Exhibit 10.2


AMENDMENT NO. 1 TO THE

CREDIT AGREEMENT


 


Dated as of April     , 2009


 


AMENDMENT NO. 1 TO THE 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 Senior Secured Superpriority
Debtor-in-Possession Credit Agreement dated as of March 18, 2009 (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 conditions precedent
set forth in Section 2 of this Amendment, hereby amended as follows:


 


(a)          The definition of “Specified Interest Accrual Period”
contained in Section 1.01 of the Credit Agreement is hereby amended by
adding the following proviso at the end of such definition:


 


“; provided that
no Specified Interest Accrual Period shall commence or end after April 28,
2009 and any Specified Interest Accrual Period in effect as of April 28,
2009 shall be deemed to end on April 28, 2009.”


 


(b)         Section 5.02(g)(xii) of the Credit Agreement is hereby
amended by replacing “$7,500,000” therein with “$40,000,000”.


 


(c)          Section 5.04(b) of the Credit Agreement is hereby
amended in full to read as follows:


 


“(b)                           Minimum Availability. 
Not permit Availability to be less than (i) $25,000,000 on any day
that occurs after the Final Term Advance Date but on or before June 30,
2009 and (ii) $30,000,000 on any day after June 30, 2009.”


 

















 


SECTION 2.                                Conditions to Effectiveness.


 


(a)          This Amendment (other than Section 1(c) hereof)
shall become effective as of the date first above written when, and only when
the Administrative Agent shall have received, each dated as of the date hereof
and in form and substance reasonably satisfactory to the Administrative Agent
counterparts of this Amendment executed by the Borrower, each Guarantor and the
Required Lenders or, as to any such Lenders, advice satisfactory to the
Administrative Agent that such Lender has executed this Amendment.


 


(b)         Section 1(c) hereof shall become effective as of
the date first above written when, and only when the Administrative Agent shall
have received, each dated as of the date hereof and in form and substance
reasonably satisfactory to the Administrative Agent counterparts of this
Amendment executed by the Borrower, each Guarantor and the Supermajority
Lenders or, as to any such Lenders, advice satisfactory to the Administrative
Agent that such Lender has executed this Amendment.


 


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


 


SECTION 3.                                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 and 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.


 


SECTION 4.                                Costs and Expenses.  The Borrower
agrees to pay on 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 5.                                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.


 


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SECTION 6.                                Governing Law.  This Amendment
shall be governed by, and construed in accordance with, the laws of the State
of New York.


 


 


[Remainder of
Page Intentionally Left 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:

  



 

















 


	
   

  	
  BIOLAB COMPANY
  STORE, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BIOLAB FRANCHISE
  COMPANY, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GLCC LAUREL, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


	
  Accepted and agreed:

  
	
   

  
	
   

  
	
  CITIBANK, N.A.,

  
	
  as Administrative Agent and as a Lender

  



 


 


	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 

















 


Accepted and agreed:


 


                                                  ,

as a Lender


 


 


	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title: