Unassociated Document


     

    AMENDMENT
      NO. 6 TO THE

    CREDIT
      AGREEMENT

     

    Dated
      as
      of February 27, 2007

     

    AMENDMENT
      NO. 6 TO THE CREDIT AGREEMENT
      among
      Chemtura Corporation, a Delaware corporation (the “Company”),
      the
      guarantors parties thereto (the “Guarantors”),
      the
      banks, financial institutions and other institutional lenders parties to the
      Credit Agreement referred to below (collectively, the “Lenders”)
      and
      Citibank, N.A., as agent (the “Agent”)
      for
      the Lenders.

     

    PRELIMINARY
      STATEMENTS:

     

    (1) The
      Company, the Guarantors, the Lenders and the Agent have entered into a Credit
      Agreement dated as of July 1, 2005, as amended and restated by Amendment No.
      1
      dated as of December 12, 2005 and further amended by Amendment No. 2 dated
      as of
      December 31, 2005, Amendment No. 3 dated as of December 31, 2005, Amendment
      No.
      4 dated as of May 9, 2006, Amendment No. 5 dated as of December 14, 2006 and
      the
      Letter Waiver dated as of March 16, 2006 (as so amended, the “Credit
      Agreement”).
      Capitalized terms not otherwise defined in this Amendment have the same meanings
      as specified in the Credit Agreement.

     

    (2) The
      Company, the Guarantors and the Required Lenders have agreed to amend the Credit
      Agreement as hereinafter set forth.

     

    (3) The
      Required Lenders are, on the terms and conditions stated below, willing to
      grant
      the request of the Company and the Company, the Guarantors and the Required
      Lenders have agreed to amend the Credit Agreement as hereinafter set
      forth.

     

    SECTION
      1.  Amendments
      to 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, hereby
      amended as follows:

     

    (a) Section
      5.03(a) is amended by deleting the table and substituting therefor the
      following:

     

    
      	
              Quarter

              Ending
                On

            	
               

              Ratio

            
	
               June
                30, 2005

            	
              4.00
                : 1.00

            
	
               September
                30, 2005

            	
              4.00
                : 1.00

            
	
               December
                31, 2005

            	
              3.25
                : 1.00

            
	
               March
                31, 2006

            	
              3.25
                : 1.00

            
	
               June
                30, 2006

            	
              3.25
                : 1.00

            
	
               September
                30, 2006

            	
              3.25
                : 1.00 

            
	
               December
                31, 2006 

            	
              3.00
                : 1.00

            
	
               March
                31, 2007

            	
              3.70
                :1.00

            
	
               June
                30, 2007

            	
              3.70
                :1.00

            
	
               September
                30, 2007

            	
              3.50
                :1.00

            
	
               December
                31, 2007 and thereafter

            	
              3.00
                :1.00

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) Section
      5.03(b) is amended by deleting the table and substituting therefor the
      following:

     

    
      	
              Quarter

              Ending
                On

            	
               

              Ratio

            
	
               June
                30, 2005

            	
              3.75
                : 1.00

            
	
               September
                30, 2005

            	
              3.75
                : 1.00

            
	
               December
                31, 2005

            	
              4.00
                : 1.00

            
	
               March
                31, 2006

            	
              4.00
                : 1.00

            
	
               June
                30, 2006

            	
              4.00
                : 1.00

            
	
               September
                30, 2006

            	
              4.00
                : 1.00

            
	
               December
                31, 2006 

            	
              4.00
                : 1.00

            
	
               March
                31, 2007 

            	
              3.80
                : 1.00

            
	
               June
                30, 2007

            	
              4.00
                : 1.00

            
	
               September
                30, 2007 

            	
              4.25
                : 1.00

            
	
               December
                31, 2007 and thereafter

            	
              4.50
                : 1.00

            


    

    


     

    ;
      provided
      that, if
      on any date prior to June 30, 2007, the Company shall sell the Purchased Assets
      (as such term is defined in the Asset
      Purchase and Sale Agreement by and among the Company, various subsidiaries
      of
      the Company and Lion Copolymer, LLC, dated as of February 3, 2007, which is
      an
      exhibit to
      the
      Company’s Form 8-K filed on February 5, 2007) to any person other than a wholly
      owned subsidiary of the Company, this Agreement shall, effective as of such
      date
      and without any further action by the parties to this Agreement, be amended
      as
      follows:

     

    (i) Section
      5.03(a) is amended by deleting the ratio “3.50 : 1.00” opposite the date
      September 30, 2007 in the table and substituting therefor the ratio “3.00 :
      1.00”; and

     

    (ii) Section
      5.03(b) is amended by deleting the ratio “4.25 : 1.00” opposite the date
      September 30, 2007 in the table and substituting therefor the ratio “4.50 :
      1.00”.

