iii) all Secured Hedge
Agreements, Secured Cash Management Agreements and Secured Specified Credit
Agreements shall have expired or been terminated, and (iv) either (A) the
Termination Date shall have occurred or (B) the Loan Parties shall have executed
and delivered to the Administrative Agent an agreement, in form and substance
reasonably satisfactory to the Administrative Agent, terminating their rights
under Sections 2.18 and 2.19 of the Credit Agreement, the Administrative Agent
and the other Secured Parties will, at such Guarantor’s request and expense,
execute and deliver to such Guarantor appropriate documents, without recourse
and without representation or warranty, necessary to evidence the transfer by
subrogation to such Guarantor of an interest in the Guaranteed Obligations
resulting from such payment made by such Guarantor pursuant to this
Guaranty.

       

      Section
5.  Payments
Free and Clear of Taxes, Etc.  Any
and all payments made by any Guarantor under or in respect of this Guaranty, any
other Loan Document, or any Secured Hedge Agreement, Secured Cash Management
Agreement or Secured Specified Credit Agreement shall be made free and clear of
and without deduction or withholding for any Taxes or Other Taxes on the same
terms and to the same extent that payments by the Borrower are required to be
made free and clear of Taxes and Other Taxes pursuant to the terms of Section
2.11 of the Credit Agreement.

       

      Section
6.  Representations and
Warranties.  Each
Guarantor hereby makes each representation and warranty made in the Loan
Documents, Secured Hedge Agreements, Secured Cash Management Agreements and
Secured Specified Credit Agreements by the Borrower with respect to such
Guarantor and each Guarantor hereby further represents and warrants as
follows:

       

      (a)           There
are no conditions precedent to the effectiveness of this Guaranty that have not
been satisfied or waived.

       

      (b)           Such
Guarantor has, independently and without reliance upon any Secured Party and
based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Guaranty and each other Loan
Document, Secured Hedge Agreement, Secured Cash Management Agreement and Secured
Specified Credit Agreement to which it is or is to be a party, and such
Guarantor has established adequate means of obtaining from each other Loan Party
on a continuing basis information pertaining to, and is now and on a continuing
basis will be completely familiar with, the business, condition (financial or
otherwise), operations, performance, properties and prospects of such other Loan
Party.


      
        
           


        

        
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      Section
7.  Covenants.  Each
Guarantor covenants and agrees that, so long as any part of the Guaranteed
Obligations shall remain unpaid, any Lender shall have any Commitment or any
Secured Hedge Agreement, Secured Cash Management Agreement or Secured Specified
Credit Agreement shall be in effect, such Guarantor will perform and observe,
and cause each of its Subsidiaries to perform and observe, all of the terms,
covenants and agreements set forth in the Loan Documents, Secured Hedge
Agreements, Secured Cash Management Agreements and Secured Specified Credit
Agreements, as the case may be, on its or their part to be performed or observed
or that the Borrower has agreed to cause such Guarantor or such Subsidiaries to
perform or observe.

       

      Section
8.  Amendments, Guaranty
Supplements, Etc.  (a)  No
amendment or waiver of any provision of this Guaranty and no consent to any
departure by any Guarantor therefrom shall in any event be effective unless the
same shall be in writing and signed by the Administrative Agent and the Required
Lenders (or by the Administrative Agent with the consent of the Required
Lenders) and, in the case of an amendment, the Guarantors, and then such waiver
or consent shall be effective only in the specific instance and for the specific
purpose for which given; provided, however, that no amendment,
waiver or consent shall, unless in writing and signed by the Administrative
Agent and all of the Lenders (other than any Lender that is, at such time, a
Defaulting Lender), subject to the next succeeding sentence, release any
Guarantor hereunder or otherwise limit any Guarantor’s liability with respect to
the Obligations owing to the Secured Parties under or in respect of the Loan
Documents, if such release or limitation is in respect of all or substantially
all of the value of this Guaranty, or make any other change that is of the type
that requires the consent of all Lenders under the Credit
Agreement.  Upon the sale of a Guarantor to the extent permitted in
accordance with the terms of the Loan Documents, Secured Hedge Agreements,
Secured Cash Management Agreements and Secured Specified Credit Agreements, such
Guarantor shall be automatically released from this Guaranty.

