**EXHIBIT10.61**

** **

**Supplemental Indenture**

**dated February 11, 2009**

** **

**SUPPLEMENTAL INDENTURE**

 

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

 

**W I T N E S S E T H**

 

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

 

**WHEREAS,**the Indenture provides that under certain circumstances each GuaranteeingSubsidiary shall execute and deliver to the Trustee a supplemental indenturepursuant to which each Guaranteeing Subsidiary shall unconditionally guaranteeall of the Company’s obligations under the Securities and the Indenture on theterms and conditions set forth herein and therein; and

 

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

 

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

 

1.                                       **CAPITALIZED TERMS.**  Capitalized terms used herein withoutdefinition shall have the meanings assigned to them in the Indenture.

 

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

 

3.                                       **NEW YORK LAW TO GOVERN.  THE INTERNAL LAW OF THE STATE OF NEW YORKSHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUTGIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THATTHE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.**

 

4.                                       **COUNTERPARTS.**  The parties may sign any number of copies ofthis Supplemental Indenture.  Each signedcopy shall be an original, but all of them together represent the sameagreement.

 

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

 

6.                                       **THE TRUSTEE.** The Trustee shall not be responsible in anymanner whatsoever for or in respect of the validity or sufficiency of thisSupplemental Indenture or for or in respect of the recitals contained herein,all of which recitals are made solely by each Guaranteeing Subsidiary and theCompany.

 

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

 

 
|   | GLCC LAUREL, LLC              |
|--------|-------------------------------|
|   |                          |
|   |                          |
|   | By:                           | /s/ Billie S. Flaherty |
|   |                          | Name: Billie S. Flaherty |
|   |                          | Title: Vice President |
|   |                          |
|   |                          |
|   | BIOLAB COMPANY STORE, LLC     |
|   |                          |
|   |                          |
|   | By:                           |  /s/ James R. Sanislow |
|   |                          | Name: James R. Sanislow |
|   |                          | Title: Secretary |
|   |                          |
|   |                          |
|   | BIOLAB FRANCHISE COMPANY, LLC |
|   |                          |
|   |                          |
|   | By:                           | /s/ James R. Sanislow |
|   |                          | Name: James R. Sanislow |
|   |                          | Title: Secretary |
|   |                          |
|   |                          |
|   | CHEMTURA CORPORATION          |
|   |                          |
|   |                          |
|   | By:                           | /s/ James R. Sanislow |
|   |                          | Name: James R. Sanislow |
|   |                          | Title: Assistant Secretary |

 

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|   | A & M CLEANING PRODUCTS, LLC        |
|--------|----------------------------------------------|
|   | AQUA CLEAR INDUSTRIES, LLC                   |
|   | ASCK, INC.                                   |
|   | ASEPSIS, INC.                                |
|   | BIOLAB TEXTILE ADDITIVES, LLC                |
|   | BIO-LAB,  INC.                               |
|   | CNK CHEMICAL REALTY CORPORATION              |
|   | CROMPTON COLORS INCORPORATED                 |
|   | CROMPTON HOLDING CORPORATION                 |
|   | CROMPTON MONOCHEM, INC.                      |
|   | GREAT LAKES CHEMICAL CORPORATION             |
|   | GREAT LAKES CHEMICAL GLOBAL, INC.            |
|   | GT SEED TREATMENT, INC.                      |
|   | HOMECARE LABS, INC.                          |
|   | ISCI, INC.                                   |
|   | KEM MANUFACTURING CORPORATION                |
|   | MONOCHEM, INC.                               |
|   | NAUGATUCK TREATMENT COMPANY                  |
|   | RECREATIONAL WATER PRODUCTS, INC.            |
|   | UNIROYAL CHEMICAL COMPANY LIMITED (DELAWARE) |
|   | WEBER CITY ROAD LLC                          |
|   | WRL OF INDIANA, INC.                         |
|   |                                         |
|   |                                         |
|   | By:                                          | /s/ James R. Sanislow |
|   |                                         | Name: James R. Sanislow |
|   |                                         | Title: Secretary |

 

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|   | WELLS FARGO BANK, N.A., |
|--------|-------------------------|
|   |                    | as Trustee |
|   |                    |
|   | By:                     | /s/ Lynn M. Steiner |
|   |                    | Authorized Signatory |

 

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