Unassociated Document


    
      EXECUTION
VERSION

       

      WAIVER
AND AMENDMENT NO. 2 TO THE

      AMENDED
AND RESTATED CREDIT AGREEMENT

       

      Dated as of December 30,
2008                       


       

      WAIVER AND AMENDMENT NO. 2 TO THE
AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) among
Chemtura Corporation, a Delaware corporation (the “Company”), the
guarantors party thereto (the “Guarantors”), the
banks, financial institutions and other institutional lenders party to the
Credit Agreement referred to below (collectively, the “Lenders”) and
Citibank, N.A., as agent (the “Agent”) for the
Lenders.

       

      PRELIMINARY
STATEMENTS:

       

      (1)           The
Company, the Guarantors, the Lenders and the Agent have entered into an Amended
and Restated Credit Agreement dated as of July 31, 2007, as amended by Amendment
No. 1 to the Amended and Restated Credit Agreement dated as of September 30,
2007 (as so amended, the “Credit
Agreement”).  Capitalized terms not otherwise defined in this
Amendment have the same meanings as specified in the Credit
Agreement.

       

      (2)           The
Company has requested that the Lenders agree to waive certain provisions of the
Credit Agreement and further amend the Credit Agreement as hereinafter set
forth.  The Required Lenders are, on the terms and conditions stated
below, willing to grant the request of the Company and the Company, the
Guarantors and the Required Lenders have agreed to waive certain provisions of
the Credit Agreement and amend the Credit Agreement as hereinafter set
forth.

       

      SECTION
1.   Waiver. 
Effective as of the date hereof and subject to the satisfaction of the
conditions precedent set forth in Section 4, the Lenders hereby
waive:

       

      (a)          
for the period commencing December 30, 2008 and expiring March 30, 2009 (the
“Waiver
Period”):

       

      (i)           the
requirements of Section 5.03(a) and Section 5.03(b) of the Credit Agreement;
and

       

      (ii)         any
requirement for the Company to make the representation and warranty set forth in
the last sentence of Section 4.01(g)(i) of the Credit Agreement.

       

      (b)          for
the period commencing March 12, 2008 and expiring December 30,
2008:

       

      (i)           the
requirements of Section 5.01(j)(i) and (iii) that the Company cause GLCC Laurel,
LLC and Laurel Industries Holdings Inc. to execute a guaranty supplement and a
security agreement supplement; and

       

      (ii)          the
requirements of Section 5.01(i)(iv) that the Company report to the Agent the
existence of the Default resulting from the Company’s failure to cause GLCC
Laurel, LLC and Laurel Industries Holdings Inc. to execute a guaranty supplement
and a security agreement supplement.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      SECTION
2.    Waiver Period Amendments to
the Credit Agreement.  The
Credit Agreement is, effective as of the date hereof and subject to the
satisfaction of the conditions precedent set forth in Section 4, hereby
amended for the duration of the Waiver Period as follows:

       

      (a)           The
definition of “Applicable Margin” in Section 1.01 is amended in full to read as
follows:

       

      “Applicable Margin”
means, for Base Rate Advances, 2.60% per annum, and for Eurocurrency Rate
Advances, Bankers’ Acceptances and BA Equivalent Notes, 3.60%.

       

      (b)           The
definition of “Applicable Percentage” in Section 1.01 is amended in full to read
as follows:

       

      “Applicable
Percentage” means 1.00% per annum.

       

      (c)           The
first sentence of Section 2.01(a) is amended by inserting the following proviso
at the end thereof:

       

      provided that no
Lender shall make any Advance to any Borrower under this Section 2.01(a) on any
day: (i) during the period commencing December 30, 2008 and ending December 31,
2008, to the extent that the aggregate principal amount of all Advances pursuant
to this Section 2.01(a) and outstanding on such day plus the aggregate Face
Amount of Bankers’ Acceptances purchased and BA Equivalents Notes purchased
pursuant to Section 2.01(c) and outstanding on such day exceeds $180,000,000,
(ii) during the period commencing January 1, 2009 and ending January 31, 2009,
to the extent that the aggregate principal amount of Advances made pursuant to
this Section 2.01(a) and outstanding on such day plus the aggregate Face Amount
of  Bankers’ Acceptances purchased and BA Equivalents Notes purchased
pursuant to Section 2.01(c) and outstanding on such day exceeds $195,000,000 and
(iii) during the period commencing February 1, 2009 and ending March 30, 2009,
to the extent that the aggregate principal amount of Advances made pursuant to
this Section 2.01(a) and outstanding on such day plus the aggregate Face Amount
of  Bankers’ Acceptances purchased and BA Equivalents Notes purchased
pursuant to Section 2.01(c) and outstanding on such day exceeds
$190,000,000.

       

      (d)           Section
2.01(b) is amended by inserting the following proviso at the end
thereof:

       

      provided further that
no Issuing Bank shall issue any Letter of Credit for the account of any Borrower
on any day during the period commencing December 30, 2008 and ending March 30,
2009 to the extent that the aggregate Available Amount of all Letters of Credit
issued pursuant to this Section 2.01(b) and outstanding on such day exceeds
$97,000,00.

       

      (e)           Section
2.01(c) is amended by inserting the following proviso at the end
thereof:


      
        
           


        

        
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      provided further that
no Canadian Lender shall purchase any Bankers’ Acceptance or make any BA
Equivalents Advance to any Borrower under this Section 2.01(c) on any day: (i)
during the period commencing December 30, 2008 and ending December 31, 2008, to
the extent that the aggregate principal amount of Advances made pursuant to
Section 2.01(a) and outstanding on such day plus the aggregate Face Amount of
Bankers’ Acceptances purchased and BA Equivalents Notes purchased pursuant to
this Section 2.01(c) and outstanding on such day exceeds $180,000,000, (ii)
during the period commencing January 1, 2009 and ending January 31, 2009, to the
extent that the aggregate principal amount of Advances made pursuant to Section
2.01(a) and outstanding on such day plus the aggregate Face Amount of Bankers’
Acceptances purchased and BA Equivalents Notes purchased pursuant to this
Section 2.01(c) and outstanding on such day exceeds $195,000,000 and (iii)
during the period commencing February 1, 2009 and ending March 30, 2009, to the
extent that the aggregate principal amount of Advances made pursuant to Section
2.01(a) and outstanding on such day plus the aggregate Face Amount of Bankers’
Acceptances purchased and BA Equivalents Notes purchased pursuant to this
Section 2.01(c) and outstanding on such day exceeds $190,000,000.

       

      (f)           Section
2.05 is amended by inserting the following new proviso at the end
thereof:

       

      provided further that
the Commitments shall be automatically and permanently reduced, on a pro rata
basis, on each date on which prepayment of Advances is required to be made
pursuant to Section 2.10(b)(iii) in an amount equal to the amount of such
prepayment.

       

      (g)           Section
2.10(b) is amended by inserting the following new subsection (iii):

       

      (iii) The
Company shall, no later than one Business Day after it or any of its
Subsidiaries receives cash proceeds from a sale, lease, transfer or other
disposal of any assets made pursuant to Section 5.02(f)(ix), or from the grant
of any option or other right to purchase, lease or otherwise acquire any assets
pursuant to Section 5.02(f)(ix), prepay an aggregate principal amount of the
Advances comprising part of the same Borrowings in an amount equal to the amount
of such proceeds (after deductions for costs, expenses, fees and taxes in
connection with such disposal or grant of option); provided that the
Company shall not be required to prepay the first $1,000,000 of any such
aggregate proceeds it receives.

       

      (h)           Section
2.18 is deleted in its entirety and the phrase “[Intentionally Omitted]” is
substituted therefor.

       

      (i)           Section
5.01(i)(ii) is amended by deleting therefrom the phrase “without any going
concern qualification”.

       

      (j)           Section
5.01(k) is amended by inserting the following new sentence at the end
thereof:

       

      Also, no
later than January 15, 2009, the Company shall provide a 13-week rolling cash
forecast for the Company and its Subsidiaries to Capstone Advisory Group, LLC;
provided that
the Agent may agree, in its sole discretion, that such forecast may be provided
on a later date being on or before January 31, 2009.

       

      
        
           


        

        
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      (k)           
Section 5.02(a)(vi) is amended in full to read as follows:

       

      (vi)
other Liens (A) incurred on or prior to December 30, 2008 securing obligations
in an aggregate principal amount not to exceed $200,000,000 at any time
outstanding, (B) incurred by the Company or its domestic Subsidiaries after
December 30, 2008 securing obligations in an aggregate principal amount not to
exceed $1,000,000 at any time outstanding and (C) incurred by the Company’s
foreign Subsidiaries after December 30, 2008 securing obligations in an
aggregate principal amount not to exceed $2,000,000 at any time
outstanding.

       

      (l)          
  Section 5.02(a)(vii) is amended in full to read as
follows:

       

      (vii)
Liens securing Hedge Agreements incurred on or prior to December 30, 2008 (and
Hedge Agreements replacing such Hedge Agreements on substantially similar terms)
in an aggregate principal amount not to exceed $10,000,000 at any time
outstanding.

       

      (m)          The
first sentence of Section 5.02(d) is amended in full to read as
follows:

       

      Create or
suffer to exist, or permit any of its Subsidiaries to create or suffer to exist,
any Debt other than:

       

      (n)           The
following new Sections 5.02(d)(x) and (xi) are inserted at the end of Section
5.02(d):

       

      (x) Debt
existing on December 30, 2008.

       

      (xi) Debt
incurred under the facilities listed on Schedule 5.02(d)(xi)
hereto.

       

      (o)           Section
5.02(f)(ix) is amended in full to read as follows:

       

      (ix)
sales of assets for fair value in an aggregate amount not to exceed $10,000,000
in the period commencing December 30, 2008 and ending March 30,
2009.

       

      (p)           Sections
5.02(g) is amended by:

       

      (i)           deleting
clause (vii) thereof in its entirety and substituting the phrase “[Intentionally
Omitted]” therefor.

       

      (ii)           deleting
the first sentence of clause (viii) thereof and substituting therefor the
following:

       

      
        
           


        

        
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      if, prior
to December 30, 2008, the Company or any of its Subsidiaries has committed to
make Investments in one or more joint ventures, the Company or such Subsidiary,
as applicable, shall be permitted to make such Investments; provided that, with
respect to each Investment made after the date hereof pursuant to this clause
(viii):

       

      (iii)           inserting
the following at the beginning of clause (viii)(C)(2) thereof:

       

      other
than during the period commencing December 30, 2008 and ending March 30,
2009,

       

      (q)           The
following new Section 5.02(n) is inserted at the end of Section
5.02:

       

      (n)           Restricted
Payments.  Declare or pay any dividends, purchase, redeem,
retire, defease or otherwise acquire for value any of its equity interests now
or hereafter outstanding, return any capital to its stockholders, partners or
members (or the equivalent Persons thereof) as such, make any distribution of
assets, equity interests, obligations or securities to its stockholders,
partners or members (or the equivalent Persons thereof) as such, or permit any
of its Subsidiaries to do any of the foregoing with respect to the equity
interests of the Company, except that:

       

      (i)
equity interests in the Company may be retired and reissued or amended as part
of a stock or other equity interest exchange; and

       

      (ii) the
Company may acquire equity interests in the Company to the extent such equity
interests were surrendered by an employee of the Company in order to meet tax
liabilities following a distribution of restricted stock or other
equity.

       

      Upon the
expiration of the Waiver Period, the amendments set forth in this Section 2
shall cease to have effect, and the provisions so amended shall revert to the
form set forth in the Credit Agreement immediately prior to the execution of
this Amendment and as amended by Section 3 of this Amendment.

       

      SECTION
3.   Permanent Amendments to
Credit Agreement.  The
Credit Agreement is, effective as of the date hereof and subject to the
satisfaction of the conditions precedent set forth in Section 4, hereby
amended as follows:

       

      (a)           The
definition of “Loan Documents” is amended by deleting subsections (d) and (e)
thereof and substituting therefor the following:

       

      (d) the
Collateral Documents and (e) solely for the purposes of the Guaranties and the
Collateral Documents, the Guaranteed Hedge Agreements, in each case as
amended.

       

      (b)           The
following new definition of “Permitted Receivables Securitization” is inserted
in proper alphabetical order:

       

      “Permitted Receivables
Securitization” means any receivables securitization or purchase program
which is permitted under Section 5.02(a)(v) of this Agreement.