       

      (b)           Upon
the execution and delivery by any Person of a guaranty supplement in
substantially the form of Exhibit A hereto (each, a “Guaranty
Supplement”), (i) such Person shall be referred to as an “Additional
Guarantor” and shall become and be a Guarantor hereunder, and each reference in
this Guaranty to a “Guarantor” shall also mean and be a reference to such
Additional Guarantor, and each reference in any other Loan Document, Secured
Hedge Agreement, Secured Cash Management Agreement or Secured Specified Credit
Agreement to a “Guarantor” shall also mean and be a reference to such Additional
Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”,
“hereof” or words of like import referring to this Guaranty, and each reference
in any other Loan Document, Secured Hedge Agreement, Secured Cash Management
Agreement or Secured Specified Credit Agreement to the “Guaranty”, “thereunder”,
“thereof” or words of like import referring to this Guaranty, shall mean and be
a reference to this Guaranty as supplemented by such Guaranty
Supplement.


      
        
           


        

        
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      Section
9.  Notices,
Etc.  All
notices and other communications provided for hereunder shall be given in
accordance with the provisions set out in Section 9.02 of the Credit Agreement,
mutatis
mutandis.

       

      Section
10.  No
Waiver; Remedies.  No
failure on the part of any Secured Party to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any right hereunder preclude any other or further
exercise thereof or the exercise of any other right.  The remedies
herein provided are cumulative and not exclusive of any remedies provided by
law.

       

      Section
11.  Right
of Set-off.  Upon
(a) the occurrence and during the continuance of any Event of Default and (b)
the making of the request or the granting of the consent specified by Section
6.01 of the Credit Agreement to authorize the Administrative Agent to declare
the Notes due and payable pursuant to the provisions of said Section 6.01, each
Agent and each Lender and each of their respective Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at any
time owing by such Agent, such Lender or such Affiliate to or for the credit or
the account of any Guarantor against any and all of the Obligations (other than
Excluded Obligations) of such Guarantor now or hereafter existing under the Loan
Documents, Secured Hedge Agreements, Secured Cash Management Agreements and
Secured Specified Credit Agreements, irrespective of whether such Agent or such
Lender shall have made any demand under this Guaranty or any other Loan
Document, Secured Hedge Agreement, Secured Cash Management Agreement or Secured
Specified Credit Agreement, and although such Obligations may be
unmatured.  Each Agent and each Lender agrees promptly to notify such
Guarantor after any such set-off and application; provided, however, that the failure to
give such notice shall not affect the validity of such set-off and
application.  The rights of each Agent and each Lender and their
respective Affiliates under this Section are in addition to other rights and
remedies (including, without limitation, other rights of set-off) that such
Agent, such Lender and their respective Affiliates may have.

       

      Section
12.  Indemnification.  (a)  Without
limitation on any other Obligations of any Guarantor or remedies of the Secured
Parties under this Guaranty, each Guarantor shall, to the fullest extent
permitted by law, indemnify and hold harmless each Secured Party and each of
their Affiliates and their respective officers, directors, employees, agents and
advisors (each, an “Indemnified
Party”) from and against, and shall pay within ten (10) Business Days of
written demand, any and all claims, damages, losses, liabilities and expenses
(including, without limitation, reasonable fees and expenses of counsel) that
may be incurred by or asserted or awarded against any Indemnified Party in
connection with or as a result of any failure of any Guaranteed Obligations to
be the legal, valid and binding obligations of any Loan Party enforceable
against such Loan Party in accordance with their terms.

       

      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      (b)           Each
Guarantor hereby also agrees that none of the Indemnified Parties shall have any
liability (whether direct or indirect, in contract, tort or otherwise) to any of
the Guarantors or any of their respective Affiliates or any of their respective
security holders, creditors, officers, directors, employees, agents and advisors
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).  Notwithstanding any other provision of this Guaranty, 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 damages are
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.

       

      (c)           Without
prejudice to the survival of any of the other agreements of any Guarantor under
this Guaranty or any of the other Loan Documents, Secured Hedge Agreements,
Secured Cash Management Agreements or Secured Specified Credit Agreements, the
agreements and obligations of each Guarantor contained in Section 1(a)
(with respect to enforcement expenses), the last sentence of Section 2,
Section 5 and this Section 12 shall survive the payment in full of the
Guaranteed Obligations and all of the other amounts payable under this
Guaranty.

       

      Section
13.  Subordination.  Each
Guarantor hereby subordinates any and all Debt owed to such Guarantor by each
other Loan Party (the “Subordinated
Obligations”) to the Guaranteed Obligations to the extent and in the
manner hereinafter set forth in this Section 13:

       

      (a)           Prohibited Payments,
Etc.  After the occurrence and during the continuance of any
Event of Default (including the commencement and continuation of any proceeding
under any Bankruptcy Law relating to any other Loan Party), provided that either
(1) a notice of acceleration of the maturity of the Advances has been delivered
to the Borrower in accordance with Section 6.01(ii) of the Credit Agreement, or
(2) a demand for payment has been made under this Guaranty and, in the case of
this clause (2), amounts that are due remain unpaid, no Guarantor shall (unless
the Administrative Agent otherwise agrees) demand, accept or take any action to
collect any payment on account of the Subordinated Obligations.

       

      (b)           Prior Payment of Guaranteed
Obligations.  In any proceeding under any Bankruptcy Law
relating to any other Loan Party, each Guarantor agrees that the Secured Parties
shall be entitled to receive payment in full in cash of all Guaranteed
Obligations (including all interest and expenses accruing after the commencement
of a proceeding under any Bankruptcy Law, whether or not constituting an allowed
claim in such proceeding (“Post Petition
Interest”)) before such Guarantor receives payment of any Subordinated
Obligations.

       

      (c)           Turn-Over.  After
the occurrence and during the continuance of any Event of Default (including the
commencement and continuation of any proceeding under any Bankruptcy Law
relating to any other Loan Party), provided that either (1) a notice of
acceleration of the maturity of the Advances has been delivered to the Borrower
in accordance with Section 6.01(ii) of the Credit Agreement, or (2) a demand for
payment has been made under this Guaranty and, in the case of this clause (2),
amounts that are due remain unpaid, each Guarantor shall, if the Administrative
Agent so requests, collect, enforce and receive payments on account of the
Subordinated Obligations as trustee for the Secured Parties and deliver such
payments to the Administrative Agent on account of the Guaranteed Obligations
(including all Post Petition Interest), together with any necessary endorsements
or other instruments of transfer, but without reducing or affecting in any
manner the liability of such Guarantor under the other provisions of this
Guaranty.



      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      (d)          Administrative Agent
Authorization.  After the occurrence and during the continuance
of any Event of Default (including the commencement and continuation of any
proceeding under any Bankruptcy Law relating to any other Loan Party), provided
that either (1) a notice of acceleration of the maturity of the Advances has
been delivered to the Borrower in accordance with Section 6.01(ii) of the Credit
Agreement, or (2) a demand for payment has been made under this Guaranty and, in
the case of this clause (2), amounts that are due remain unpaid, the
Administrative Agent is authorized and empowered (but without any obligation to
so do), in its discretion, (i) in the name of each Guarantor, to collect and
enforce, and to submit claims in respect of, Subordinated Obligations and to
apply any amounts received thereon to the Guaranteed Obligations (including any
and all Post Petition Interest), and (ii) to pay any amounts received on such
obligations to the Administrative Agent for application to the Guaranteed
Obligations (including any and all Post Petition Interest).