     

    SECTION
      2.  Conditions
      of Effectiveness.
      This
      Amendment shall become effective as of the date first above written when, and
      only when, the Agent shall have received counterparts of this Amendment executed
      by the Company, each Guarantor and the Required Lenders or, as to any of the
      Lenders, advice satisfactory to the Agent that such Lender has executed this
      Amendment and the Company shall have paid to the Agent a fee for the account
      of
      each Lender that has executed this Amendment before 5:00 p.m. (New York time)
      on
      February 27, 2007, (each, an “Approving Lender”) in an amount equal to 0.10% of
      the aggregate Revolving Credit Commitments of the Approving Lenders. This
      Amendment is subject to the provisions of Section 9.01 of the Credit
      Agreement.

     

    SECTION
      3.  Representations
      and Warranties of the Company.
      The
      Company represents and warrants as follows:

     

    (a)  Each
      Loan
      Party and each of its Subsidiaries (i) is a corporation, limited liability
      company, limited partnership, unlimited liability company or other legal entity
      duly organized, validly existing and in good standing (or its equivalent) under
      the laws of the jurisdiction of its incorporation or formation, except where
      the
      failure to be so duly organized, validly existing or in good standing in the
      case of a Subsidiary organized outside of the United States has not had, or
      could not reasonably be expected to have, a Material Adverse Effect, (ii) is
      duly qualified and in good standing as a foreign corporation or company in
      each
      other jurisdiction in which it owns or leases property or in which the conduct
      of its business requires it to so qualify or be licensed except where the
      failure to so qualify or be licensed would not be reasonably likely to have
      a
      Material Adverse Effect, and (iii) has all requisite corporate, limited
      liability company, partnership, unlimited liability company or other
      organizational (as applicable) power and authority and has all applicable
      governmental authorizations to own or lease and operate its properties and
      to
      carry on its business.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    (b)  The
      execution, delivery and performance by the Company of this Amendment and the
      Credit Agreement, as amended hereby, are within the Company’s corporate powers,
      have been duly authorized by all necessary corporate action, and do not (i)
      contravene the Company’s charter or bylaws, (ii) violate any law, rule,
      regulation (including, without limitation, Regulation X of the Board of
      Governors of the Federal Reserve System), order, writ, judgment, injunction,
      decree, determination or award applicable to the Company, (iii) conflict with
      or
      result in the breach of, or constitute a default or require any payment to
      be
      made under, any contract, loan agreement, indenture, mortgage, deed of trust,
      lease or other instrument binding on or affecting the Company, any of its
      Subsidiaries or any of their properties or (iv) except for the Liens created
      under the Loan Documents, result in or require the creation or imposition of
      any
      Lien upon or with respect to any of the properties of the Company or any of
      its
      Subsidiaries. Neither the Company nor any of its Subsidiaries is in violation
      of
      any such law, rule, regulation, order, writ, judgment, injunction, decree,
      determination or award or in breach of any such contract, loan agreement,
      indenture, mortgage, deed of trust, lease or other instrument, the violation
      or
      breach of which would be reasonably likely to have a Material Adverse
      Effect.

     

    (c)  No
      authorization or approval or other action by, and no notice to or filing with,
      any governmental authority or regulatory body or any other third party is
      required for the due execution, delivery and performance by the Company of
      this
      Amendment and the Credit Agreement, as amended hereby, except for those
      authorizations, approvals, actions, notices and filings which have been duly
      obtained, taken, given, waived or made and are in full force and
      effect.

     

    (d)  This
      Amendment has been duly executed and delivered by each Loan Party. This
      Amendment and the Credit Agreement, as amended hereby, are the legal, valid
      and
      binding obligation of the Company, enforceable against each Loan Party in
      accordance with their terms, except to the extent that such enforcement may
      be
      limited by applicable bankruptcy, insolvency, reorganization, moratorium or
      similar laws affecting creditors rights generally and by equitable principles
      (regardless of whether enforcement is sought in equity or at law).