      
        
           


        

        
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      (c)           The
definition of “Security Period” in
Section 1.01 is deleted in its entirety:

       

      (d)           The
following new Section 1.04 is inserted at the end of Article I:

       

      Section
1.04    Currency
Equivalents.  Wherever in this Agreement an amount of Debt is
expressed in Dollars, but such Debt is denominated in a currency other than
Dollars, the amount of such Debt shall be the relevant currency equivalent of
such Dollar amount (rounded to the nearest unit of such other currency, with 0.5
of a unit being rounded upward), as reasonably determined by the
Agent.  The currency equivalent shall be determined by the Agent on
the basis of the spot rate for the purchase by it of such currency with Dollars
through its principal foreign exchange trading office at approximately 11:00
a.m. on the date two Business Days prior to the date as of which the foreign
exchange computation is made.

       

      (e)           Section
2.05 is amended by inserting the following new proviso at the end
thereof:

       

      provided further that
notwithstanding anything in this Section 2.05 to the contrary, if the Company,
any Loan Party or any of their domestic Subsidiaries enters into a Permitted
Receivables Securitization between December 30, 2008 and March 30, 2009, the
Commitment of any Lender who commits to such Permitted Receivables
Securitization will be reduced on the date of closing of such Permitted
Receivables Securitization by the amount of such Lender’s allocated commitment
to the Permitted Receivables Securitization.  To the extent that any
Commitment reduced in accordance with this proviso is not an Unused Commitment,
(a) the Company shall prepay the outstanding principal amount of Advances and
cash collateralize outstanding Bankers’ Acceptances and BA Equivalent Notes in
accordance with Section 2.19(n) and (b) the Lenders shall make Advances
requested by the Company in accordance with the terms of this Agreement, such
that the aggregate amount of the outstanding Advances owing to each Lender after
giving effect to such distribution and Advances equals such Lender’s ratable
portion of the Borrowings then outstanding (calculated based on its Commitment
as a percentage of the aggregate Commitments outstanding after giving effect to
the relevant Commitment reduction).  The Company acknowledges that, in
order to maintain Advances in accordance with each Lender’s ratable share
thereof, a reallocation of the Commitments as a result of a non-pro-rata
reduction in the aggregate Commitments may require prepayment of all or portions
of certain Advances on the date of such reduction (and any such prepayment shall
be subject to the provisions of Section
9.04(c)).

       

      (f)           Section
2.15 is amended by inserting the following new proviso at the end of the first
sentence thereof:

       

      provided further that
this Section 2.15 shall not apply to any payment received by any Lender in
connection with a reduction of Commitments in accordance with the second proviso
to Section 2.05.

       

      (g)           The
following new Section 3.03(c) is inserted at the end of Section
3.03:


      
        
           


        

        
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      (c) The
Company shall have fully utilized any Permitted Receivables Securitization to
which the Company, any domestic Loan Party, or any of their domestic
Subsidiaries is party.

       

      (h)           Section
5.01(j) is amended by:

       

      (i)         
   deleting the first sentence thereof, and substituting the
following therefor:

       

      Upon the
formation or acquisition of any new direct or indirect Subsidiaries by any Loan
Party, then at the Company’s expense:

       

      (ii)           
deleting subsection (i)(C) thereof, and substituting the following
therefor:

       

      (C) a special purpose entity formed in
connection with a Permitted Receivables Transaction.

       

      (iii)           deleting
subsection (ii) thereof in its entirety and substituting the phrase
“[Intentionally Omitted]” therefor.

       

      (iv)           deleting
subsection (iii) thereof, and substituting the following therefor:

       

      (iii) (A)
within 30 days after such formation or acquisition of any new Subsidiary, duly
execute and deliver, and cause each of its Subsidiaries other than Excluded
Subsidiaries holding equity interests in such new Subsidiary to duly execute and
deliver, a “Pledge and Security Agreement Supplement” (as such term is defined
in the Second Amended and Restated Pledge Agreement dated as of December 30,
2008 made by the Borrower and the Pledgors referred to therein, as such
agreement may be further amended, amended and restated, modified or otherwise
supplemented) creating liens on the Company’s or such Subsidiary’s equity
interests in such new Subsidiary; provided that (1) the
stock of such new Subsidiary shall not be required to be pledged to the extent
held by a CFC or a CFC Holdco and (2) if such new Subsidiary is a CFC or a CFC
Holdco, no more than 66% of the equity interests in such new Subsidiary shall be
pledged in favor of the Agent and the Lenders and (B) within 30 days after such
formation or acquisition of any new Subsidiary that is not an Excluded
Subsidiary, cause such new Subsidiary to duly execute and deliver, a “Pledge and
Security Agreement Supplement” creating liens on the inventory of such new
Subsidiary.