       

      Section
14.  Continuing Guaranty;
Assignments under the Credit Agreement.  This
Guaranty is a continuing guaranty and shall (a) remain in full force and effect
until the latest of (i) the payment in full in cash of the Guaranteed
Obligations and all other amounts payable under this Guaranty, (ii) the latest
date of expiration or termination of all Secured Hedge Agreements, Secured Cash
Management Agreements and Secured Specified Credit Agreements (or the date on
which such obligations shall have been cash collateralized in a manner
reasonably satisfactory to each applicable Hedge Bank, Cash Management Bank, or
Specified Credit Bank, as the case may be), and (iii) the earlier of (A) the
Termination Date and (B) the date on which the Loan Parties shall have executed
and delivered to the Administrative Agent an agreement, in form and substance
reasonably satisfactory to the Administrative Agent, terminating their rights
under Sections 2.18 and 2.19 of the Credit Agreement, (b) be binding upon each
Guarantor and its successors and assigns and (c) inure to the benefit of and be
enforceable by the Administrative Agent and the other Secured Parties and their
respective successors, transferees and assigns.  Without limiting the
generality of clause (c) of the immediately preceding sentence, any Secured
Party may assign or otherwise transfer all or any portion of its rights and
obligations under the Credit Agreement (including, without limitation, all or
any portion of its Commitments, the Advances owing to it and the Notes held by
it) to any other Person, and such other Person shall thereupon become vested
with all the benefits in respect thereof granted to such Secured Party herein or
otherwise, in each case as and to the extent provided in Section 9.07 of the
Credit Agreement.  No Guarantor shall have the right to assign its
rights hereunder or any interest herein without the prior written consent of the
Secured Parties.

       

      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      Section
15.  Rights
and Remedies.  At
any time an Event of Default shall have occurred and be continuing, the
Administrative Agent and the Lenders may, in their discretion, pursue such
rights and remedies as they deem appropriate, including realization upon
Collateral by judicial foreclosure or non judicial sale or enforcement, without
affecting any rights and remedies under any Loan Document.  If, in
taking any action in connection with the exercise of any rights or remedies, the
Administrative Agent or any Lender shall forfeit any other rights or remedies,
including the right to enter a deficiency judgment against any Guarantor or any
other Person, whether because of any applicable laws pertaining to “election of
remedies” or otherwise, each Guarantor consents to such action and waives any
claim based upon it, even if the action may result in loss of any rights of
subrogation that such Guarantor might otherwise have had.  Any
election of remedies that results in denial or impairment of the right of the
Administrative Agent or any Lender to seek a deficiency judgment against any
Loan Party shall not impair each Guarantor’s obligation to pay the full amount
of the Obligations under the Loan Documents.  Each Guarantor waives
all rights and defenses arising out of an election of remedies, such as
nonjudicial foreclosure with respect to any security for the Obligations under
the Loan Documents, even though that election of remedies destroys such
Guarantor’s rights of subrogation against any other Person.  The
Administrative Agent may bid all or a portion of the Obligations under the Loan
Documents at any foreclosure or trustee’s sale or at any private sale, and the
amount of such bid need not be paid by the Administrative Agent but shall be
credited against the Obligations under the Loan Documents.  The amount
of the successful bid at any such sale, whether the Administrative Agent or any
other Person is the successful bidder, shall be conclusively deemed to be the
fair market value of the Collateral acquired pursuant to such sale, and, after
application of the proceeds of such sale to payment of the Obligations under the
Loan Documents, the difference between such bid amount and the remaining balance
of the Obligations under the Loan Documents shall be conclusively deemed to be
the amount of the Obligations under the Loan Documents guaranteed under this
Guaranty, notwithstanding that any present or future law or court decision may
have the effect of reducing the amount of any deficiency claim to which the
Administrative Agent or any Lender might otherwise be entitled but for such
bidding at any such sale.

       

      Section
16.  Execution in
Counterparts.  This
Guaranty and each amendment, waiver and consent with respect hereto may be
executed in any number of counterparts and by different parties thereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.  Delivery of an executed counterpart of a signature page to
this Guaranty by telecopier or by electronic transmission (e.g. “.pdf” or
“.tif”) shall be effective as delivery of an original executed counterpart of
this Guaranty.

       

      Section
17.  Governing Law; Jurisdiction;
Waiver of Jury Trial, Etc.  (a)  This
Guaranty shall be governed by, and construed in accordance with, the laws of the
State of New York.

       

      (b)           Each
Guarantor hereby irrevocably and unconditionally submits, for itself and its
property, to the exclusive jurisdiction of the Bankruptcy Court and, if the
Bankruptcy Court does not have (or abstains from) jurisdiction, to the exclusive
jurisdiction of any New York State court or federal court of the United
States of America sitting in New York City, and any appellate court from
any thereof, in any action or proceeding arising out of or relating to this
Guaranty or any of the other Loan Documents, Secured Hedge Agreements, Secured
Cash Management Agreements or Secured Specified Credit Agreements to which it is
or is to be a party, or for recognition or enforcement of any judgment, and each
Guarantor hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in any such
New York State court or, to the extent permitted by law, in such federal
court.  Each Guarantor agrees that a final judgment in any such action
or proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law.


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      (c)           Each
Guarantor irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection that it may now or hereafter have
to the laying of venue of any suit, action or proceeding arising out of or
relating to this Guaranty or any of the other Loan Documents, Secured Hedge
Agreements, Secured Cash Management Agreements or Secured Specified Credit
Agreements to which it is or is to be a party in any New York State or
federal court.  Each Guarantor hereby irrevocably waives, to the
fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such suit, action or proceeding in any such court.

       

      (d)           EACH
GUARANTOR HEREBY IRREVOCABLY WAIVES 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 ANY OF THE LOAN DOCUMENTS, SECURED HEDGE
AGREEMENTS, SECURED CASH MANAGEMENT AGREEMENTS OR SECURED SPECIFIED CREDIT
AGREEMENTS, THE ADVANCES OR THE ACTIONS OF ANY SECURED PARTY IN THE NEGOTIATION,
ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

       

      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, each Guarantor has caused this Guaranty to be duly executed and
delivered by its officer thereunto duly authorized as of the date first above
written.

       

      
        
          
            	 
      	
                    Guarantors:

                  
	 
      	 
      
	 
      	
                    CHEMTURA
      CORPORATION, as a Guarantor

                  
	 
      	 
      	 
      	 
      
	 
      	
                    By:

                  	
                    /s/ Stephen C. Forsyth

                  
	 
      	 
      	
                    Name: 

                  	
                    Stephen
      C. Forsyth

                  
	 
      	 
      	
                    Title:

                  	
                    Executive Vice President and
      Chief

                    Financial
      Officer

                  
	 
      	 
      	 
      	 
      
	 
      	
                    BIOLAB
      FRANCHISE COMPANY, LLC, as a

                    Guarantor

                  
	 
      	 
      	 
      	 
      
	 
      	
                    By:

                  	
                    /s/ Robert J. Cicero

                  
	 
      	 
      	
                    Name:

                  	
                    Robert
      J. Cicero

                  
	 
      	 
      	
                    Title:

                  	
                    Vice
      President and Secretary

                  
	 
      	 
      	 
      	 
      
	 
      	
                    BIO-LAB,
      INC., as a Guarantor

                  
	 
      	 
      	 
      	 
      
	 
      	
                    By:

                  	
                    /s/ Robert J. Cicero

                  
	 
      	 
      	
                    Name:

                  	
                    Robert
      J. Cicero

                  
	 
      	 
      	
                    Title:

                  	
                    Vice
      President and Secretary

                  
	 