     

    (e)  There
      is
      no action, suit, investigation, litigation or proceeding affecting any Loan
      Party or any of its Subsidiaries, including any Environmental Action, pending
      or
      threatened before any court, governmental agency or arbitrator that (i) would
      be
      reasonably likely to have a Material Adverse Effect (other than the Disclosed
      Litigation) or (ii) purports to affect the legality, validity or enforceability
      of this Amendment or the Credit Agreement, as amended hereby, and there has
      been
      no material adverse change in the status, or financial effect on any Loan Party
      or any of its Subsidiaries, of the Disclosed Litigation.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    (f) No
      Default has occurred and is continuing.

     

    SECTION
      4.  Reference
      to and Effect on the Credit Agreement and the Notes.
      (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 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 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
      5.  Costs
      and Expenses.
      The
      Company agrees to pay on demand all costs and expenses of the 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 (including, without limitation, the
      reasonable fees and expenses of counsel for the Agent) in accordance with the
      terms of Section 9.04 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.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    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.

              
	 	
                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. 

              
	 	
                CHEMTURA
                  CORPORATION

              
	 	 
	 	
                By:_______________________

              
	 	
                Name:
                  Eric Wisnefsky 

              
	 	
                Title:
                  Treasurer

              
	 	 
	 	
                ENENCO,
                  INCORPORATED

              
	 	 
	 	
                By:_______________________

              
	 	
                Name:
                  Barry J. Shainman 

              
	 	
                Title:
                  Secretary

              


      

    

    
       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    
      	 
	
              Accepted
                and agreed:

               

              CITIBANK,
                N.A.,

              as
                Agent and as a Lender

               

              By:
                ___________________    

              Name:

              Title:

            
	
              BANK
                OF AMERICA, N.A.

               

              By:
                ___________________    

              Name:

              Title:

            
	
              ABN
                AMRO BANK N.V.

               

              By:
                ___________________

              Name:

              Title:

               

              By:
                ___________________

              Name:

              Title:

               

            
	
              CREDIT
                SUISSE, CAYMAN ISLANDS 

              BRANCH

               

              By:
                ___________________    

              Name:

              Title:

               

              By:
                ___________________

              Name:

              Title:

               

            
	
              MORGAN
                STANLEY BANK, as a 

              Lender

               

              By:
                ___________________

              Name:

              Title:

            


    

     

    
       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              THE
                ROYAL BANK OF SCOTLAND 

              PLC,
                as a Lender

               

              By:
                ___________________     

              Name:

              Title:

               

            
	
              WACHOVIA
                BANK, NATIONAL 

              ASSOCIATION

               

              By:
                ___________________    

              Name:

              Title:

               

            
	
              CALYON
                NEW YORK BRANCH

               

              By:
                ___________________    

              Name:

              Title:

               

            
	
              DEUTSCHE
                BANK AG NEW YORK 

              BRANCH

               

              By:
                ___________________   

              Name:

              Title:

               

              By:
                ___________________   

              Name:

              Title:

               

            
	
              ING
                CAPITAL LLC

               

              By:
                ___________________    

              Name:

              Title:

               

            
	
              SUMITOMO
                MITSUI BANKING 

              CORP.,
                NEW YORK

               

              By:
                ___________________  

              Name:

              Title:

            


    

    

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              BANCA
                INTESA S.P.A. NEW YORK 

              BRANCH

               

              By:
                ___________________   

              Name:

              Title:

               

              By:
                ___________________    

              Name:

              Title:

               

            
	
              BANCA
                NAZIONALE DEL LAVOR SPA, 

              NEW
                YORK BRANCH

               

              By:
                ___________________    

              Name:

              Title:

               

            
	
              BANK
                OF TOKYO-MITSUBISHI UFJ 

              TRUST
                COMPANY, f.k.a. BANK OF 

              TOKYO-MITSUBISHI
                TRUST 

              COMPANY

               

              By:
                ___________________   

              Name:

              Title:

               

            
	
              COMMERZBANK
                AG, NEW YORK 

              AND
                GRAND CAYMAN BRANCHES

               

              By:
                ___________________    

              Name:

              Title:

               

              By:
                ___________________   

              Name:

              Title: