RECEIVABLES
SALE AGREEMENT

     

    Dated as
of January 23, 2009

     

    among

     

    CHEMTURA
CORPORATION,

     

    GREAT
LAKES CHEMICAL CORPORATION

     

    GLCC
LAUREL, LLC

     

    BIOLAB,
INC.

     

    as
Sellers

     

      
        

      

    

    
      


    

    CHEMTURA
RECEIVABLES LLC,

     

    as the
Buyer

     

    
      

    

    
      


    

    CHEMTURA
CORPORATION,

     

    as the
Buyer’s Servicer

     

    
      
        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            	 
      	 
      	 
      	 
      	
                                                                                    Page

                                                                                  
	 	 	 	 	 
	
                                                                                    

                                                                                      ARTICLE I

                                                                                    

                                                                                  	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                                                                    DEFINITIONS

                                                                                  	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                                                                    

                                                                                      SECTION 1.01

                                                                                    

                                                                                  	 
      	
                                                                                    Certain
      Defined Terms

                                                                                  	 
      	
                                                                                    1

                                                                                  
	
                                                                                    SECTION 1.02

                                                                                  	 
      	
                                                                                    Other
      Terms

                                                                                  	 
      	
                                                                                    4

                                                                                  
	
                                                                                    SECTION 1.03

                                                                                  	 
      	
                                                                                    Computation
      of Time Periods

                                                                                  	 
      	
                                                                                    4

                                                                                  
	
                                                                                    ARTICLE II

                                                                                  	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                                                                    SALE
      AND PURCHASE OF RECEIVABLE ASSETS

                                                                                  	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                                                                    SECTION 2.01

                                                                                  	 
      	
                                                                                    Sale
      and Purchase of Seller Receivable Assets

                                                                                  	 
      	
                                                                                    4

                                                                                  
	
                                                                                    SECTION 2.02

                                                                                  	 
      	
                                                                                    Payment
      for Purchases

                                                                                  	 
      	
                                                                                    6

                                                                                  
	
                                                                                    SECTION 2.03

                                                                                  	 
      	
                                                                                    General
      Settlement Procedures

                                                                                  	 
      	
                                                                                    6

                                                                                  
	
                                                                                    SECTION 2.04

                                                                                  	 
      	
                                                                                    Payments
      and Computations, Etc.

                                                                                  	 
      	
                                                                                    7

                                                                                  
	
                                                                                    SECTION 2.05

                                                                                  	 
      	
                                                                                    Buyer’s
      Servicer Fee

                                                                                  	 
      	
                                                                                    8

                                                                                  
	 
      	 
      	 
      	 
      	 
      
	
                                                                                    ARTICLE III

                                                                                  	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                                                                    REPRESENTATIONS
      AND WARRANTIES

                                                                                  	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                                                                    SECTION 3.01

                                                                                  	 
      	
                                                                                    Representations
      and Warranties of Each Seller

                                                                                  	 
      	
                                                                                    8

                                                                                  
	 
      	 
      	 
      	 
      	 
      
	
                                                                                    ARTICLE IV

                                                                                  	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                                                                    GENERAL
      COVENANTS OF EACH SELLER

                                                                                  	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                                                                    SECTION 4.01

                                                                                  	 
      	
                                                                                    Affirmative
      Covenants of Each Seller

                                                                                  	 
      	
                                                                                    12

                                                                                  
	
                                                                                    SECTION 4.02

                                                                                  	 
      	
                                                                                    Negative
      Covenants of Each Seller

                                                                                  	 
      	
                                                                                    18

                                                                                  
	 	 	 	 	 
	
                                                                                    ARTICLE V

                                                                                  	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                                                                    ADMINISTRATION
      AND COLLECTION

                                                                                  	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                                                                    SECTION 5.01

                                                                                  	 
      	
                                                                                    Designation
      of Buyer’s Servicer

                                                                                  	 
      	
                                                                                    19

                                                                                  
	
                                                                                    SECTION 5.02

                                                                                  	 
      	
                                                                                    Rights
      of the Buyer and the Agent

                                                                                  	 
      	
                                                                                    20

                                                                                  
	
                                                                                    SECTION 5.03

                                                                                  	 
      	
                                                                                    Responsibilities
      of the Sellers

                                                                                  	 
      	
                                                                                    21

                                                                                  
	
                                                                                    SECTION 5.04

                                                                                  	
                                                                                      

                                                                                  	
                                                                                    Further
      Actions Evidencing Purchases

                                                                                  	
                                                                                      

                                                                                  	
                                                                                    21

                                                                                  


                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
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                                                        ARTICLE VI

                                                      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                                        INDEMNIFICATION

                                                      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                                        SECTION 6.01

                                                      	 
      	
                                                        Indemnities
      by the Sellers

                                                      	 
      	
                                                        22

                                                      
	 
      	 
      	 
      	 
      	 
      
	
                                                        ARTICLE VII

                                                      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                                        ADDITION
      AND TERMINATION OF SELLERS

                                                      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                                        SECTION 7.01

                                                      	 
      	
                                                        Addition
      of Sellers

                                                      	 
      	
                                                        24

                                                      
	
                                                        SECTION 7.02

                                                      	 
      	
                                                        Conditions
      Precedent to the Addition of a Seller

                                                      	 
      	
                                                        24

                                                      
	
                                                        SECTION 7.03

                                                      	 
      	
                                                        Termination
      of a Seller

                                                      	 
      	
                                                        26

                                                      
	 
      	 
      	 
      	 
      	 
      
	
                                                        ARTICLE VIII

                                                      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                                        MISCELLANEOUS

                                                      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                                                        SECTION 8.01

                                                      	 
      	
                                                        Amendments,
      Etc.

                                                      	 
      	
                                                        27

                                                      
	
                                                        SECTION 8.02

                                                      	 
      	
                                                        Notices,
      Etc.

                                                      	 
      	
                                                        27

                                                      
	
                                                        SECTION 8.03

                                                      	 
      	
                                                        Binding
      Effect; Assignability

                                                      	 
      	
                                                        28

                                                      
	
                                                        SECTION 8.04

                                                      	 
      	
                                                        Costs,
      Expenses and Taxes

                                                      	 
      	
                                                        28

                                                      
	
                                                        SECTION 8.05

                                                      	 
      	
                                                        Non-Business
      Days

                                                      	 
      	
                                                        29

                                                      
	
                                                        SECTION 8.06

                                                      	 
      	
                                                        Confidentiality

                                                      	 
      	
                                                        29

                                                      
	
                                                        SECTION 8.07

                                                      	 
      	
                                                        Governing
      Law

                                                      	 
      	
                                                        29

                                                      
	
                                                        SECTION 8.08

                                                      	 
      	
                                                        Consent
      to Jurisdiction

                                                      	 
      	
                                                        29

                                                      
	
                                                        SECTION 8.09

                                                      	 
      	
                                                        Execution
      in Counterparts

                                                      	 
      	
                                                        30

                                                      
	
                                                        SECTION 8.10

                                                      	 
      	
                                                        Intent
      of the Parties, Etc.

                                                      	 
      	
                                                        30

                                                      
	
                                                        SECTION 8.11

                                                      	 
      	
                                                        Entire
      Agreement

                                                      	 
      	
                                                        30

                                                      
	
                                                        SECTION 8.12

                                                      	 
      	
                                                        Severability
      of Provisions

                                                      	 
      	
                                                        30

                                                      
	
                                                        SECTION 8.13

                                                      	 
      	
                                                        Waiver
      of Jury Trial

                                                      	 
      	
                                                        31

                                                      
	
                                                        SECTION 8.14

                                                      	
                                                          

                                                      	
                                                        No
      Proceedings

                                                      	
                                                          

                                                      	
                                                        31

                                                      


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
          
            
              	
                      EXHIBITS

                    	 
      	 
      
	 	 	 
	
                      EXHIBIT
      A

                    	 
      	
                      Form
      of Receivables Activity Report

                    
	
                      EXHIBIT
      B

                    	 
      	
                      Form
      of Subordinated Note

                    
	
                      EXHIBIT
      C

                    	 
      	
                      Form
      of Additional Seller Supplement

                    
	 	 	 
	
                      SCHEDULES

                    	 
      	 
      
	 	 	 
	
                      SCHEDULE I

                    	 
      	
                      Lock-Box
      Banks and Lock-Box Accounts; Deposit Banks and Deposit
      Accounts

                    
	
                      SCHEDULE II

                    	 
      	
                      Description
      of Credit and Collection Policy

                    
	
                      SCHEDULE III

                    	
                        

                    	
                      Jurisdiction
      of Incorporation, Organizational Identification Number, and Location of
      Principal Place of Business, Chief Executive Office and Office Where
      Records are
Kept

                    


            

          

        

      

    

    



    
      
         


      

      
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                SCHEDULE IV

              	
                  

              	
                Trade
      or other names for
Sellers

              


      

    


    
      
         


      

      
        iii

        
          

        

      

      
         


      

    


    RECEIVABLES
SALE AGREEMENT

     

    RECEIVABLES
SALE AGREEMENT dated as of January 23, 2009 (this “Agreement”) among
CHEMTURA CORPORATION, a Delaware corporation (“Chemtura”), GREAT
LAKES CHEMICAL CORPORATION, a Delaware corporation (“Great Lakes”), GLCC
LAUREL, LLC, a Delaware limited liability company (“GLCC Laurel”),
BIOLAB, INC., a Delaware corporation (“Biolab”), such other
wholly owned subsidiaries of Chemtura as approved from time to time by the Buyer
and the Agent pursuant to Section 7.01, as sellers (together with Chemtura,
Great Lakes, GLCC Laurel and Biolab, the “Sellers”, and each a
“Seller”),
CHEMTURA RECEIVABLES LLC, a Delaware limited liability company, as Buyer (the
“Buyer”), and
Chemtura, as the Buyer’s Servicer.

     

    PRELIMINARY
STATEMENTS:

     

    (1)   Each
Seller in the ordinary course of business generates, and will generate from time
to time, Receivables (as defined in the Receivables Purchase Agreement, as
defined below) from time to time owing to it.

     

    (2)   Each
Seller wishes to sell to the Buyer from time to time hereunder all present and
future Receivables (each such Receivable being a “Seller Receivable”),
together with the Related Security and Collections (as hereinafter defined) with
respect thereto.

     

    (3)   The Buyer
wishes concurrently to sell interests, to the extent of the Receivable Interests
(as defined in the Receivables Purchase Agreement referred to below) sold from
time to time by it to the Purchasers (as defined in the Receivables Purchase
Agreement referred to below), in each of the present and future Seller
Receivables, together with the Related Security and Collections with respect
thereto, pursuant to the Receivables Purchase Agreement dated as of January 23,
2009 (the “Receivables
Purchase Agreement”) among the Buyer, Chemtura, as the Servicer
thereunder, the Purchasers party thereto, and Citicorp USA, Inc., as agent (the
“Agent”).

     

    NOW,
THEREFORE, in consideration of the premises, the parties hereto agree as
follows:

     

    ARTICLE I

    


    DEFINITIONS

     

    SECTION 1.01  Certain Defined
Terms.

     

    Terms
defined in the Receivables Purchase Agreement and not otherwise defined herein
are used in this Agreement as defined in the Receivables Purchase
Agreement.  In addition, as used in this Agreement and unless
otherwise stated herein, the following terms shall have the following
meanings:

     

    “Agent” has the
meaning specified in Preliminary Statement (3).

     

    “Buyer’s Servicer” has
the meaning specified in Section 5.01.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    “Buyer’s Servicer Fee”
has the meaning specified in Section 2.05.

     

    “Collections” means,
with respect to any Seller Receivable, all cash collections and other cash
proceeds of such Seller Receivable, including (i) all cash proceeds of the
Related Security with respect to such Seller Receivable and (ii) any
amounts in respect of such Seller Receivable deemed to have been received, and
actually paid, pursuant to Section 2.03(a).