      	 
      	 
      	 
      
	 
      	
                    CROMPTON
      COLORS INCORPORATED, as a

                    Guarantor

                  
	 
      	 
      	 
      	 
      
	 
      	
                    By:

                  	
                    /s/ Robert J. Cicero

                  
	 
      	 
      	
                    Name:

                  	
                    Robert
      J. Cicero

                  
	 
      	 
      	
                    Title:

                  	
                    Vice
      President and Secretary

                  


          

        

      

      
         

        [Signature
Page]

      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      
        
          	 
      	
                  CROMPTON
      HOLDING CORPORATION, as a

                  Guarantor

                
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Robert J. Cicero

                
	 
      	 
      	
                  Name: 

                	
                  Robert
      J. Cicero

                
	 
      	 
      	
                  Title:

                	
                  Vice
      President and Secretary

                
	 
      	 
      	 
      	 
      
	 
      	
                  GLCC
      LAUREL, LLC, as a Guarantor

                
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Robert J. Cicero

                
	 
      	 
      	
                  Name:

                	
                  Robert
      J. Cicero

                
	 
      	 
      	
                  Title:

                	
                  Secretary

                
	 
      	 
      	 
      	 
      
	 
      	
                  GREAT
      LAKES CHEMICAL CORPORATION, as

                  a
      Guarantor

                
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Robert J. Cicero

                
	 
      	 
      	
                  Name:

                	
                  Robert
      J. Cicero

                
	 
      	 
      	
                  Title:

                	
                  Vice
      President and Secretary

                
	 
      	 
      	 
      	 
      
	 
      	
                  GREAT
      LAKES CHEMICAL GLOBAL, INC., as

                  a
      Guarantor

                
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Robert J. Cicero

                
	 
      	 
      	
                  Name:

                	
                  Robert
      J. Cicero

                
	 
      	 
      	
                  Title:

                	
                  Vice
      President and Secretary

                
	 
      	 
      	 
      	 
      
	 
      	
                  GT
      SEED TREATMENT, INC., as a Guarantor

                
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Robert J. Cicero

                
	 
      	 
      	
                  Name:

                	
                  Robert
      J. Cicero

                
	 
      	 
      	
                  Title:

                	
                  Secretary

                


        

      

       

      
        [Signature
Page]


          
            
               


            

            
              
              

              
                

              

            

            
               


            

          

        

      

      


      
        
          	 
      	
                  HOMECARE
      LABS, INC., as a Guarantor

                
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Robert J. Cicero

                
	 
      	 
      	
                  Name: 

                	
                  Robert
      J. Cicero

                
	 
      	 
      	
                  Title:

                	
                  Secretary

                
	 
      	 
      	 
      	 
      
	 
      	
                  LAUREL
      INDUSTRIES HOLDINGS, INC., as a

                  Guarantor

                
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Robert J. Cicero

                
	 
      	 
      	
                  Name:

                	
                  Robert
      J. Cicero

                
	 
      	 
      	
                  Title:

                	
                  Vice
      President and Secretary

                
	 
      	 
      	 
      	 
      
	 
      	
                  RECREATIONAL
      WATER PRODUCTS, INC., as

                  a
      Guarantor

                
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Robert J. Cicero

                
	 
      	 
      	
                  Name:

                	
                  Robert
      J. Cicero

                
	 
      	 
      	
                  Title:

                	
                  Secretary

                
	 
      	 
      	 
      	 
      
	 
      	
                  WEBER
      CITY ROAD LLC, as a Guarantor

                
	 
      	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Robert J. Cicero

                
	 
      	 
      	
                  Name:

                	
                  Robert
      J. Cicero

                
	 
      	 
      	
                  Title:

                	
                  Secretary

                


        

      

       

      
        [Signature
Page]

         

        
          
            
               


            

            
              
              

              
                

              

            

            
               


            

          

        

         

      

      Exhibit
A

      To
The

      Guaranty

       

      FORM
OF GUARANTY SUPPLEMENT

       

      _________
__, ____

       

      Bank of
America, N.A., as Administrative Agent

      [Address
of Administrative Agent]

       

      Attention:  _________

       

      Senior
Secured Term Facility Credit Agreement dated as of August 27, 2010 (as amended
by Amendment No. 1, dated as of September 27, 2010, and as further amended,
amended and restated, supplemented or otherwise modified from time to time, the
“Credit
Agreement”) among  Chemtura
Corporation, a Delaware corporation (the “Borrower”),
Bank of
America, N.A., as Administrative Agent, the other agents named therein,
and the
Lenders party thereto from time to time

       

      Ladies
and Gentlemen:

       

      Reference
is made to the above-captioned Credit Agreement and to the Guaranty referred to
therein (such Guaranty, as in effect on the date hereof and as it may hereafter
be amended, supplemented or otherwise modified from time to time, together with
this Guaranty Supplement, being the “Guaranty”).  The
capitalized terms defined in the Guaranty or in the Credit Agreement and not
otherwise defined herein are used herein as therein defined.

       

      Section
1.  Guaranty; Limitation of
Liability.  (a)  The
undersigned hereby absolutely, unconditionally and irrevocably guarantees the
punctual payment when due, whether at scheduled maturity or on any date of a
required prepayment or by acceleration, demand or otherwise, of all Obligations
(other than Excluded Obligations) of each other Loan Party or Subsidiary of a
Loan Party now or hereafter existing under or in respect of the Loan Documents,
Secured Hedge Agreements, Secured Cash Management Agreements and Secured
Specified Credit Agreements (including, without limitation, any extensions,
modifications, substitutions, amendments or renewals of any or all of the
foregoing Obligations), whether direct or indirect, absolute or contingent, and
whether for principal, interest, premium, fees, indemnities, contract causes of
action, costs, expenses or otherwise (such Obligations being the “Guaranteed
Obligations”), and agrees to pay any and all reasonable and documented
out-of-pocket expenses (including, without limitation, reasonable fees and
expenses of counsel) incurred by the Administrative Agent or any other Secured
Party in enforcing any rights under the Guaranty or this Guaranty
Supplement.  Without limiting the generality of the foregoing, the
undersigned’s liability shall extend to all amounts that constitute part of the
Guaranteed Obligations and would be owed by any other Loan Party or Subsidiary
of a Loan Party to the Administrative Agent or any other Secured Party under or
in respect of the Loan Documents, Secured Hedge Agreements, Secured Cash
Management Agreements and Secured Specified Credit Agreements but for the fact
that they are unenforceable or not allowable due to the existence of a
bankruptcy, reorganization or similar proceeding involving such other Loan Party
or Subsidiary.


      
        
           


        

        
          18

          
            

          

        

        
           


        

      

       

      (b)           The
undersigned, and by its acceptance of this Guaranty Supplement, the
Administrative Agent and each other Secured Party, hereby confirms that it is
the intention of all such Persons that this Guaranty Supplement, the Guaranty
and the Obligations of the undersigned hereunder and thereunder not constitute a
fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform
Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar
foreign, federal or state law to the extent applicable to this Guaranty
Supplement, the Guaranty and the Obligations of the undersigned hereunder and
thereunder.  To effectuate the foregoing intention, the Administrative
Agent, the other Secured Parties and the undersigned hereby irrevocably agree
that the Obligations of the undersigned under this Guaranty Supplement and the
Guaranty at any time shall be limited to the maximum amount as will result in
the Obligations of the undersigned under this Guaranty Supplement and the
Guaranty not constituting a fraudulent transfer or conveyance.