       

      (v)           deleting
the phrase “or the commencement of the Security Period, as the case may be” from
subsection (iv) thereof.

       

      (vi)           deleting
the final sentence thereof in its entirety.

       

      (i)           Section
5.02(a)(v) is amended by deleting each reference therein to “receivables
securitization programs” and substituting therefor a reference to “receivables
securitization or purchase programs”.


      
        
           


        

        
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      (j)            
Section 5.02(d)(iv) is amended in full to read as follows

       

      (iv) Debt arising in connection with
Permitted Receivables Securitizations.

       

      (k)      
     Section 5.02(i) is amended by inserting the
following new clause (G) at the end thereof:

       

      (G)
agreements in connection with Permitted Receivables Securitizations relating to
the receivables forming part of such programs.

       

      (l)       
     The following new Section 5.02(m) is inserted at
the end of Section 5.02:

       

      (m)           Hold,
nor will it permit any Loan Party to hold, cash (other than cash to be used for
the payment of payroll and other employee benefits payable to employees of such
Loan Party or its Subsidiaries) in an aggregate amount of more than $500,000 in
any deposit account other than a deposit account held with Citibank, N.A. (or
one of its Affiliates) or a deposit account subject to an account control
agreement (in form and substance reasonably acceptable to the Agent) in favor of
the Agent.

       

      (m)           The
following new Sections 6.01(j) and (k) are inserted at the end of Section
6.01:

       

      (j) any
“Event of Termination”, as such term is defined in any Permitted Receivables
Securitization to which the Company, any Loan Party, or any of their
Subsidiaries is party, shall occur and continue after the applicable grace
period, if any, specified in the agreements relating to such Permitted
Receivables Securitization; or

       

      (k) the
Company shall fail to enter into a Permitted Receivables Securitization with
commitments of at least $100,000,000 on or before January 30, 2009;

       

      (n)           Section
9.01(g) is amended by deleting therefrom the phrase “during the Security
Period”.

       

      SECTION
4.    Conditions to Effectiveness;
Post-Closing Conditions.  (a)
This Amendment shall become effective as of the date first above written when,
and only when, each of the conditions set forth in this Section 4 shall have
been fulfilled to the satisfaction of the Agent.  This Amendment is
subject to the provisions of Section 9.01 of the Credit Agreement.

       

      (i)           The
Agent shall have received, each dated as of the date hereof and in form and
substance reasonably satisfactory to the Agent:

       

      (A)           counterparts
of this Amendment executed by the Company, each Guarantor and the Required
Lenders or, as to any of the Lenders, advice satisfactory to the Agent that such
Lender has executed this Amendment;


      
        
           


        

        
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      (B)           counterparts
of the Second Amended and Restated Pledge and Security Agreement executed by the
Company and each Pledgor, together with proper financing statements in form
appropriate for filing under the Uniform Commercial Code of all jurisdictions
that the Agent may deem necessary or desirable in order to perfect and protect
the liens and security interests created under the Second Amended and Restated
Pledge and Security Agreement, covering the Collateral described in the Second
Amended and Restated Pledge and Security Agreement.

       

      (C)           certified
copies of the resolutions of the board of directors (or similar governing body)
of each Loan Party approving the execution of this Amendment, and of all
documents evidencing other necessary corporate action and governmental
approvals, if any, with respect to this Amendment;

       

      (D)           pro
forma financial statements as to the Company and forecasts prepared by
management of the Company of balance sheets, income statements and cash flow
statements on a monthly basis through June 30, 2009;

       

      (E)           a
written acknowledgment and consent acknowledging that the Agent, on behalf of
the Lenders, has retained Capstone Advisory Group, LLC for ongoing analysis
advisory services with respect to modifications and amendments to the Loan
Documents; and

       

      (F)           a
favorable opinion of Skadden, Arps, Meagher & Flom LLP, counsel for the
Company.

       

      (ii)           The
Company shall have permanently reduced the Unused Commitments in accordance with
Section 2.05 of the Credit Agreement (except that only one Business Day’s notice
need be given of any such reduction), such that the aggregate amount of
remaining Commitments under the Credit Agreement shall be
$500,000,000.

