EXHIBIT
10.61


 


Supplemental Indenture


dated February 11, 2009


 


SUPPLEMENTAL INDENTURE


 


This Supplemental Indenture (the “Supplemental
Indenture”), dated as of February 11, 2009, among GLCC LAUREL, LLC,
BIOLAB COMPANY STORE, LLC and BIOLAB FRANCHISE COMPANY, LLC (each a “Guaranteeing
Subsidiary” and, together, the “Guaranteeing
Subsidiaries”), each an indirect subsidiary of Chemtura Corporation
(or its permitted successor), a Delaware corporation (the “Company”),
the Company, the other Guarantors (as defined in the Indenture referred to
herein) and Wells Fargo Bank, N.A., as trustee under the Indenture referred to
below (the “Trustee”).


 


W I T N E S S E T H


 


WHEREAS,
the Company has heretofore executed and delivered to the Trustee an Indenture,
dated as of April 24, 2006, (the “Indenture”), providing for the
issuance of 6.875% Notes due 2016 (the “Securities”);


 


WHEREAS,
the Indenture provides that under certain circumstances each Guaranteeing
Subsidiary shall execute and deliver to the Trustee a supplemental indenture
pursuant to which each Guaranteeing Subsidiary shall unconditionally guarantee
all of the Company’s obligations under the Securities and the Indenture on the
terms and conditions set forth herein and therein; and


 


WHEREAS,
pursuant to Section 901 of the Indenture, the Trustee is authorized to
execute and deliver this Supplemental Indenture.


 


NOW THEREFORE,
in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries
and the Trustee mutually covenant and agree for the equal and ratable benefit
of the Holders of the Securities as follows:


 


1.                                       CAPITALIZED TERMS.  Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.


 


2.                                       AGREEMENT TO GUARANTEE.  Each Guaranteeing Subsidiary hereby agrees to
provide an unconditional Guarantee on the terms and subject to the conditions
set forth in the Indenture, including but not limited to Article 15
thereof.


 


3.                                       NEW YORK LAW TO GOVERN.  THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


 


4.                                       COUNTERPARTS.  The parties may sign any number of copies of
this Supplemental Indenture.  Each signed
copy shall be an original, but all of them together represent the same
agreement.


 

















 


5.                                       EFFECT OF HEADINGS.  The Section headings herein are for
convenience only and shall not affect the construction hereof.


 


6.                                       THE TRUSTEE.  The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by each Guaranteeing Subsidiary and the
Company.


 


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IN WITNESS WHEREOF,
the parties hereto have caused this Supplemental Indenture to be duly executed
and attested, all as of the date first above written.


 


 


	
   

  	
  GLCC LAUREL, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Billie S. Flaherty

  
	
   

  	
   

  	
  Name: Billie S. Flaherty

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BIOLAB COMPANY STORE, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ James R. Sanislow

  
	
   

  	
   

  	
  Name: James R. Sanislow

  
	
   

  	
   

  	
  Title: Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BIOLAB FRANCHISE COMPANY, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James R. Sanislow

  
	
   

  	
   

  	
  Name: James R. Sanislow

  
	
   

  	
   

  	
  Title: Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CHEMTURA CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James R. Sanislow

  
	
   

  	
   

  	
  Name: James R. Sanislow

  
	
   

  	
   

  	
  Title: Assistant Secretary

  



 


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  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.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James R. Sanislow

  
	
   

  	
   

  	
  Name: James R. Sanislow

  
	
   

  	
   

  	
  Title: Secretary

  



 


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  WELLS FARGO BANK, N.A.,

  
	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lynn M. Steiner

  
	
   

  	
   

  	
  Authorized Signatory

  



 


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