     

    “Contract” means an
agreement between any Seller and an Obligor, in any written form acceptable to
such Seller, or, in the case of any open account agreement, as evidenced by an
invoice (x) setting forth the amount payable, the payment due date and
other relevant terms of payment and a description, in reasonable detail, of the
goods or services covered thereby or (y) otherwise approved by the Agent in
its discretion from time to time (which approval shall not be unreasonably
withheld), in each case pursuant to or under which such Obligor shall be
obligated to pay for goods or services from time to time.

     

    “Credit and Collection
Policy” means those credit and collection policies and practices in
effect on the date hereof relating to Contracts and Seller Receivables and
described in Schedule II hereto, as modified from time to time in
compliance with Section 4.02(b).

     

    “Indemnified Amounts”
has the meaning specified in Section 6.01.

     

    “Indemnified Party”
means any or all of the Buyer, the Agent, the Arranger, each Purchaser and each
of their respective Affiliates and successors and assigns, and each of the
directors, officers, employees, agents, representatives, attorneys, consultants
and advisors of or to any of the foregoing.

     

    “Material Adverse
Change” means (a) a material adverse change in the business,
conditions (financial or otherwise), operations, performance, properties,
contingent liabilities, material agreements or prospects of any Seller or the
Buyer since December 31, 2007 (other than any material adverse change disclosed
by Chemtura to the lenders party to the Senior Credit Agreement in the
powerpoint presentation dated December 17, 2008), (b) a material adverse
change in the ability of any Seller or the Buyer to perform any of their
obligations under the Transaction Documents, (c) material impairment of the
collectibility of the Seller Receivables generally or of any material portion of
the Seller Receivables or the ability of the Buyer’s Servicer (if the Buyer’s
Servicer is Chemtura or an Affiliate of Chemtura) to collect Seller Receivables
or (d) a material adverse change in the ability of the Agent or the
Purchasers to enforce the Transaction Documents.

     

    “Material Adverse
Effect” means an effect that results in a Material Adverse
Change.

     

    “Other Taxes” has the
meaning specified in Section 8.04(b).

     

    “Purchase Price” has
the meaning specified in Section 2.01(d).

     

    “Receivable Assets”
means, at any time, all Seller Receivables sold or contributed to the Buyer
hereunder, the Related Security relating to such Seller Receivables, all
Collections with respect to such Seller Receivables, and all proceeds of the
foregoing.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    “Receivables Activity
Report” means a report prepared by the Seller, in substantially the form
attached hereto as Exhibit A, pursuant to
Section 2.03(c).

     

    “Receivables Purchase
Agreement” has the meaning specified in Preliminary Statement
(3).

     

    “Related Security”
means with respect to any Seller Receivable:

     

    (i)   all of
the applicable Seller’s right, title and interest in, under and to all security
agreements and other Contracts and other agreements that relate to such Seller
Receivable;

     

    (ii)   all of
the applicable Seller’s interest in the goods (including returned goods), if
any, relating to the sale which gave rise to such Seller
Receivable;

     

    (iii)   all other
security interests or liens and property subject thereto from time to time
purporting to secure payment of such Seller Receivable, whether pursuant to the
Contract related to such Seller Receivable or otherwise, together with all
financing statements signed or authenticated by an Obligor describing any
collateral securing such Seller Receivable;

     

    (iv)   all
rights in respect of lock-boxes and accounts to which Collections are sent or
deposited, and all funds and investments therein;

     

    (v)   all
letter of credit rights, guaranties, insurance and other agreements or
arrangements of whatever character from time to time supporting or securing
payment of such Seller Receivables whether pursuant to the Contract related to
such Seller Receivable or otherwise;

     

    (vi)   all
Records relating to such Seller Receivable (subject, in the case of Records
consisting of computer programs, data processing software and other intellectual
property under license from third parties, to restrictions imposed by such
license on the sublicensing or transfer thereof); and

     

    (vii)   all
proceeds of any and all of the foregoing.

     

    “Seller Receivable”
has the meaning specified in Preliminary Statement (2).

     

    “Subordinated Note”
means a subordinated promissory note, in substantially the form of
Exhibit B hereto, executed by the Buyer to the order of any
Seller.

     

    “Termination Date”
means the Termination Date under and as defined in the Receivables Purchase
Agreement.

     

    “Transaction
Documents” means this Agreement, the Receivables Purchase Agreement, each
Subordinated Note, the Lock-Box Agreements, the Account Control Agreements, the
Fee Letter, and each instrument, agreement or document executed by a Seller, the
Buyer or the Buyer’s Servicer and delivered in connection with or pursuant to
any of the foregoing.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


     

    “Transaction Party”
means each Seller, the Buyer and the Buyer’s Servicer.

     

    SECTION 1.02  Other
Terms.

     

    (a)   Except as
otherwise expressly provided herein, all terms of an accounting or financial
nature shall be construed in accordance with GAAP, as in effect from time to
time; provided that if
any Transaction Party notifies the Agent that it requests an amendment to any
provision hereof to eliminate the effect of any change occurring after the date
hereof in GAAP or in the application thereof on the operation of such provision
(or if the Agent notifies the Transaction Parties that the Required Purchasers
request an amendment to any provision hereof for such purpose), then such
provision shall be interpreted on the basis of GAAP as in effect and applied
immediately before such change shall have become effective until such notice
shall have been withdrawn or such provision amended in accordance
herewith.

     

    (b)   Except
where the context requires otherwise, the definitions in Section 1.01 shall
apply equally to the singular and plural forms of the terms
defined.  Whenever the context may require, any pronoun shall include
the corresponding masculine, feminine and neuter forms.  The words
“include”,
“includes” and
“including”
shall be deemed to be followed by the phrase “without
limitation”.  Unless otherwise stated, references to Sections,
Articles, Schedules and Exhibits made herein are to Sections, Articles,
Schedules or Exhibits, as the case may be, of this Agreement.  “Writing”, “written” and
comparable terms refer to printing, typing and other means of reproducing words
in a visible form.  References to any agreement or contract are to
such agreement or contract as amended, modified or supplemented from time to
time in accordance with the terms hereof and thereof.  References to
any Person include the successors and permitted assigns of such
Person.

     

    (c)   All terms
used in Article 9 in the UCC in the State of New York and not specifically
defined herein are used herein as defined in such Article 9.

     

    SECTION 1.03  Computation of Time
Periods.

     

    Unless
otherwise stated in this Agreement, in the computation of a period of time from
a specified date to a later specified date, the word “from” means “from and including,”
each of the words “to” and “until” means “to but excluding” and
the word “through” means “through and
including.”

     

    ARTICLE II

     

    SALE
AND PURCHASE OF RECEIVABLE ASSETS

     

    SECTION 2.01  Sale and Purchase of Seller
Receivable Assets.

     

    (a)   On the
terms and conditions hereinafter set forth, the Buyer hereby purchases from each
Seller, and each Seller hereby sells to the Buyer, all Seller Receivables of
such Seller existing as of the opening of business on the Closing Date or the
initial purchase date for such Seller, as applicable, together with all Related
Security relating to such Seller Receivables and all Collections with respect
to, and other proceeds of, such Seller Receivables.  On each Business
Day after the Closing Date until the occurrence of the Termination Date, the
Buyer hereby purchases from each Seller, and each Seller hereby sells to the
Buyer, all Seller Receivables existing as of the close of business on the
immediately preceding Business Day which have not been previously purchased
hereunder, together with all Related Security relating to such Seller
Receivables and all Collections with respect to, and other proceeds of, such
Seller Receivables.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (b)   It is the
intention of the parties hereto that each purchase by the Buyer, and each sale
by a Seller, of Receivable Assets to be made hereunder shall be absolute and
irrevocable and will provide the Buyer with the full risks and benefits of
ownership of such Receivable Assets so purchased and shall constitute a “sale of
accounts,” as such term is used in Article 9 of the UCC, and not a loan
secured by such Receivable Assets.  If, notwithstanding such
intention, the conveyance of the Receivable Assets from a Seller to the Buyer
shall ever be recharacterized as a secured loan and not as a sale, it is the
intention of the parties hereto that this Agreement shall constitute a security
agreement under applicable law, and that such Seller shall be deemed to have
granted to the Buyer a duly perfected first priority security interest in all of
such Seller’s right, title and interest in, to and under the Seller Receivables,
the Related Security relating to such Seller Receivables, all Collections with
respect to such Seller Receivables, and all proceeds of the foregoing, free and
clear of any Liens, to secure loans deemed to have been made by the Buyer to
such Seller.  Each sale of Receivable Assets by a Seller to the Buyer
is made without recourse; provided, however, that
(i) each Seller shall be liable to the Buyer for all representations,
warranties and covenants made by such Seller hereunder and (ii) such sale
does not constitute and is not intended to result in an assumption by the Buyer
or any assignee thereof of any obligation of such Seller or any other Person
arising in connection with the Seller Receivables, the Related Security and the
related Contracts, or any other obligations of such Seller.  In view
of the intention of the parties hereto that the purchases and transfers of
Receivable Assets to be made hereunder shall constitute a sale of such
Receivable Assets rather than a loan secured by such Receivable Assets, each
Seller agrees to note on its financial statements that such Receivable Assets
have been sold to the Buyer.

     

    (c)   In
connection with the foregoing sales, transfers and assignments, each Seller
agrees to record and file, at its own expense, proper financing statements (and
proper continuation statements with respect to such financing statements when
applicable) with respect to the Receivable Assets now and hereafter from time to
time acquired by the Buyer under this Agreement, in such manner and in such
jurisdictions as are necessary to perfect the sales, transfers and assignments
of the Receivable Assets to the Buyer and the Agent on or prior to the initial
Purchase under the Receivables Purchase Agreement.  Such financing
statements shall name such Seller as debtor/seller, the Buyer as secured
party/buyer and the Agent as assignee.

     

    (d)   The
purchase price for each purchase of Receivable Assets by the Buyer under this
Agreement (the “Purchase Price”)
shall be an amount equal to the product obtained by multiplying (a) one
minus the Required Discount (defined below) as of the date of such purchase by
(b) the Outstanding Balance of the Seller Receivables
purchased.  The “Required Discount”
shall be such percentage as may be determined from time to time (but no less
frequently then semiannually) by mutual agreement between a Seller and the Buyer
based on their respective assessments of the prevailing cost of funds, recent
performance history of the Seller Receivables being sold hereunder (including
write-offs and rate of collection) and other costs of ownership, all determined
on an arm’s length basis as though such determinations were not made by
Affiliates.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    SECTION 2.02  Payment for
Purchases.

     

    (a)   The
Purchase Price for each purchase of Receivable Assets by the Buyer shall be
payable in full in cash (except as provided in Section 2.02(b) below), by the
Buyer to the applicable Seller, in each case on the date of each such purchase;
except that the Buyer may, with respect to any purchase, offset against such
Purchase Price any amounts owed by such Seller to the Buyer hereunder and which
remain unpaid.

     

    (b)   To the
extent the Buyer shall have insufficient available cash to pay the Purchase
Price payable to a Seller on the date of each purchase of Receivable Assets from
such Seller, the balance of the Purchase Price then owing shall be paid by an
increase to the principal amount of the Subordinated Note issued by the Buyer to
such Seller.  To the extent that the Buyer shall at any time be unable
to pay the Purchase Price in respect of a purchase of Receivable Assets from
Chemtura as set forth in the preceding sentence, then, unless the Termination
Date shall have occurred, Chemtura shall be automatically deemed to have made a
capital contribution to the Buyer of the Receivable Assets which are the subject
of such purchase to the extent that the Purchase Price for such Receivable
Assets is not paid for in cash or by means of an increase in the principal
amount of the Subordinated Note issued to Chemtura.