       

      (b)           After
this Amendment shall have become effective, the Company shall, no later than the
date hereof, have paid:

       

      (i)           to
the Agent a fee for the account of each Lender that has executed this Amendment
before 5:00 p.m. (New York time) on December 29, 2008 (each, an “Approving Lender”) in
an amount equal to 0.50% of the aggregate Revolving Credit Commitments (after
giving effect to the reduction of Commitments contemplated by Section 4(b)
above) of the Approving Lenders; and

       

      (ii)           all
accrued fees and expenses of the Agent (including the accrued and invoiced
reasonable fees and expenses of Capstone Advisory Group, LLC and counsel to the
Agent) which fees and expenses shall be invoiced on the Business Day prior to
the date hereof.


      
        
           


        

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

       

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

       

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

       

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

       

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


      
        
           


        

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

       

      (f)           The
representations and warranties contained in Section 4.01 of the Credit Agreement
(other than the representation and warranty set forth in the final sentence of
Section 4.01(g)(i)) are correct in all material respects on and as of the date
hereof, before and after giving effect to this Amendment, as though made on and
as of the date hereof (it being understood and agreed that any representation or
warranty which by its terms is made as of a specified date shall be required to
be true and correct in all material respects only as of such specified
date).

       

      (g)           After
giving effect to this Amendment, no event has occurred and is continuing that
constitutes a Default.

       

      SECTION
6.    Reference to and Effect on
the Credit Agreement and the Loan Documents.  (a)  On
and after the effectiveness of this Amendment, each reference in the Credit
Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import
referring to the Credit Agreement, and each reference in the Notes and each of
the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or
words of like import referring to the Credit Agreement, shall mean and be a
reference to the Credit Agreement, as amended by this Amendment.

       

      (b)           The
Credit Agreement and the Notes and each of the other Loan Documents, as
specifically amended by this Amendment, are and shall continue to be in full
force and effect and are hereby in all respects ratified and
confirmed.

       

      (c)           The
execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of
any Lender or the Agent under the Credit Agreement or any other Loan Document,
nor constitute a waiver of any provision of the Credit Agreement or any other
Loan Document.

       

      (d)           The
Company and each Guarantor hereby confirms, acknowledges and agrees that (a) as
of December 30, 2008, the Company is truly and justly indebted to the Lenders,
without defense, counterclaim or offset of any kind, in respect of Advances and
Letters of Credit under the Credit Agreement, in a principal amount equal to
$262,845,746 plus accrued and unpaid interest and (b) the Secured Obligations
are secured by valid, perfected, enforceable, liens and security interests
granted by the Company and the Guarantors to the Agent (for the benefit of the
Lenders) upon all of the Collateral.

       

      
        
           


        

        
          11

          
            

          

        

        
           


        

      

       

      SECTION
7.    Costs and
Expenses.  The
Company agrees to pay on demand all costs and expenses of the Agent in
connection with the preparation, execution, delivery and administration,
modification and amendment of this Amendment and the other instruments and
documents to be delivered hereunder (including, without limitation, the
reasonable fees and expenses of Capstone Advisory Group, LLC and counsel for the
Agent) in accordance with the terms of Section 9.04 of the Credit
Agreement.

       

      SECTION
8.    Execution in
Counterparts.  This
Amendment may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute but one and
the same agreement.  Delivery of an executed counterpart of a
signature page to this Amendment by telecopier shall be effective as delivery of
a manually executed counterpart of this Amendment.

       

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

       

      
        
           


        

        
          12

          
            

          

        

        
           


        

      

    

     

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

     

    
      
        
          
            
              
                	
                        CHEMTURA
      CORPORATION

                      
	 
      	 
      
	
                        By:

                      	
                        /s/
      Stephen C. Forsyth

                      
	
                        Name:
      Stephen C. Forsyth

                      
	
                        Title:
      Chief Financial Officer

                      
	 
      
	
                        A
      & M CLEANING PRODUCTS, LLC

                      
	
                        AQUA
      CLEAR INDUSTRIES, LLC

                      
	
                        ASCK,
      INC.

                      
	
                        ASEPSIS,
      INC.

                      
	
                        BIOLAB
      COMPANY STORE, LLC

                      
	
                        BIOLAB
      FRANCHISE COMPANY, LLC

                      
	
                        BIOLAB
      TEXTILE ADDITIVES, LLC

                      
	
                        BIO-LAB,
      INC.

                      
	
                        CNK
      CHEMICAL REALTY CORPORATION

                      
	
                        CROMPTON
      COLORS INCORPORATED

                      
	
                        CROMPTON
      HOLDING CORPORATION

                      
	
                        CROMPTON
      MONOCHEM, INC.

                      
	
                        GLCC
      LAUREL, LLC

                      
	
                        GREAT
      LAKES CHEMICAL CORPORATION

                      
	
                        GREAT
      LAKES CHEMICAL GLOBAL, INC.

                      
	
                        GT
      SEED TREATMENT, INC.

                      
	
                        HOMECARE
      LABS, INC.

                      
	
                        ISCI,
      INC.

                      
	
                        LAUREL
      INDUSTRIES HOLDINGS, INC.

                      
	
                        KEM
      MANUFACTURING CORPORATION

                      
	
                        MONOCHEM,
      INC.

                      
	
                        NAUGATUCK
      TREATMENT COMPANY

                      
	
                        RECREATIONAL
      WATER PRODUCTS, INC.

                      
	
                        UNIROYAL
      CHEMICAL COMPANY LIMITED 

                        (DELAWARE)

                      
	
                        WEBER
      CITY ROAD LLC

                      
	
                        WRL
      OF INDIANA, INC.

                      
	 
      	 
      
	
                        By:

                      	
                        /s/
      Carol V. Anderson

                      
	
                        Name:  Carol
      V. Anderson

                      
	
                        Title:  Treasurer

                      


              

            

             

            Chemtura
Amendment No. 2

              
                
                   


                

                
                   


                  
                    

                  

                

                
                   


                

              

            

             

          

        

      

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Accepted
      and agreed:

                                  
	 
      
	 
      
	
                                    CITIBANK,
      N.A.,

                                  
	
                                    as
      Agent and as a Lender

                                  
	 
      
	 
      
	
                                    By:

                                  	/s/
      Joronne Jeter
	
                                    Name:
      Joronne
      Jeter

                                  
	
                                    Title:
      Vice President

                                  
	 
      
	
                                    BANK
      OF AMERICA, N.A.,

                                  
	as
      a Lender
	 
      
	
                                    By:

                                  	/s/
      Edwin B. Cox, Jr.
	
                                    Name:
      Edwin
      B. Cox, Jr.

                                  
	
                                    Title:
      Senior Vice President

                                  
	 
      
	
                                    ABN
      AMRO BANK N.V.,

                                  
	as
      a Lender
	 
      
	
                                    By:

                                  	/s/
      Michele Costello
	
                                    Name:
      Michele
      Costello

                                  
	
                                    Title:
      Director

                                  
	 
      	 
      
	
                                    By:

                                  	/s/
      Nick Zorin
	
                                    Name:
      Nick
      Zorin

                                  
	
                                    Title:
      Assistant Vice President

                                  
	 
      
	
                                    CREDIT
      SUISSE, CAYMAN ISLANDS

                                    BRANCH

                                  
	 
      	 
      
	
                                    By:

                                  	/s/
      Karl Studer
	
                                    Name:
      Karl
      Studer

                                  
	
                                    Title:
      Director

                                  
	 
      	 
      
	
                                    By:

                                  	/s/
      Jay Chall
	
                                    Name:
      Jay
      Chall

                                  
	
                                    Title:
      Director

                                  
	 
      	 
      


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    Chemtura
Amendment No. 2

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	
                                                THE
      ROYAL BANK OF SCOTLAND

                                                PLC,
      as a Lender

                                              
	 
      	 
      
	
                                                By:

                                              	/s/
      Philippe Sandmeier
	
                                                Name:
      Philippe
      Sandmeier

                                              
	
                                                Title:
      Managing Director

                                              
	 
      	 
      
	
                                                WACHOVIA
      BANK, NATIONAL

                                                ASSOCIATION

                                              
	 
      	 
      
	
                                                By:

                                              	/s/
      D. Paul Hulbert III
	
                                                Name:
      D.
      Paul Hulbert III

                                              
	
                                                Title:
      Vice President

                                              
	 
      	 
      
	
                                                CALYON
      NEW YORK BRANCH,

                                              
	as
      a Lender
	 
      	 
      
	
                                                By:

                                              	/s/
      Pamela Donnelly
	
                                                Name:
      Pamela
      Donnelly

                                              
	
                                                Title:
      Director

                                              
	 
      	 
      
	By:	/s/
      Ghislain Descamps
	Name:
      Ghislain
      Descamps
	Title:
      Director
	 	 