       

      (c)           The
undersigned hereby unconditionally and irrevocably agrees that in the event any
payment shall be required to be made to any Secured Party under this Guaranty
Supplement, the Guaranty or any other guaranty, the undersigned will contribute,
to the maximum extent permitted by applicable law, such amounts to each other
Guarantor and each other guarantor so as to maximize the aggregate amount paid
to the Secured Parties under or in respect of the Loan Documents, Secured Hedge
Agreements (other than Excluded Obligations thereunder), Secured Cash Management
Agreements (other than Excluded Obligations thereunder) and Secured Specified
Credit Agreements.

       

      Section
2.  Obligations Under the
Guaranty.  The
undersigned hereby agrees, as of the date first above written, to be bound as a
Guarantor by all of the terms and conditions of the Guaranty to the same extent
as each of the other Guarantors thereunder.  The undersigned further
agrees, as of the date first above written, that each reference in the
Subsidiary Guaranty to an “Additional Guarantor” or a “Guarantor” shall also
mean and be a reference to the undersigned, and each reference in any other Loan
Document, Secured Hedge Agreement, Secured Cash Management Agreement or Secured
Specified Credit Agreement to a “Guarantor” or a “Loan Party” shall also mean
and be a reference to the undersigned.

       

      Section
3.  Representations and
Warranties.  The
undersigned hereby makes each representation and warranty set forth in
Section 6 of the Guaranty with respect to itself to the same extent as each
other Guarantor made such representation with respect to itself.

       

      Section
4.  Electronic
Delivery.  Delivery
of an executed counterpart of a signature page to this Guaranty Supplement by
telecopier or by electronic transmission (e.g. “.pdf” or “.tif”) shall be
effective as delivery of an original executed counterpart of this Guaranty
Supplement.

       

      Section
5.  Governing Law; Jurisdiction;
Waiver of Jury Trial, Etc.  (a)  This
Guaranty Supplement shall be governed by, and construed in accordance with, the
laws of the State of New York.


      
        
           


        

        
          19

          
            

          

        

        
           


        

      


      (b)           The
undersigned hereby irrevocably and unconditionally submits, for itself and its
property, to the exclusive jurisdiction of the Bankruptcy Court and, if the
Bankruptcy Court does not have (or abstains from) jurisdiction, to the exclusive
jurisdiction of any New York State court or any federal court of the United
States of America sitting in New York City, and any appellate court from
any thereof, in any action or proceeding arising out of or relating to this
Guaranty Supplement, the Guaranty or any of the other Loan Documents, Secured
Hedge Agreements, Secured Cash Management Agreements or Secured Specified Credit
Agreements to which it is or is to be a party, or for recognition or enforcement
of any judgment, and the undersigned hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard
and determined in any such New York State court or, to the extent permitted by
law, in such federal court.  The undersigned agrees that a final
judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.

       

      (c)           The
undersigned irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection that it may now or hereafter have
to the laying of venue of any suit, action or proceeding arising out of or
relating to this Guaranty Supplement, the Guaranty or any of the other Loan
Documents, Secured Hedge Agreements, Secured Cash Management Agreements or
Secured Specified Credit Agreements to which it is or is to be a party in any
New York State or federal court.  The undersigned hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such suit, action or proceeding in any
such court.

       

      (d)           THE
UNDERSIGNED HEREBY IRREVOCABLY WAIVES 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 ANY OF THE LOAN DOCUMENTS, SECURED HEDGE
AGREEMENTS, SECURED CASH MANAGEMENT AGREEMENTS OR SECURED SPECIFIED CREDIT
AGREEMENTS, THE ADVANCES OR THE ACTIONS OF ANY SECURED PARTY IN THE NEGOTIATION,
ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

       

      
        
          
            	 
      	
                    Very
      truly yours,

                  
	 
      	 
      
	 
      	
                    [NAME
      OF ADDITIONAL GUARANTOR]

                  
	 	 
	 
      	
                    By 

                  	
                      

                  
	 
      	 
      	
                    Name:

                  
	 
      	 
      	
                    Title:

                  


          

        

      
 

      
        
           


        

        
          20