     

    (c)   The
indebtedness of the Buyer under each Subordinated Note shall be subordinated to
the prior right and payment in full of the aggregate outstanding Capital and any
other obligations of the Buyer arising under the Receivables Purchase
Agreement.  On the last Business Day of each Settlement Period, each
Seller shall determine the net increase or the net reduction in the outstanding
principal amount of the Subordinated Note issued to such Seller occurring during
the immediately preceding calendar month and shall account for such net increase
or net reduction in its books and records.

     

    SECTION 2.03  General Settlement
Procedures.

     

    (a)   If on any
day the Outstanding Balance of a Seller Receivable is either (i) reduced as
a result of any defective, rejected or returned goods or services, any discount,
or any adjustment by any Seller or (ii) reduced or canceled as a result of
a setoff in respect of any claim by the Obligor thereof against such Seller or
any Affiliate thereof other than the Buyer (whether such claim arises out of the
same or a related transaction or an unrelated transaction), such Seller shall be
deemed to have received on such day a Collection of such Seller Receivable in
the amount of such reduction or cancellation and shall make the payment required
to be made by it in connection with such Collection on the day required by, and
otherwise pursuant to, Section 4.01(h).  If on any day (x) any of
the representations or warranties in Section 3.01(g) is no longer true with
respect to any Seller Receivable or (y) it is discovered that any Seller
Receivable that was included in the Net Receivables Pool Balance as an Eligible
Receivable was not an Eligible Receivable at the time of such inclusion, the
Seller to which such Seller Receivable shall have been originally owed shall be
deemed to have received on such day a Collection in full of such Seller
Receivable and shall make the payment required to be made by it in connection
with such Collection on the day required by, and otherwise pursuant to, Section
4.01(h).  Except as stated in the preceding sentences of this
Section 2.03 or as otherwise required by law or the underlying Contract,
all Collections received from an Obligor of any Seller Receivable shall be
applied to Seller Receivables then outstanding of such Obligor in the order of
the age of such Seller Receivables, starting with the oldest such Seller
Receivable, except if payment is designated by such Obligor for application to
specific Seller Receivables.


    
      
         


      

      
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    (b)   The
Buyer’s Servicer shall immediately advise the Buyer and the Agent of the
occurrence of each Triggering Event and of each Liquidation Day.

     

    (c)   At least
two Business Days before the last Business Day of each Settlement Period,
the Buyer’s Servicer shall prepare and forward to the Buyer and the Agent a
Receivables Activity Report of the Buyer’s Servicer, as of the close of business
of the Buyer’s Servicer on the last day of the immediately preceding Settlement
Period, setting forth the calculation of the actual Purchase Price for each
Receivable Asset sold, transferred and assigned during such Settlement Period,
and the reconciliation of how the Purchase Price has been paid reflecting the
cash advanced from the Buyer to each Seller during such Settlement Period, the
adjustments to and current balance, if any, due from the Buyer to each Seller
under its Subordinated Note, and the amount of additional cash, if any, to be
paid by the Buyer to each Seller on the last Business Day of such Settlement
Period.

     

    SECTION 2.04  Payments and Computations,
Etc.

     

    (a)   All
amounts to be paid or deposited by each Seller or the Buyer’s Servicer hereunder
shall be paid or deposited in accordance with the terms hereof no later than
11:00 a.m. (New York City time) on the day when due in U.S. Dollars in same
day funds to the Buyer as directed by the Buyer to such Seller in
writing.  Each Seller shall, to the extent permitted by law, pay to
the Buyer interest on all amounts not paid or deposited by such Seller when due
hereunder at 2.00% per annum above the Alternate Base Rate in effect from time
to time, payable on demand; provided, however, that such
interest rate shall not at any time exceed the maximum rate permitted by
applicable law.

     

    (b)   All
computations of interest and fees hereunder shall be made on the basis of a year
of 360 days for the actual number of days (including the first but
excluding the last day) elapsed.

     

    (c)   Each
Seller hereby irrevocably and unconditionally waives and relinquishes to the
fullest extent it may legally do so (i) any express or implied vendor’s
lien, and any other Lien which would otherwise be imposed on or affect any
Seller Receivable or any other Receivable Asset on account of any unpaid amount
of such Seller’s Purchase Price therefor or on account of any other unpaid
amounts otherwise payable by the Buyer under or in connection with this
Agreement or the Subordinated Note payable to the order of such Seller or
otherwise and (ii) with respect to the obligations of such Seller to make
payments or deposits under this Agreement (including, without limitation,
payments under Sections 2.03 and 6.01), any setoff, counterclaim,
recoupment, defense and other right or claim which such Seller may have against
the Buyer as a result of or arising out of the failure of the Buyer to pay any
amount on account of such Seller’s Purchase Price under Sections 2.01 and
2.02 or any other amount payable by the Buyer to such Seller under this
Agreement or the Subordinated Note payable to the order of such Seller or
otherwise.


    
      
         


      

      
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    SECTION 2.05  Buyer’s Servicer
Fee.

     

    The Buyer
shall pay to the Buyer’s Servicer a fee (the “Buyer’s Servicer
Fee”) from the date hereof until the Termination Date, payable on the
last Business Day of each Settlement Period, in an amount equal to the amount
payable to the Servicer under the Receivables Purchase Agreement or such other
amount calculated on an arm’s-length basis for services performed as a
subcontractor on terms common to collection agency arrangements in comparable
asset sale transactions; provided, however, that the
Buyer shall be given a credit against the Buyer’s Servicer Fee payable under
this Agreement equal to the full amount of the Servicer Fee paid under the
Receivables Purchase Agreement.

     

    ARTICLE III

     

    REPRESENTATIONS
AND WARRANTIES

     

    SECTION 3.01  Representations and
Warranties of Each Seller.

     

    Each
Seller represents and warrants, as of the date hereof and the date of each
transfer of Receivable Assets hereunder, as follows:

     

    (a)   Such
Seller (i) is duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization, has the requisite power and
authority under its Constituent Documents and applicable law to own its property
and assets and to carry on its business as now conducted, except where the
failure of a Seller organized outside of the United States to be so duly
organized, validly existing or in good standing has not had, or could not
reasonably be expected to have, a Material Adverse Effect and (ii) is duly
qualified and is in good standing and is authorized to do business in every
jurisdiction where such qualification or authorization is required.

     

    (b)   Such
Seller has the power and authority under its Constituent Documents and
applicable law to execute, deliver and carry out the provisions of the
Transaction Documents to which it is a party, including the sale or
contribution, as applicable, of the Receivable Assets of such Seller to the
Buyer, and all such actions have been duly and validly authorized by all
necessary proceedings on its part under its Constituent Documents and applicable
law.

     

    (c)   The
execution, delivery and performance by such Seller of the Transaction Documents
to which it is a party, and the transactions contemplated hereby and thereby, do
not (i) violate (x) any provision of its Constituent Documents and/or
scope of power and authority or any applicable law, rule, regulation (including
Regulation U or X) or order, writ, judgment, injunction, decree,
determination or award of any Governmental Authority binding upon it,
(ii) result in a breach of or constitute (alone or with notice or lapse of
time or both) a material default under any indenture or any material agreement
or other instrument to which it is a party, or by which it or any of its
properties or assets are bound, or (iii) except for any Liens created by
this Agreement and the Receivables Purchase Agreement, result in or require the
creation or imposition of any Lien upon any of its properties or
assets.


    
      
         


      

      
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    (d)   This
Agreement is, and the other Transaction Documents to which such Seller is or
will be a party when delivered will be, the legal, valid and binding obligations
of such Seller enforceable against such Seller in accordance with their
respective terms except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws of general application
from time to time affecting the rights of creditors generally and by general
principles of equity, including implied obligations of good faith and fair
dealing.

     

    (e)   No
authorization or approval or other action by, and no notice to or filing with,
any Governmental Authority is or will be required in connection with the due
execution, delivery and performance by such Seller of any Transaction Document
to which it is a party or any transaction contemplated hereby or thereby or the
perfection of or exercise by the Buyer, the Agent or any Purchaser of its rights
and remedies under the Transaction Documents, except for the filings of the
financing statements referred to in Article III of the Receivables Purchase
Agreement and except for any which have been made or any the failure to obtain,
give, file or take could not reasonably be expected to result in a Material
Adverse Effect.

     

    (f)   There is
no action, suit, investigation, litigation or proceeding at law or in equity or
by or before any Governmental Authority now pending or, to its knowledge,
threatened against or affecting such Seller or any of its Subsidiaries or the
businesses, assets or rights of such Seller or any of its Subsidiaries
(i) as to which there is a reasonable possibility of an adverse
determination and which, if adversely determined, could, individually or in the
aggregate, reasonably be expected to result in a Material Adverse Effect or
(ii) that in any manner draws into question the validity or enforceability
of any Transaction Document.

     

    (g)   (i)   
Immediately prior to each sale, transfer and/or assignment by such Seller of any
Receivable Assets hereunder, such Seller is the legal and beneficial owner of
such Receivable Assets, free and clear of any Lien (other than Permitted
Liens).

     

    (ii)  
Upon each
sale, transfer and/or assignment by such Seller of each Receivable Asset
hereunder, the Buyer shall have a valid and perfected first priority undivided
100% ownership interest or security interest in such Receivable Asset free and
clear of any Lien except for Permitted Liens.

     

    (h)   No
proceeds of any sale, transfer and/or assignment by such Seller of any Seller
Receivable hereunder will be used to acquire any capital stock in any
transaction which is subject to Sections 13 and 14 of the Securities
Exchange Act of 1934 unless such transaction shall have been approved by the
board of directors (or comparable governing body) of the issuer of such capital
stock.

     


    
      
         


      

      
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    (i)   No part
of the proceeds of any sale, transfer and/or assignment by such Seller of any
Receivable Asset hereunder will be used, whether directly or indirectly, and
whether immediately, incidentally or ultimately, for any purpose which entails a
violation of the provisions of the Regulations of the Board, including, without
limitation, Regulation U or X thereof.

     

    (j)   No report
or document or other information furnished or to be furnished at any time by or
on behalf of such Seller to the Buyer or to the Agent or any Purchaser in
connection with any Transaction Document, when taken together with all other
reports, documents and information then or theretofore so furnished by or on
behalf of such Seller, contained, or will contain, as of the date so furnished,
any untrue statement of a material fact or omitted to state, or will omit to
state, as of the date so furnished, a material fact necessary in order to make
the statements contained therein, in the light of the circumstances under which
they were made, not misleading.

     

    (k)   The
jurisdiction of incorporation, organizational identification number (if any),
and the address(es) of the principal place of business and chief executive
office of such Seller and the office where such Seller keeps its Records
concerning the Receivable Assets, are as set forth in Schedule III hereto
(or, by notice to the Buyer and the Agent in accordance with
Section 4.01(d), at such other locations in jurisdictions, within the
United States, where all requested actions required by Section 5.04(a) have
been taken and completed).

     

    (l)   Except as
set forth on Schedule IV hereto, such Seller has not changed its name since
December 31, 2007, and has no trade names, fictitious names, assumed names or
“doing business as” names.

     

    (m)   The
Purchase Price payable to such Seller on the date of each purchase of Receivable
Assets hereunder, in each case constitutes fair consideration and approximates
fair market value for such Receivable Assets, and the terms and conditions
(including the Purchase Price therefor, and the terms of the Subordinated Note,
if applicable) of the sale, transfer and assignment of such Receivable Assets
pursuant to Sections 2.01 and 2.02 reasonably approximate an arm’s-length
transaction between unaffiliated parties.  No such sale, transfer or
assignment has been made for or on account of an antecedent debt owed by such
Seller to the Buyer and no such sale, transfer or assignment, at the time such
sale, transfer or assignment is made, is or may be voidable or subject to
avoidance under any section of the Bankruptcy Code.

     

    (n)   Such
Seller and its Subsidiaries has filed, or caused to be filed or be included in,
all tax reports and returns (federal, state, local and foreign), if any,
required to be filed by it and paid, or caused to be paid, all amounts of taxes,
including interest and penalties, required to be paid by it, except for such
taxes (i) as are being contested in good faith by proper proceedings and
(ii) against which adequate reserves shall have been established in
accordance with and to the extent required by GAAP, but only so long as the
proceedings referred to in clause (i) above would not subject the Agent or
any other Indemnified Party to any civil or criminal penalty or liability or
involve any material risk of the loss, sale or forfeiture of any property,
rights or interests covered hereunder or under any other Transactions
Document.

     


    
      
         


      

      
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    (o)   (i)     
The audited consolidated balance sheet of Chemtura and its Subsidiaries as of
December 31, 2007 and the related consolidated statements of income and of
cash flows for the fiscal year then ended, reported on by KPMG LLP, and set
forth in Chemtura’s 2007 annual report on Form 10-K filed with the SEC,
fairly present, in all material respects and in conformity with GAAP, the
consolidated financial position of Chemtura and its Subsidiaries as of such date
and their consolidated results of operations and cash flows for such fiscal
year.

     

    (ii)   
 The
unaudited consolidated balance sheets of Chemtura and its Subsidiaries for each
of the fiscal quarters ending March 31, 2008, June 30, 2008 and September 30,
2008 and the related unaudited consolidated statements of income and of cash
flows for each such fiscal quarter, fairly present, in conformity with GAAP
applied on a basis consistent with the financial statements referred to in
clause (i) above, the consolidated financial position of Chemtura and its
Subsidiaries as of such date and their consolidated results of operations and
cash flows for such fiscal quarters.

     

    (iii)   
The
business plan provided to the Agent pursuant to Section 3.01(d)(iii) of the
Receivables Purchase Agreement was prepared in good faith on the basis of the
assumptions described therein, which assumptions were believed by Chemtura in
good faith to be reasonable in light of the then current and foreseeable
business conditions of Chemtura and its Subsidiaries existing at the time of
preparation thereof, and Chemtura has no knowledge of any event or circumstance
that would cause it to change any such assumptions in any material respect as of
the date hereof, it being understood that actual results may vary from the
projected results set forth therein.

     

    (iv)   
Each
financial statement delivered pursuant to Section 4.01(i)(i), (ii) or (iii)
will, at the time it is delivered, present fairly, in all material respects, the
financial position, results of operations or cash flows, as the case may be, of
Chemtura and its Subsidiaries as of the date or for the period to which it
relates in accordance with GAAP, subject in the case of monthly and quarterly
statements to year-end audit adjustments.

     

    (p)   (i)     
No ERISA Event has occurred or is reasonably expected to occur with respect to
any Plan that has resulted in or is reasonably expected to result in a liability
of such Seller or any ERISA Affiliate of such Seller that in the aggregate could
reasonably be expected to have a Material Adverse Effect.

     

    (ii)    
No Seller
and no ERISA Affiliate of any Seller has incurred or is reasonably expected to
incur any Withdrawal Liability to any Multiemployer Plan that in the aggregate
could reasonably be expected to have a Material Adverse Effect.

     

    (iii)   
No Seller
and no ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan
that such Multiemployer Plan is in reorganization or has been terminated, within
the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably
expected to be in reorganization or to be terminated, within the meaning of
Title IV of ERISA.


    
      
         


      

      
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    (q)   Since
August 1, 2008, such Seller has complied with the Credit and Collection Policy
in all material respects and since the date of this Agreement there has been no
change in the Credit and Collection Policy except as permitted
hereunder.  Such Seller has not extended or modified the terms of any
Seller Receivable or the Contract under which any such Seller Receivable arose,
except in accordance with the Credit and Collection Policy.

     

    (r)   Since
December 31, 2007, there has been no Material Adverse Change.

     

    (s)   Both
before and after giving effect to (i) each sale of Receivable Assets
hereunder and (ii) the consummation of the transactions contemplated by the
Transaction Documents, such Seller is Solvent.

     

    (t)   Neither
such Seller nor any of its Subsidiaries is in violation of any law, or in
default with respect to any judgment, writ, injunction, decree, rule or
regulation of any Governmental Authority, where such violation or default could
reasonably be expected to result in a Material Adverse
Effect.  Neither such Seller nor any of its Subsidiaries is in default
under any provision of any indenture or other agreement or instrument evidencing
Indebtedness, or any other material agreement or instrument to which it is a
party or by which it or any of its properties or assets are or may be bound,
where such default could reasonably be expected to result in a Material Adverse
Effect.

     

    (u)   No Event
of Termination or Potential Event of Termination has occurred and is
continuing.

     

    (v)   Neither
such Seller nor any of its Subsidiaries is an “investment company” as defined
in, or is otherwise subject to regulation under, the Investment Company Act of
1940.  Neither such Seller nor any of its Subsidiaries is subject to
regulation as a “holding company” under the Public Utility Holding Company Act
of 1935.

     

    ARTICLE IV

     

    GENERAL
COVENANTS OF EACH SELLER

     

    SECTION 4.01  Affirmative Covenants of
Each Seller.

     

    Until the
later of (i) the Termination Date and (ii) the date upon which no
Capital shall be outstanding and no Yield or other obligations remain unpaid
under this Agreement and the Receivables Purchase Agreement, each Seller shall,
unless the Buyer and the Agent (with the consent of the Required Purchasers)
shall otherwise consent in writing:

     

    (a)   Compliance with Laws,
Etc.  Comply in all material respects with all applicable laws,
rules, regulations and orders material to the business of such Seller or
applicable to the Receivable Assets sold or contributed, as applicable, by such
Seller to the extent noncompliance could reasonably be expected to result in a
Material Adverse Effect.  Such compliance shall include, without
limitation, compliance with ERISA, Environmental Law and the Patriot
Act.

     


    
      
         


      

      
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    (b)   Payment of Taxes,
Etc.  Pay and discharge before the same shall become
delinquent, (i) all material taxes, assessments and governmental charges or
levies imposed upon it or upon its property and (ii) all lawful claims
that, if unpaid, might by law become a Lien upon its property; provided, however, that such
Seller shall not be required to pay or discharge any such tax, assessment,
charge, claim or levy that is being contested in good faith and by proper
proceedings and as to which appropriate reserves are being maintained, unless
and until any Lien resulting therefrom attaches to its property and becomes
enforceable and enforcement thereof has not been stayed.

     

    (c)   Preservation of Corporate
Existence, Etc.  Except to the extent the failure to do so,
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect, at all times (a) do or cause to be done all things
reasonably necessary to preserve, renew and keep in full force and effect the
rights, licenses, permits, franchises, patents, copyrights, trademarks and trade
names material to the conduct of its business; and (b) maintain, preserve
and protect all property material to the conduct of such business.

     

    (d)   Offices, Records and Books
of Accounts.

     

    (i)  Keep its
principal place of business and chief executive office and the offices where it
keeps its Records concerning the Receivable Assets at the address of such Seller
referred to in Section 3.01(k) or, upon at least thirty (30) days’
prior written notice to the Buyer and Agent, at any other location in a
jurisdiction where all requested action required by Section 5.04(a) shall
have been taken, and

     

    (ii)  maintain
and implement administrative and operating procedures (including, without
limitation, an ability to recreate, in all material respects, records evidencing
Seller Receivables in the event of the destruction of the originals thereof),
and keep and maintain all documents, books, records and other information
reasonably necessary or advisable for the collection of all Seller Receivables
(including, without limitation, records adequate to permit the daily
identification of each Seller Receivable, the Outstanding Balance of each Seller
Receivable and the dates which payments are due thereon and all Collections of
and adjustments to each existing Seller Receivable).  Such books and
records shall be marked in accordance with Section 5.04(a) to indicate the
transfers of all Receivable Assets hereunder.

     

    (e)   Performance and Compliance
with Contracts and Credit and Collection Policy.  At its
expense, (i) perform, or cause to be performed, and comply in all material
respects with, or cause to be complied with in all material respects, in a
timely manner, all provisions, covenants and other promises required to be
observed by it under the Contracts related to the Seller Receivables, and comply
in all material respects and in a timely manner with the Credit and Collection
Policy in regard to the Seller Receivables and the related Contracts and
(ii) as beneficiary of any Related Security, enforce such Related Security
as reasonably requested by the Agent.

     


    
      
         


      

      
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    (f)   Examination of Records;
Audits.

     

    (i)  From time
to time upon three Business Days’ prior written notice (except that during the
continuance of an Event of Termination, no such notice shall be required) and
during regular business hours as reasonably requested by the Buyer or the Agent
and at the expense of such Seller, permit the Buyer or the Agent, or their
respective agents or representatives, (A) to examine and make copies of and
abstracts from all Records in the possession or under the control of such
Seller, its Affiliates or the agents of such Seller or its Affiliates, relating
to Seller Receivables and the other Receivable Assets, including, without
limitation, the related Contracts, and (B) to visit the offices and
properties of such Seller, its Affiliates or the agents of such Seller or its
Affiliates, for the purpose of examining such materials described in
clause (A) above, and to discuss matters relating to Seller Receivables and
the other Receivable Assets or such Seller’s performance hereunder or under the
Contracts with any of the officers or employees of such Seller having knowledge
of such matters; provided, however, that unless
a Potential Event of Termination or an Event of Termination shall have occurred
and be continuing, such Seller shall not be required to bear the expense of an
examination and visit pursuant to this clause (i) more than twice in any
calendar year.

     

    (ii)  The Buyer
(or the Agent) may (at its own election or at the request of the Required
Purchasers), at such Seller’s sole cost and expense, make test verifications of
the Seller Receivables in any manner and through any medium that the Buyer (or
the Agent) considers advisable, and such Seller shall furnish all such
assistance and information as the Buyer (or the Agent) may require in connection
therewith; provided that, unless
a Potential Event of Termination or Event of Termination is continuing, the
Buyer (or the Agent) shall conduct no more than four such evaluations pursuant
to this subsection during any calendar year and the charges for such
evaluations shall include the Agent’s in-house examination charges in an amount
up to $1,000 per day per examiner plus such examiner’s out-of-pocket expenses,
including travel expenses, incurred in connection with such
evaluation.

     

    (iii)  Such
Seller shall furnish to the Buyer and the Agent any information that the Buyer
and the Agent may reasonably request regarding the determination and calculation
of the Net Receivables Pool Balance including correct and complete copies of any
invoices, underlying agreements, instruments or other documents and the identity
of all Obligors in respect of Seller Receivables referred to
therein.

     


    
      
         


      

      
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    (g)   Keeping of Records and Books
of Account.

     

    (i)  To the
extent Records are in written form, segregate such Records in file cabinets or
storage containers and appropriately label such file cabinets or storage
containers to reflect that the Receivable Assets have been conveyed to the
Buyer; and

     

    (ii)  to the
extent such Records constitute computer programs and other non-written Records,
appropriately legend such Records to reflect that the Receivable Assets have
been conveyed to the Buyer.

     

    (h)   Deposits to Lock-Box
Accounts or Deposit Accounts.  Instruct, or cause the Buyer’s
Servicer to instruct, all Obligors to make payments in respect of Seller
Receivables to either a Lock-Box Account or a Deposit Account (subject to the
provisions of Section 5.01(o) of the Receivables Purchase Agreement) and, if
such Seller shall receive any Collections (including, without limitation, any
Collections deemed to have been received by such Seller pursuant to
Section 2.03(a)), segregate and hold in trust such Collections and deposit
such Collections, or cause such Collections to be deposited, to a Lock-Box
Account or a Deposit Account within two Business Days following such
receipt.

     

    (i)   Reporting
Requirements.  Until the later of (x) the Termination Date
and (y) the date upon which no Capital shall be outstanding and no Yield,
fees or other amounts remain unpaid under this Agreement and the Receivables
Purchase Agreement, such Seller will, unless the Buyer and the Agent (with the
consent of the Required Purchasers) shall otherwise consent in writing, furnish
to the Buyer and the Agent:

     

    (i)  Monthly
Reports.  Within 30 days after the end of each of the
first two fiscal months in each fiscal quarter of such Seller, unaudited
consolidated and consolidating financial statements (which shall include a
balance sheet and income statement, as well as statements of partners’ equity
and cash flow) showing the financial condition and results of operations of such
Seller and its Consolidated Subsidiaries as of the end of and for such fiscal
month and that portion of the current Fiscal Year ending as of the close of such
fiscal month, in each case certified by a Principal Financial Officer of such
Seller as presenting fairly the financial position and results of operations of
the Servicer and its Consolidated Subsidiaries and as having been prepared in
accordance with GAAP (subject to year-end adjustments) and in form reasonably
acceptable to the Agent and the Required Purchasers.

     

    (ii)  Quarterly
Reports.  Subject to the last paragraph of this
Section 4.01(i), within 45 days after the end of each of the first
three fiscal quarters of each Fiscal Year, unaudited consolidated and
consolidating financial statements (which shall include a balance sheet and
income statement, as well as statements of partners’ equity and cash flow)
showing the financial condition and results of operations of such Seller and its
Consolidated Subsidiaries as of the end of and for such fiscal quarter, in each
case certified by a Principal Financial Officer of such Seller as presenting
fairly the financial position and results of operations of such Seller and its
Consolidated Subsidiaries and as having been prepared in accordance with GAAP,
subject to year-end adjustments, and in form reasonably acceptable to the Agent
and the Required Purchasers.

     


    
      
         


      

      
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    (iii)  Annual
Reports.  Subject to the last paragraph of this
Section 4.01(i), within 90 days after the end of each Fiscal Year,
consolidated and consolidating financial statements (which shall include a
balance sheet and income statement, as well as statements of partners’ equity
and cash flows) showing the financial condition and results of operations of
such Seller and its Consolidated Subsidiaries as of the end of and for such
Fiscal Year.  The consolidated financial statements of such Seller and
its Consolidated Subsidiaries delivered pursuant to this paragraph will be
audited and reported on by independent public accountants of recognized standing
and shall be accompanied by a statement of such firm of independent public
accountants (i) stating whether during the course of their examination of
such financial statements they obtained knowledge of any Potential Event of
Termination or any Event of Termination existing on the date of such statements
and (ii) confirming the calculations set forth in the officer’s certificate
delivered simultaneously therewith pursuant to (iv) below (which statement may
be limited to the extent required by accounting rules or
guidelines).

     

    (iv)  Concurrently
with (i), (ii) and (iii) above, a certificate of a Principal Financial Officer
of such Seller,

     

    (A)           certifying
that to the best knowledge of such Principal Financial Officer no Potential
Event of Termination or Event of Termination has occurred and is continuing or,
if a Potential Event of Termination or Event of Termination has occurred and is
continuing, specifying the nature and extent thereof and any corrective action
taken or proposed to be taken with respect thereto; and

     

    (B)           solely
in the case of (iii) above, certifying that except as previously notified
to the Buyer or the Agent pursuant to Section 4.02(e) there has been no
change in such Seller’s name, form of organization, jurisdiction of organization
and organizational number or Federal Taxpayer Identification
Number.

     

    (v)  Proceedings,
Etc.

     

    (A)           Give
the Agent written notice promptly after the commencement thereof of all actions
and proceedings before any court, governmental agency or arbitrator affecting
the Seller or any of its Subsidiaries of the type described in Section
3.01(f).


    
      
         


      

      
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      (B)           As
soon as possible and in any event within two Business Days after a
Responsible Officer of the Seller first becomes aware of each Event of
Termination or Potential Event of Termination continuing on the date of such
statement, a statement of a Responsible Officer of the Seller setting forth
details of such Event of Termination or Potential Event of Termination and the
action which the Seller has taken and proposes to take with respect
thereto.

       

      (vi)        Public and Creditors’
Reports.  Subject to the last paragraph of this
Section 4.01(i), promptly after the same shall have been filed or furnished
as described below, copies of (x) all reports and information provided or
required to be provided to the lenders under the Senior Credit Agreement, and
(y) such registration statements, annual, periodic and other reports, and
such proxy statements and other information, if any, as shall be filed by the
Seller or any Subsidiary with the SEC pursuant to the requirements of the
Securities Act of 1933 or the Securities Exchange Act of 1934 or the rules
promulgated thereunder.

       

      (vii)       Other.  Promptly,
from time to time, such other information, documents, records or reports
respecting this Agreement or the other Transaction Documents, the Seller
Receivables or any other Receivable Assets or the condition or operations,
financial or otherwise, of such Seller as the Buyer or the Agent may from time
to time reasonably request.

       

      Information
required to be delivered pursuant to Sections 4.01(i)(ii), 4.01(i)(iii) or
4.01(i)(vi) shall be deemed to have been delivered on the date on which Chemtura
provides notice to the Buyer and the Agent that such information has been posted
at sec.gov/edaux/searches.htm or at another website identified in such notice
and accessible by the Purchasers without charge; provided that (i) such
notice may be included in a certificate delivered pursuant to
Section 4.01(i)(iv), (ii) the certification referred to in Section
4.01(i)(ii) shall be deemed made on the date on which such Seller provides
notice to the Buyer and the Agent (as contemplated above) that the information
referred to in such paragraph has been posted as described above and
(iii) such Seller shall deliver paper copies of the information referred to
in Sections 4.01(i)(ii), 4.01(i)(iii) and 4.01(i)(vi) to the Agent for
distribution to (x) any Purchaser to which the above referenced websites
are for any reason not available if such Purchaser has so notified such Seller
and (y) any Purchaser that has notified such Seller that it desires paper
copies of all such information.

       

      (j)           Subsidiaries.  In
the case of Chemtura, maintain the status of each other Seller and the Buyer as
wholly owned subsidiaries of Chemtura.

       

      (k)           Transaction
Documents.  At its expense, timely and fully perform and comply
in all material respects with all provisions, covenants and other promises
required to be observed by it under each of the Transaction Documents, maintain
each of the Transaction Documents in full force and effect, enforce in
accordance with its terms, take all such action to such end as may be from time
to time reasonably requested by the Agent, and make to any party to each of the
Transaction Documents such demands and requests for information and reports or
for action as it is entitled to make thereunder and as may be from time to time
reasonably requested by the Agent

       

      
        
           


        

        
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      SECTION 4.02             Negative Covenants of Each
Seller.

       

      Until the
later of (i) the Termination Date and (ii) the date on which no
Capital shall be outstanding and no Yield or other obligations remain unpaid
under this Agreement or the Receivables Purchase Agreement, each Seller shall
not, without the prior written consent of the Buyer and the Agent (with the
consent of the Required Purchasers):

       

      (a)           Extension or Amendment of
Receivables.  Extend, amend or otherwise modify the terms of
any Seller Receivable, or amend, modify or waive any term or condition of any
Contract related thereto, except as permitted in accordance with Section 6.02 of
the Receivables Purchase Agreement.

       

      (b)           Change in Business or Credit
and Collection Policy.  Make any material change in the
character of its business as carried on as of the date hereof or in the Credit
and Collection Policy that would, in either case, be reasonably likely to impair
the collectibility of the Seller Receivables.

       

      (c)           Change in Payment
Instructions to Obligors.  Add or terminate any bank as a
Lock-Box Bank or Deposit Bank or any account as a Lock-Box Account or a Deposit
Account from those listed in Schedule I hereto, or make any change in the
instructions to Obligors regarding payments to be made to any Lock-Box Account
or Deposit Account, unless the Agent shall have received at least 20 days’
prior written notice of such addition, termination or change and shall have
received, with respect to each new Lock-Box Account, a Lock-Box Agreement
executed by the Lock-Box Bank that maintains such Lock-Box Account and the Buyer
and, with respect to each new Deposit Account, an Account Control Agreement
executed by the Deposit Bank that maintains such Deposit Account and the
Buyer.

       

      (d)           Deposits to Lock-Box
Accounts.  Deposit or otherwise credit, or cause or permit to
be so deposited or credited, to any Lock-Box Account or any Deposit Account cash
or cash proceeds other than Collections of Seller Receivables.

       

      (e)           Organizational Documents;
Change of Name, Etc.  Change its name, identity, form of legal
structure or jurisdiction of its organization, unless, prior to the effective
date of any such change, such Seller delivers to the Buyer and the Agent
 UCC financing statements necessary to reflect such change and to continue
the perfection of the Buyer’s ownership interests in the Receivable Assets sold,
transferred and assigned hereunder.

       

      (f)           Accounting of
Purchases.  Prepare any financial statements which shall
account for the transactions contemplated hereby in any manner other than the
sale of the Receivable Assets by such Seller to the Buyer or in any other
respect account for or treat the transactions contemplated hereby (including but
not limited to accounting purposes, but excluding tax reporting purposes) in any
manner other than as a sale of the Receivable Assets by such Seller to the
Buyer.

       

      (g)           Voluntary
Petitions.  Cause the Buyer to file a voluntary petition under
the Bankruptcy Code or any other bankruptcy or insolvency laws so long as the
Buyer is not “insolvent” within the meaning of the Bankruptcy Code, and unless,
and only unless, such filing has been authorized in accordance with the Buyer’s
Constituent Documents.

       

      
        
           


        

        
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      (h)          Mergers,
Etc.  Merge into or consolidate with any Person or permit any
Person to merge into it, or permit any of its Subsidiaries to do so, except
that:

       

      (i)          any
Subsidiary of such Seller may merge into or consolidate with any other
Subsidiary of such Seller; provided that, in the
case of any such merger or consolidation, the Person formed by such merger or
consolidation shall be a wholly-owned Subsidiary of such Seller;

       

      (ii)         as
part of any acquisition permitted under Section 5.06(r) of the Receivables
Purchase Agreement, any Subsidiary of a Seller may merge into or consolidate
with any other Person or permit any other Person to merge into or consolidate
with it; provided that the
Person surviving such merger shall be a wholly-owned Subsidiary of such
Seller;

       

      (iii)        as
part of any sale or other disposition permitted under Section 4.02(k), any
Subsidiary of such Seller may merge into or consolidate with any other Person or
permit any other Person to merge into or consolidate with it; and

       

      (iv)        any
of such Seller’s Subsidiaries may merge into such Seller.

       

      (i)           Maintenance of Separate
Existence.  Take any action, or omit to take any action, if the
effect is to cause the Buyer to fail to perform or observe in any material
respect the covenants contained in Sections 5.01(d), (e), (k) and (m) of
the Receivables Purchase Agreement or to otherwise cause the Buyer not to be
considered as a legal entity separate and distinct from such
Seller.

       

      (j)           Organization.  Cause
or permit the Buyer’s Constituent Documents to be amended, supplemented or
otherwise modified

       

      (k)           Sales, Etc. of
Assets.  Sell, lease, transfer or otherwise dispose of, or
permit any of its Subsidiaries to sell, lease, transfer or otherwise dispose of,
any assets, or grant any option or other right to purchase, lease or otherwise
acquire any assets (unless such option is conditioned upon approval of the
Required Purchasers or termination of this Agreement), except as permitted under
Section 5.06(s) of the Receivables Purchase Agreement.

       

      ARTICLE V


       

      ADMINISTRATION
AND COLLECTION

       

      SECTION 5.01             Designation of Buyer’s
Servicer.

       

      The
Seller Receivables shall be serviced, administered and collected by the Person
(the “Buyer’s
Servicer”) designated from time to time to perform the duties of the
Servicer under the Receivables Purchase Agreement in accordance with
Section 6.01 of the Receivables Purchase Agreement, and shall be serviced,
administered and collected by the Buyer’s Servicer in the manner set forth in
Section 6.02 of the Receivables Purchase Agreement (including by
subcontracting to any other Seller in accordance with Section 6.01(b) of
the Receivables Purchase Agreement).  Until the Agent designates a new
Servicer in accordance with Section 6.01(c) of the Receivables Purchase
Agreement, Chemtura is hereby designated to act as, and Chemtura hereby agrees
to perform the duties and obligations of, the Buyer’s Servicer
hereunder.

       

      
        
           


        

        
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      SECTION 5.02             Rights of the Buyer and the
Agent.

       

      (a)          Each
Seller hereby acknowledges the transfer by the Buyer to the Agent of the
exclusive ownership, dominion and control of the Lock-Box Accounts and the
Deposit Accounts to which the Obligors of Pool Receivables shall make payments,
and shall take any further action that the Agent may reasonably request to
effect such transfer.

       

      (b)          At
any time during the continuance of a Potential Event of Termination or Event of
Termination:

       

      (i)           Each
of the Buyer and the Agent acting together or alone may notify the Obligors of
Seller Receivables, at each Seller’s expense, of the Buyer’s interest in the
Seller Receivables and the ownership of Receivable Interests by the
Purchasers.

       

      (ii)          Each
of the Buyer and the Agent acting together or alone may, at the expense of the
respective Sellers to which the respective Seller Receivables shall have been
originally owed, direct the Obligors of such Seller Receivables, or any of them,
to make payment of all amounts due or to become due to any Seller under Seller
Receivables directly to the Agent or its designee.

       

      (iii)         Each
Seller shall, at the Buyer’s or the Agent’s request and at such Seller’s
expense, give notice of such ownership to such Obligors and direct them to make
such payments directly to the Agent or its designee.

       

      (iv)         Each
Seller shall, at the Buyer’s or the Agent’s request and at such Seller’s
expense, (A) assemble all of the Records that evidence or relate to the
Receivable Assets, and shall make the same available to the Agent at a place
reasonably selected by the Agent or its designee, provided that in the
case of Records consisting of computer programs, data processing software and
any other intellectual property under license from third parties, such Seller
will make available such Records only to the extent that the license for such
property so permits and (B) segregate all cash, checks and other
instruments received by it from time to time constituting collections of Seller
Receivables in a manner reasonably acceptable to the Agent and, promptly upon
receipt, remit all such cash, checks and instruments, duly endorsed or with duly
executed instruments of transfer, to the Agent or its designee.

       

      (v)          The
Agent may take any and all commercially reasonable steps in the name of any
Seller and on behalf of such Seller, the Buyer and the Purchasers that are
necessary or desirable, in the determination of the Agent, to collect amounts
due under the Seller Receivables, including, without limitation, endorsing such
Seller’s name on checks and other instruments representing Collections of Seller
Receivables and enforcing the Seller Receivables and the Related Security and
related Contracts, and adjusting, settling or compromising the amount or payment
thereof, in the same manner and to the same extent as such Seller might have
done.

       

      
        
           


        

        
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      SECTION 5.03             Responsibilities of the
Sellers.

       

      Anything
herein to the contrary notwithstanding:

       

      (a)           Each
Seller shall perform its obligations under the Contracts related to the Seller
Receivables to the same extent as if the Receivable Assets had not been sold and
the exercise by the Buyer or the Agent of its rights hereunder or under the
Receivables Purchase Agreement shall not release the Buyer’s Servicer or such
Seller from any of its duties or obligations with respect to any Seller
Receivables or under the related Contracts; and

       

      (b)           Neither
the Buyer nor the Agent nor the Purchasers nor any other Indemnified Party shall
have any obligation or liability with respect to any Seller Receivables or
related Contracts, nor shall any of them be obligated to perform any of the
obligations of any Seller thereunder.

       

      SECTION 5.04             Further Actions Evidencing
Purchases.

       

      (a)           Each
Seller agrees that from time to time, at its expense, it will promptly execute
and deliver all further instruments and documents, and take all further action,
that may be necessary, or that the Buyer or the Agent may reasonably request, to
perfect, protect or more fully evidence or maintain the validity and
effectiveness of the sale, transfer and assignment of Receivable Assets by such
Seller to the Buyer hereunder and the Receivable Interests purchased by the
Purchasers under the Receivables Purchase Agreement, to carry out more
effectively the purposes of the Transaction Documents and to enable any of them
or the Agent to exercise and enforce their respective rights and remedies
hereunder or under the other Transaction Documents. Without limiting the
foregoing, each Seller will, upon the request of the Buyer or the Agent, in
order to perfect, protect or evidence such sales, transfers and assignments and
such Receivable Interests: (i) execute, authenticate and/or file such
financing or continuation statements or amendments thereto, and such other
instruments and documents, that may be necessary, or that the Buyer or the Agent
may reasonably request; (ii) mark conspicuously each invoice evidencing
each Seller Receivable and the related Contract with a legend, acceptable to the
Buyer or the Agent, as applicable, evidencing that such Seller Receivables have
been sold, transferred and assigned to the Buyer in accordance with this
Agreement; and (iii) mark its master data processing records evidencing
such Seller Receivables and related Contracts with such legend.

       

      (b)           Each
Seller hereby authorizes each of the Buyer and the Agent acting together or
alone (upon prior written notice to the Seller) to file one or more financing or
continuation statements and amendments thereto relating to all or any of the
Receivable Assets without the signature of such Seller where permitted by
law.  A photocopy or other reproduction of this Agreement shall be
sufficient as a financing statement where permitted by law.


      
        
           


        

        
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      (c)           If
Chemtura in its capacity as Buyer’s Servicer fails to perform any of its
obligations hereunder, the Buyer or the Agent may, upon prior written notice to
Chemtura, itself perform, or cause performance of, such obligation, and the
reasonable costs and expenses of the Agent or the Buyer incurred in connection
therewith shall be payable by the Seller under Section 6.01 or 8.04, as
applicable.

       

      ARTICLE VI


       

      INDEMNIFICATION

       

      SECTION 6.01             Indemnities by the
Sellers.

       

      Without
limiting any other rights that any Indemnified Party may have hereunder or under
applicable law, and whether or not any of the transactions contemplated hereby
are consummated, each Seller hereby agrees to indemnify each Indemnified Party
from and against, and hold each thereof harmless from, any and all claims,
losses, liabilities, costs and expenses of any kind whatsoever (including,
without limitation, reasonable attorneys’ fees and expenses) (all of the
foregoing being collectively referred to as “Indemnified Amounts”) arising out
of, or resulting from, in whole or in part, the Transaction Documents or the
activities of such Seller in connection herewith or with any other Transaction
Document or the use of proceeds of sales, transfers and assignments of
Receivable Assets hereunder; excluding, however, Indemnified
Amounts (a) to the extent resulting from (x) the gross negligence or
willful misconduct on the part of such Indemnified Party or (y) the failure
to collect amounts in respect of a Seller Receivable to the extent such failure
results from a discharge of the Obligor with respect thereto in a proceeding in
respect of such Obligor under applicable bankruptcy laws or otherwise results
from the Obligor’s financial inability to pay such amounts or (b) that are
subject to the exclusions from reimbursement or payment therefor under
Section 2.14 of the Receivables Purchase Agreement.  Without
limiting or being limited by the foregoing and whether or not any of the
transactions contemplated hereby are consummated, each Seller shall pay on
demand to each Indemnified Party any and all amounts necessary to indemnify such
Indemnified Party from and against any and all Indemnified Amounts which relate
to or result from, or which would not have occurred but for, one or more of the
following:

       

      (i)           any
Receivable originally owed to such Seller becoming a Seller Receivable which is
not at the date of its sale, transfer and assignment hereunder an Eligible
Receivable;

       

      (ii)          any
representation or warranty or statement made or deemed made by such Seller (or
any of its officers) under or in connection with this Agreement or any other
Transaction Document or any Receivables Activity Report, Seller Report,
Receivables Report or other document delivered or to be delivered by such Seller
in connection herewith or with any other Transaction Document being incorrect in
any material respect when made or deemed made or delivered;

       

      (iii)         the
failure by such Seller to comply with any applicable law, rule or regulation
with respect to any Seller Receivable originally owed to such Seller or the
related Contract or any Related Security with respect thereto; or the failure,
as a result of any action or omission of such Seller, of any Seller Receivable
or the related Contract or any Related Security with respect thereto to conform
to any such applicable law, rule or regulation;

       

      
        
           


        

        
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      (iv)         the
failure by any action or inaction of such Seller to vest in the Buyer a first
priority perfected 100% ownership interest in each Seller Receivable originally
owed to such Seller and the Related Security and Collections in respect thereof,
free and clear of any adverse claim;

       

      (v)          the
failure of such Seller to have filed, or any delay by such Seller in filing,
financing statements or other similar instruments or documents under the UCC of
any applicable jurisdiction or other applicable laws with respect to any Seller
Receivable originally owed to such Seller and the Related Security and
Collections in respect thereof, whether at the time of the initial sale,
transfer and assignment hereunder or at any subsequent time;

       

      (vi)         any
dispute, claim, offset or defense (other than discharge in bankruptcy of the
Obligor) of any Obligor with or against such Seller to the payment of any Seller
Receivable originally owed to such Seller (including, without limitation, any
defense based on the fact or allegation that such Receivable or the related
Contract is not a legal, valid and binding obligation of such Obligor
enforceable against it in accordance with its terms), or any other claim
resulting from the sale by such Seller of the goods or services related to such
Receivable or such Seller’s furnishing or failure to furnish such goods or
services;

       

      (vii)        in
the case of Chemtura, any failure of Chemtura, as Buyer’s Servicer, Servicer, or
otherwise, to perform its duties, obligations or covenants under and in
accordance with this Agreement or any other Transaction Document or to perform
its duties or obligations under any Contract;

       

      (viii)       any
product liability, personal injury, copyright infringement, theft of services,
property damage, or other breach of contract, antitrust, unfair trade practices
or tortious claim arising out of or in connection with any action or omission of
such Seller and the subject matter of any Contract or out of or in connection
with any transaction contemplated by this Agreement, any other Transaction
Document or any other instrument or document furnished pursuant hereto or such
Contract;

       

      (ix)          the
commingling by such Seller of Collections of Seller Receivables originally owed
to such Seller at any time with other funds;

       

      (x)           any
action or omission by such Seller, whether as Servicer or otherwise, reducing or
impairing the rights of the Buyer hereunder or of any Purchaser of a Receivable
Interest under the Receivables Purchase Agreement, any other Transaction
Document or any other instrument or document furnished pursuant hereto or
thereto or with respect to any Seller Receivable;

       

      (xi)          any
cancellation or modification of a Seller Receivable originally owed to such
Seller, the related Contract or any Related Security, whether by written
agreement, verbal agreement, acquiescence or otherwise, except as permitted
pursuant to Section 6.02 of the Receivables Purchase Agreement;

       

      
        
           


        

        
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      (xii)         (A) any
investigation, litigation or proceeding related to or arising from this
Agreement, any other Transaction Document or any other instrument or document
furnished pursuant thereto, or any transaction contemplated by this Agreement or
any Contract, or the ownership of, or other interest in, any Seller Receivable
originally owed to such Seller, the related Contract or Related Security, excluding, however, Indemnified
Amounts to the extent resulting from a claim of any Indemnified Party that does
not arise out of or result from any action or omission of such Seller or
(B) the use by such Seller of proceeds of any sale, transfer and assignment
of any Receivable Asset hereunder;

       

      (xiii)       the
existence of any Lien against or with respect to any Seller Receivable
originally owed to such Seller, the related Contract, Related Security or
Collections and resulting from any act or omission of such Seller;

       

      (xiv)       any
failure by such Seller to pay when due any taxes, including without limitation
sales, excise or personal property taxes, payable by such Seller in connection
with any Seller Receivable originally owed to such Seller or the related
Contract or any Related Security with respect thereto;

       

      (xv)        any
claim brought by any Person other than an Indemnified Party arising from any
action or omission of such Seller or any Affiliate of such Seller (other than
the Buyer) in servicing, administering or collecting any Seller Receivable
originally owed to such Seller.

       

      ARTICLE VII


       

      ADDITION
AND TERMINATION OF SELLERS

       

      SECTION 7.01             Addition of
Sellers.

       

      Subject
to Section 7.02, from time to time one or more Subsidiaries which are 100%
owned, directly or indirectly, by Chemtura and which own or originate
Receivables may become Sellers hereunder and parties hereto.  If any
such Subsidiary wishes to become an additional Seller or if Chemtura or any
Seller desires to acquire any Person as a new wholly-owned Subsidiary and cause
such Subsidiary to be a Seller at the time such acquisition is consummated, it
shall submit a request to such effect in writing to the Buyer and the
Agent.  If the Buyer and the Agent, acting at the request or with the
consent of the Required Purchasers, shall have agreed to any such request, such
Subsidiary shall become an additional Seller hereunder and a party hereto on the
related Seller Addition Date upon the satisfaction of the conditions set forth
in Section 7.02.

       

      SECTION 7.02             Conditions Precedent to the
Addition of a Seller.

       

      No
Subsidiary of Chemtura approved by the Buyer as an additional Seller pursuant to
Section 7.01 shall be added as a Seller hereunder unless the conditions set
forth below shall have been satisfied on or before the date designated for the
addition of such Seller (the “Seller Addition
Date”):

       

      
        
           


        

        
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      (a)           the
Buyer and the Agent shall have received copies of duly adopted resolutions of
the Board of Directors, members, partners or managers (as applicable) of such
proposed additional Seller, as in effect on the related Seller Addition Date,
authorizing this Agreement and the execution of a supplement to this Agreement,
substantially in the form of Exhibit C hereto (“Seller Supplement”),
making such proposed additional Seller a “Seller” hereunder and under any other
Transaction Document, the documents to be delivered by such proposed additional
Seller hereunder and under any other Transaction Document and the transaction
contemplated hereby and thereby, certified by the Secretary or Assistant
Secretary (or similar officer) of such proposed additional Seller;

       

      (b)           the
Buyer and the Agent shall have received duly executed certificates of the
Secretary or an Assistant Secretary (or similar officer) of such proposed
additional Seller, dated the related Seller Addition Date, certifying the names
and true signatures of the officers authorized on behalf of such proposed
additional Seller to sign any instruments or documents in connection with the
addition of such proposed additional Seller as a “Seller” under this Agreement
or for purposes of any other Transaction Document;

       

      (c)           a
Lock-Box Account or Deposit Account with respect to the Seller Receivables to be
sold by such proposed additional Seller shall have been established and approval
of the Agent shall have been obtained, and a Lock-Box Agreement or Account
Control Agreement, as appropriate, with respect to such Lock-Box Account or such
Deposit Account shall be in effect;

       

      (d)           the
Buyer and the Agent shall have received executed copies of proper financing
statements (Form  UCC-1), in such form as the Agent, on the Buyer’s behalf,
may request, naming such proposed additional Seller as the debtor and seller of
Seller Receivables, the Related Security and Collections related thereto and
proceeds to be sold by such proposed additional Seller, the Buyer as the secured
party and purchaser thereof and the Agent, as assignee, or other, similar
instruments or documents, as may be necessary or, in the opinion of the Agent,
on the Buyer’s behalf, desirable under the UCC or any comparable law of all
appropriate jurisdictions to perfect and protect the sale by such Seller to the
Buyer of Seller Receivables, the Related Security and Collections related
thereto and proceeds to be sold by such proposed additional Seller;

       

      (e)           the
Buyer and the Agent, on the Buyer’s behalf, shall have received search reports
(i) listing all effective financing statements that name such proposed
additional Seller as debtor and that are filed in the jurisdictions in which
filings were made pursuant to subsection (d) above and in such other
jurisdictions that the Agent shall reasonably request, together with copies of
such financing statements (none of which (other than any of the financing
statements described in subsection (d) above or that relate to the
transaction contemplated by the Transaction Documents) shall cover any Seller
Receivables or any Related Security or Collections related thereto or proceeds
unless appropriate releases and/or termination statements with respect thereto
are executed and delivered to the Buyer and the Agent), and (ii) listing
all tax liens and judgment liens (if any) filed against any debtor referred to
in clause (i) above in the jurisdictions described therein and showing no
such Liens;

       

      
        
           


        

        
          25

          
            

          

        

        
           


        

      

       

      (f)           such
proposed additional Seller shall have delivered or transmitted to the Buyer,
with respect to the Seller Receivables, a computer tape, diskette or data
transmission reasonably acceptable to the Buyer showing, as of a date no later
than five Business Days preceding the related Seller Addition Date, the
information required to be contained in a Receivables Report as to all Seller
Receivables to be transferred by such proposed additional Seller to Buyer on the
related Seller Addition Date;

       

      (g)           the
Buyer and the Agent shall have received such certificates, organizational
documents, good standing certificates, agreements, instruments, direction
letters, consents, waivers, amendments, legal opinions or documents as requested
by the Buyer or the Agent; and

       

      (h)           the
Buyer and the Agent shall have received duly executed copies of a Seller
Supplement to this Agreement, substantially in the form of Exhibit C,
making such proposed additional Seller a “Seller” hereunder and thereunder,
which Seller Supplement shall have been duly executed and consented to by the
Buyer and the Agent (in the case of Agent, in its discretion).

       

      SECTION 7.03             Termination of a
Seller.

       

      (a)           Any
Seller (other than Chemtura) shall be terminated as a Seller hereunder by the
Buyer and with prior written notice to the Agent, on behalf of the Purchasers,
(i) on the occurrence of any event set forth in Section 7.01(f) of the
Receivables Purchase Agreement as to such Seller, (ii) in the case of any
Seller other than Chemtura, Chemtura no longer owns, directly or indirectly,
100% of the Equity Interests of such Seller, or (iii) five Business Days’
notice to such effect by the Agent (with the consent or at the request of the
Required Purchasers) to the Buyer following the occurrence of any Event of
Termination as to such Seller (each a “Mandatory Seller Termination
Date”).  From and after any Mandatory Seller Termination Date,
the Buyer shall cease buying Receivable Assets from the related
Seller.  Each such Seller being terminated shall be released as a
Seller party hereto for all purposes and shall cease to be a party hereto on the
91st day after the date on which there are no amounts payable hereunder by such
Seller and no amounts outstanding with respect to Seller Receivables previously
sold by such Seller to the Buyer, whether such amounts have been collected or
written off in accordance with the Credit and Collection Policy of such
Seller.  Prior to such day, such Seller shall be obligated to perform
its obligations hereunder and under the Transaction Documents to which it is a
party with respect to Receivable Assets previously sold by such Seller to the
Buyer, including, without limitation, its obligation to direct the deposit of
Collections into the appropriate Lock-Box Account or Deposit
Account.

       

      
        
           


        

        
          26

          
            

          

        

        
           


        

      


      (b)           From
time to time, the Sellers may request in writing (with a copy to the Agent) that
the Buyer designate one or more Sellers as Sellers that cease to be parties to
this Agreement (a “Permissive Seller
Termination”); provided that no Event of Termination or Potential Event
of Termination has occurred or will occur as a result
thereof.  Promptly after receipt of any such designation by the Agent
and each other Seller, such Seller shall select a date, which date shall not be
earlier than 15 Business Days after the date of receipt by the Agent of written
notice of such designation, as such Seller’s “Permissive Seller
Termination Date”; provided that such Permissive Seller Termination may
not occur with respect to a Seller without the written consent of the Agent, on
behalf of the Purchasers, if the aggregate Outstanding Balance of the Seller
Receivables of such Seller exceeds 10% of the aggregate Outstanding Balance of
all Seller Receivables of all Sellers as of the date of the Receivables Report
received immediately prior to the date of such notice to the
Agent.  From and after any Permissive Seller Termination Date, the
Buyer shall cease buying Receivables Assets from the related
Seller.  Each such Seller shall be released as a Seller party hereto
for all purposes and shall cease to be a party hereto on the 91st day
after the date on which there are no amounts payable hereunder by such Seller
and no amounts outstanding with respect to Seller Receivables previously sold by
such Seller to the Buyer, whether such amounts have been collected or written
off in accordance with the Credit and Collection Policy of such
Seller.  Prior to such day, such Seller shall be obligated to perform
its obligations hereunder and under the Transaction Documents to which it is a
party with respect to Seller Receivables previously sold by such Seller to
Buyer, including, without limitation, its obligation to direct the deposit of
Collections into the appropriate Lock-Box Account or Deposit
Account.

       

      (c)           A
terminated Seller shall have no obligation to repurchase any Seller Receivables
previously sold by it to Buyer, but will have continuing obligations with
respect to such Receivables to the extent such obligations arise hereunder or
under any Transaction Document to which such Seller is a party, and shall be
entitled to receive any settlement of any Purchase Price payment pursuant to the
provisions of Article II hereof.

       

      ARTICLE VIII


       

      MISCELLANEOUS

       

      SECTION 8.01             Amendments,
Etc.

       

      No
amendment or waiver of any provision of this Agreement or consent to any
departure by any Seller or the Buyer therefrom shall be effective unless in a
writing and signed by the Agent pursuant to the terms of the Receivables
Purchase Agreement and, in the case of any such waiver or consent, the party
against which the waiver or consent is to be enforced or, in the case of any
such amendment, the Buyer and each Seller, and then such waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which given.  No failure on the part of the Buyer, any Purchaser or
the Agent 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.

       

      SECTION 8.02             Notices,
Etc.

       

      All
notices and other communications hereunder shall, unless otherwise stated
herein, be given in writing or by any telecommunication device capable of
creating a written record (including electronic mail), to each party hereto at
its address set forth under its name on the signature pages hereof, or at such
other address as shall be designated by such party in a notice to the other
parties hereto given as provided herein.  All such notices and
communications shall be effective when received.  Any notice received
after 5:00 P.M. (New York time) on any Business Day shall be taken to have been
received on the next succeeding Business Day.

       

      
        
           


        

        
          27

          
            

          

        

        
           


        

      

       

      SECTION 8.03             Binding Effect;
Assignability.

       

      This
Agreement shall become effective when it shall have been executed by each
Seller, Chemtura, as the Buyer’s Servicer, and Buyer and acknowledged by the
Agent, and thereafter shall be binding upon and inure to the benefit of such
Seller, the Buyer, the Agent, and each other Indemnified Party and their
respective successors and assigns, except that no Seller shall have the right to
assign its rights or obligations hereunder or any interest herein without the
prior written consent of the Buyer and the Agent and each Purchaser, and the
Buyer shall not have the right to assign its rights or obligations hereunder or
any interest herein.  This Agreement shall create and constitute the
continuing obligation of the parties hereto in accordance with its terms, and
shall remain in full force and effect until the Termination Date; provided, however, that rights
and remedies with respect to the provisions of Article VI and
Sections 2.03, 8.04, 8.05, 8.06 and 8.14 shall be continuing and shall
survive any termination of this Agreement.

       

      SECTION 8.04             Costs, Expenses and
Taxes.

       

      (a)           In
addition to the rights of indemnification granted under this Agreement, each
Seller agrees to pay on demand all costs and expenses in connection with the
preparation, execution, delivery and administration (including periodic auditing
of Seller Receivables) of, and searches and filings in respect of, this
Agreement, the other Transaction Documents and the other documents and
agreements to be delivered hereunder or thereunder, and costs and expenses, if
any, incurred by the Buyer under Section 11.05 of the Receivables Purchase
Agreement, including, without limitation, in each case, the reasonable fees and
disbursements of Shearman & Sterling LLP, special counsel for the Agent,
with respect thereto and advising the Agent as to its rights and remedies
hereunder.  Each Seller further agrees to pay on demand all costs and
expenses, if any (including, without limitation, reasonable counsel fees and
disbursements) of each Purchaser, the Agent or any Affiliate thereof, in
connection with the enforcement (whether through negotiations, legal proceedings
or otherwise) of this Agreement, the other Transaction Documents and the other
instruments and documents to be delivered in connection herewith or
therewith.

       

      (b)           In
addition, each Seller agrees to pay any present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies that
arise from any payment made hereunder or from the execution, delivery or
registration of, or otherwise with respect to, this Agreement, any other
Transaction Document, or any other document or instrument delivered in
connection herewith or therewith (but excluding income taxes, such non-excluded
taxes being hereinafter referred to as “Other
Taxes”).  Each Seller shall indemnify each Indemnified Party
for and hold it harmless against the full amount of Other Taxes (including,
without limitation, any taxes imposed by any jurisdiction on amounts payable
under this Section 8.04(b)) imposed on or paid by such Indemnified Party
and any liability (including penalties, additions to tax, interest and expenses)
arising therefrom or with respect thereto whether or not such Other Taxes were
correctly or legally asserted.  This indemnification shall be made
within 30 days from the date such Indemnified Party makes written demand
therefor (with a copy to the Agent).

       

      
        
           


        

        
          28

          
            

          

        

        
           


        

      

       

      SECTION 8.05             Non-Business
Days.

       

      In any
case where any payment or action is due under this Agreement on a day which is
not a Business Day, such payment or action may be made on the next succeeding
Business Day, but such extension of time shall in such case be included in the
computation of payment of interest or fees, as the case may be.

       

      SECTION 8.06             Confidentiality.

       

      Each of
the Sellers and the Buyer agree to keep information obtained by it pursuant
hereto and the other Transaction Documents confidential in accordance with such
Seller’s or the Buyer’s, as the case may be, customary practices and agrees that
it shall only use such information in connection with the transactions
contemplated by this Agreement and not disclose any such information other than
(a) to such Seller’s or the Buyer’s, as the case may be, employees,
representatives and agents that are or are expected to be involved in the
evaluation of such information in connection with the transactions contemplated
by this Agreement and are advised of the confidential nature of such
information, (b) to the extent such information presently is or hereafter
becomes available to such Seller or the Buyer, as the case may be, on a
non-confidential basis from a source other than the Buyer or any Seller,
respectively, (c) to the extent disclosure is required by law, regulation
or judicial order or requested or required by bank regulators or auditors or
(d) to current or prospective assignees, or participants, in each case to
the extent such assignees, participants or grantees agree to be bound by the
provisions of this Section 8.06.

       

      SECTION 8.07             Governing
Law.

       

      This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of New York.

       

      SECTION 8.08             Consent to
Jurisdiction.

       

      (a)           Each
of the Sellers and the Buyer hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of any New York State
court or Federal court of the United States of America sitting in the Borough of
Manhattan, the City of New York, and any appellate court from any thereof, in
any action or proceeding arising out of or relating to this Agreement or any of
the other Transaction Documents to which it is a party, or for recognition or
enforcement of any judgment, and each of the Sellers and the Buyer 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
of the Sellers and the Buyer hereby agrees that service of process in any such
action or proceeding may be effected by mailing a summons and complaint to it at
its address specified in Section 8.02 by registered mail, return receipt
requested, or in any other manner permitted by applicable law.  Each
of the Sellers and the Buyer agrees that a final, non-appealable, 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.  Nothing in this Agreement shall affect any right that any party
may otherwise have to bring any action or proceeding relating to this Agreement
or any of the other Transaction Documents in the courts of any other
jurisdiction.

       

      
        
           


        

        
          29

          
            

          

        

        
           


        

      

       

      (b)           Each
of the Sellers and the Buyer 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 Agreement or any of the other Transaction
Documents to which it is a party in any New York State or Federal
court.  Each of the parties hereto hereby irrevocably waives, to the
fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.

       

      SECTION 8.09             Execution in
Counterparts.

       

      This
Agreement may be executed in any number of counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together
shall constitute one and the same agreement.  Delivery by telecopier
or electronic mail of an executed counterpart of a signature page to this
Agreement shall be effective as delivery of an original executed counterpart of
this Agreement.

       

      SECTION 8.10             Intent of the Parties,
Etc.

       

      As
provided in Section 2.01(b), the parties to this Agreement intend that the
transaction contemplated by this Agreement shall be, and shall be treated as, a
purchase by the Buyer and a sale by each Seller of Receivable Assets and not as
a lending transaction.  In contemplation of the risk that,
notwithstanding the parties’ intent, a court deciding the issue might
recharacterize the Receivable Asset transfers contemplated hereby as a secured
lending transaction (but only for such purpose), the parties agree that if any
Seller shall have taken any action, or suffered any event to occur, of the type
described in Section 7.01(f) of the Receivables Purchase Agreement, all of
the obligations of such Seller under this Agreement shall automatically become
and be due and payable, without presentment, demand, protest or any notice of
any kind, all of which are hereby expressly waived by such Seller.

       

      SECTION 8.11             Entire
Agreement.

       

      This
Agreement and the other Transaction Documents to which the parties hereto are
party contain a final and complete integration of all prior expressions by the
parties hereto with respect to the subject matter hereof and shall constitute
the entire agreement and understanding among the parties hereto with respect to
the subject matter hereof and supersede all prior agreements and understandings,
written or oral, relating to the subject matter hereof.

       

      SECTION 8.12             Severability of
Provisions.

       

      Any
provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof or affecting the validity or enforceability of such provision
in any other jurisdiction.

       

      
        
           


        

        
          30

          
            

          

        

        
           


        

      

       

      SECTION 8.13             Waiver of Jury
Trial.

       

      Each of
the parties hereto 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 this Agreement or any of the other Transaction
Documents or the actions of the Agent or any Indemnified Party in the
negotiation, administration, performance or enforcement hereof or
thereof.

       

      SECTION 8.14             No
Proceedings.

       

      (a)           Each
of the Sellers hereby agrees that it will not institute against the Buyer any
proceeding of the type referred to in Section 7.01(f) of the Receivables
Purchase Agreement so long as there shall not have elapsed one year plus one day
since the later of (i) the Termination Date and (ii) the date upon
which no Capital Investment for any Receivable Interest shall be existing and no
Yield, fees or other amounts remain unpaid under this Agreement and the
Receivables Purchase Agreement.

       

      (b)           Each
of the Sellers and the Buyer hereby agrees that, in connection with this
Agreement and the other Transaction Documents and the transactions contemplated
hereby and thereby, none of the Indemnified Parties shall be liable to the
Sellers or the Buyer (except to the extent of such Indemnified Party’s own gross
negligence or willful misconduct) or have any liability for any special,
indirect, consequential or punitive damages.

      


      [Remainder
of page intentionally left blank.]

       

      
        
           


        

        
          31

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
respective officers thereunto duly authorized, as of the date above
written.

      


      
        
          
            
              	
                      CHEMTURA
      CORPORATION,

                    
	
                        
      as a Seller and as Buyer’s Servicer

                    
	 
      	 
      
	
                      By:

                    	
                      /s/ Stephen Forsyth

                    
	 
      	
                      Name: 
      Stephen Forsyth

                    
	 
      	
                      Title:   
      CFO and EVP

                    
	 
      	 
      
	 
      	
                      Address:

                    
	 
      	
                      199
      Benson Road

                    
	 
      	
                      Middlebury,
      CT 06749

                    
	 
      	 
      
	 
      	
                      Attention:
      Carol V. Anderson

                    
	 
      	 
      
	 
      	
                      Telephone
      No.:  (203) 573-3196

                    
	 
      	
                      Telecopier
      No.:  (203) 573
2275

                    


            

          

        

      

       

      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              	
                      GREAT
      LAKES CHEMICAL

                    
	
                      CORPORATION, as a
      Seller

                    
	 
      	 
      
	
                      By:

                    	
                      /s/ Carol V. Anderson

                    
	 
      	
                      Name: 
      Carol V. Anderson

                    
	 
      	
                      Title:   
      Treasurer

                    
	 
      	 
      
	 
      	
                      Address:

                    
	 
      	
                      199
      Benson Road

                    
	 
      	
                      Middlebury,
      CT 06749

                    
	 
      	 
      
	 
      	
                      Attention:
      Carol V. Anderson

                    
	 
      	 
      
	 
      	
                      Telephone
      No.:  (203) 573-3196

                    
	 
      	
                      Telecopier
      No.:  (203) 573
2275

                    


            

          

        

      

       

      
        
           


        

        
          A-1

          
            

          

        

        
           


        

      

       

      
        
          
            	
                    GLCC LAUREL, LLC, as a
      Seller

                  
	 
      	 
      
	
                    By:

                  	
                    /s/ Billie S. Flaherty

                  
	 
      	
                    Name: 
      Billie S. Flaherty

                  
	 
      	
                    Title:   
      Vice President

                  
	 
      	 
      
	 
      	
                    Address:

                  
	 
      	
                    199
      Benson Road

                  
	 
      	
                    Middlebury,
      CT 06749

                  
	 
      	 
      
	 
      	
                    Attention:
      Carol V. Anderson

                  
	 
      	 
      
	 
      	
                    Telephone
      No.:  (203) 573-3196

                  
	 
      	
                    Telecopier
      No.:  (203) 573
2275

                  


          

        

      


      
        
           


        

        
          A-1

          
            

          

        

        
           


        

      

       

      
        
          	
                  BIO-LAB, INC., as a
      Seller

                
	 
      	 
      
	
                  By:

                	
                  /s/ Carol V. Anderson

                
	 
      	
                  Name: 
      Carol V. Anderson

                
	 
      	
                  Title:   
      Treasurer

                
	 
      	 
      
	 
      	
                  Address:

                
	 
      	
                  1735
      North Brown Road

                
	 
      	
                  Lawrenceville,
      GA 30043

                
	 
      	 
      
	 
      	
                  Attention:
      Carol V. Anderson

                
	 
      	 
      
	 
      	
                  Telephone
      No.:  (203) 573-3196

                
	 
      	
                  Telecopier
      No.:  (203) 573
2275

                


        

      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        
          
            
              
                
                  	
                          CHEMTURA
      RECEIVABLES LLC,

                        
	
                          as
      Buyer

                        
	 
	
                          By:
      CHEMTURA CORPORATION,

                        
	
                          As
      Member

                        
	 
      	 
      
	
                          By:

                        	
                          /s/ Stephen Forsyth

                        
	 
      	
                          Name: 
      Stephen Forsyth

                        
	 
      	
                          Title:   
      CFO and EVP

                        
	 
      	 
      
	 
      	
                          Address:

                        
	 
      	
                          199
      Benson Road

                        
	 
      	
                          Middlebury,
      CT 06749

                        
	 
      	 
      
	 
      	
                          Attention:
      Carol V. Anderson

                        
	 
      	 
      
	 
      	
                          Telephone
      No.:  (203) 573-3196

                        
	 
      	
                          Telecopier
      No.:  (203) 573
2275

                        


                

              

            

          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Acknowledged
as of the date first above written:

       

      
        
          	
                  CITICORP USA, INC.,

                
	
                  as
      Agent

                
	 
      	 
      
	
                  By:

                	
                  /s/ David Jaffe

                
	 
      	
                  Name: 
      David Jaffe

                
	 
      	
                  Title:   
      Vice President

                
	 
      	 
      
	 
      	
                  390
      Greenwich Street

                
	 
      	
                  1st
      Floor

                
	 
      	
                  New
      York, New York  10013

                
	 
      	 
      
	 
      	
                  Attention:  David
      Jaffe

                
	 
      	 
      
	 
      	
                  Telephone
      No.:  (212) 723-4820

                
	 
      	
                  Telecopier
      No.:  (212)
723-8721