	
                                                DEUTSCHE
      BANK AG NEW YORK

                                                BRANCH

                                              
	 
      	 
      
	
                                                By:

                                              	/s/
      Marcus Tarkington
	
                                                Name:
      Marcus
      Tarkington

                                              
	
                                                Title:
      Director

                                              
	 
      	 
      
	
                                                By:

                                              	/s/
      Rainer Meier
	
                                                Name:
      Rainer
      Meier

                                              
	
                                                Title:
      Vice President

                                              
	 
      	 
      
	
                                                ING
      CAPITAL LLC

                                              
	 
      
	
                                                By:

                                              	/s/
      Pim Rothweiler
	
                                                Name:
      Pim
      Rothweiler

                                              
	
                                                Title:
      Director

                                              
	 
      	 
      
	
                                                SUMITOMO
      MITSUI BANKING

                                                CORP.,
      NEW YORK

                                              
	 
      
	
                                                By:

                                              	/s/
      Hiro Hyakutome
	
                                                Name:
      Hiro
      Hyakutome

                                              
	
                                                Title:
      General
Manager

                                              


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
       

      Chemtura
Amendment No. 2

        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      	
                              INTESA
      SANPAOLO SpA - NEW

                              YORK
      BRANCH (formerly known as

                              Banca
      Intesa)

                            
	 
      
	
                              By:

                            	/s/
      John J. Michalisin
	
                              Name:
      John
      J. Michalisin

                            
	
                              Title:
      First Vice President

                            
	 
      	 
      
	
                              By:

                            	/s/
      Gianluca Corrias
	
                              Name:
      Gianluca
      Corrias

                            
	
                              Title:
      Executive Vice President & Branch Manager

                            
	 
      	 
      
	
                              BNP
      PARIBAS

                            
	 
      
	
                              By:

                            	/s/
      Michael Kowalczuk
	
                              Name:
      Michael Kowalczuk

                            
	
                              Title:
      Vice President

                            
	 
      	 
      
	By:	/s/
      Melissa Balley
	Name:
      Melissa
      Balley
	Title:
      Vice
      President
	 	 
	 	 
	
                              BANK
      OF TOKYO-MITSUBISHI UFJ

                              TRUST
      COMPANY, f.k.a. BANK OF

                              TOKYO-MITSUBISHI
      TRUST

                              COMPANY

                            
	 
      
	
                              By:

                            	/s/
      Maria Iarriccio
	
                              Name:
      Maria
      Iarriccio

                            
	
                              Title:
      Vice President

                            
	 
      	 
      
	 	 
	THE
      BANK OF TOKYO-MITSUBISHI
	UFJ,
      LTD.
	 	 
	By:	/s/
      Maria Iarriccio
	Name:
      Maria
      Iarriccio
	

                              Title:
      Vice President

                            
	 
      	 
      
	 	 
	
                              COMMERZBANK
      AG, NEW YORK

                              AND
      GRAND CAYMAN BRANCHES

                            
	 
      
	
                              By:

                            	/s/
      Robert S. Taylor, Jr.
	
                              Name:
      Robert
      S. Taylor, Jr.

                            
	
                              Title:
      Senior Vice President

                            
	 
      	 
      
	
                              By:

                            	/s/
      Christopher Winthrop
	
                              Name:
      Christopher
      Winthrop

                            
	
                              Title:
      Vice
President

                            


                    

                  

                

              

            

          

        

      

    

     

    
      Chemtura
Amendment No. 2

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            
              	
                      THE
      NORTHERN TRUST COMPANY,

                    
	as
      a Lender
	 
      
	
                      By:

                    	/s/
      Tamara M. Dowd
	
                      Name:
      Tamara
      M. Dowd

                    
	
                      Title:
      Vice
President

                    


            

          

        

      

    

     

    
      
        	
                MONOCHEM,
      INC.

              
	 
      
	
                By:

              	/s/
      Carol V. Anderson
	
                Name:
      Carol
      V. Anderson

              
	
                Title:
      Assistant Treasurer

              


      

      
      

       

      
        	
                GLCC
      LAUREL, LLC

              
	 
      
	
                By:

              	/s/
      Lynn A. Schefsky
	
                Name:
      Lynn
      A. Schefsky

              
	
                Title:
      Vice President

              


      

       

    

    
      Chemtura
Amendment No. 2