**Exhibit 10.57**

 

**AMENDMENT NO. 3 TO THECREDIT AGREEMENT**

 
|   | Dated as of January 15, 2010 |
|--------|-----------------------------------|

 

**AMENDMENT NO. 3 TO THE CREDIT AGREEMENT** (this “Amendment”) among ChemturaCorporation, a Delaware corporation (the “Borrower”), the guarantorsparty thereto (the “Guarantors”), the banks, financial institutions andother institutional lenders party to the Credit Agreement referred to below(collectively, the “Lenders”) and Citibank, N.A., as administrativeagent (the “Administrative Agent”) for the Lenders.

 

**PRELIMINARY STATEMENTS:**

 

(1)           The Borrower, the Guarantors, theLenders and the Administrative Agent have entered into the Senior SecuredSuperpriority Debtor-in-Possession Credit Agreement dated as of March 18,2009 (as heretofore amended or otherwise modified, the “Credit Agreement”).  Capitalized terms not otherwise defined inthis Amendment have the same meanings as specified in the Credit Agreement.

 

(2)           The Borrower has requested that theLenders amend certain provisions of the Credit Agreement.  The Lenders party hereto are, on the termsand conditions stated below, willing to grant the request of the Borrower.

 

SECTION 1.           Amendmentsto the Credit Agreement.  The Credit Agreement is, effective asof the date hereof and subject to the satisfaction of the applicable conditionsprecedent set forth in Section 2 of this Amendment, hereby amended asfollows:

 

## (a)   Section 1.01 of the Credit Agreement ishereby amended by inserting the following new definitions in the appropriatealphabetical position:

##  

“AlbemarleSettlement and Cross License” means, collectively, (a) the mutualrelease by the Borrower and Great Lakes Chemical Corporation (“GLCC”), on theone hand, and Albemarle Corporation, on the other hand, of claims andcounterclaims raised or that could be raised (i) in *AlbemarleCorporation v. Great Lakes Chemical Corporation*, Civil Action Nos.02-505-JVP-DLD and 02-506-JVP-DLD, consolidated, pending on the Third AmendmentEffective Date in the United States District Court for the Middle District ofLouisiana; (ii) in *Albemarle Corporation v.Chemtura Corporation and Great Lakes Chemical Corporation*, CivilAction No. 05-1239-JJB-SCR,pending on the Third Amendment Effective Date in the United States DistrictCourt for the Middle District of Louisiana; and (iii) in *Chemtura Corporation v. Albemarle Corporation*, Civil Action No. 3:09cv143-JRS,pending on the Third Amendment Effective Date in the United States DistrictCourt for the Eastern District of Virginia, (iv) in controversies relatingto the Borrower’s and GLCC’s concerns that former employees of the Borrower orGLCC made available to Albemarle certain of the Borrower’s and/or GLCC’s tradesecrets, confidential information and/or know-how, and/or (v) underU.S. Patent Numbers 4,719096, 4,725,425, 4,978518, 5,008,477, 5,030,778,5,053,447, 5,077,334, 5,124,496, 5,302,768, 5,387,636, 5,457,248 and 6,958,423;and (b) the grant by the Borrower and/or GLCC to Albemarle Corporation ofa nonexclusive, fully paid-up, royalty-free, irrevocable, world-wide license

 

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to manufacture,use, sell, offer for sale and import FM 2100 or any other products under theclaims of U.S. Patent Number 5,457,248 and its respective foreign counterpartsand continuations, including reissue patents, reexamined patents, as well asall of the applications to which this patent claims priority, the patentsclaiming priority from it, including continuation applications,continuation-in-part applications, CPA and RCE applications, divisionalapplications, and any patent that issues from a patent application that issubject to this clause (b), in consideration of the grant by AlbemarleCorporation of certain licenses to the Borrower and GLCC with respect tocertain of Albemarle Corporation’s intellectual property, in each case onsubstantially the terms set forth in the Settlement and Cross-License Agreementsigned on December 24, 2009 among Albemarle Corporation, the Borrower andGLCC.

 

“PVC AdditivesSale” means the sale of all or substantially all of the assets of thebusiness of the Borrower and its Subsidiaries known as the “PVC Additivesbusiness”, consisting primarily of (a) the ownership interest in ChemturaVinyl Additives GmbH (“Chemtura Vinyl”) and (b) certain assets usedin the manufacture and distribution of tin and mixed metal stabilizers and relatedintermediates, organic based stabilizers, epoxidized soybean oil, liquidphosphate esters, chemical foaming agents and impact modifiers, as engaged inby the Borrower at its Taft, Louisiana facility and by Chemtura Vinyl to (a) SKAtlas, LLC and certain of its affiliates on substantially the terms set forthin (or on terms taken as a whole more favorable to the Borrower than those setforth in) the Share and Asset Purchase Agreement dated as of December 23,2009 among SK Atlas, LLC, SK Capital Partners II, LP and the Borrower or (b) anotherthird-party purchaser, in each case pursuant to auction procedures approved bythe Bankruptcy Court, for consideration consisting of cash and/or theassumption of certain liabilities by the buyer thereof.

 

“Third Amendment”means Amendment No. 3 to this Agreement dated as of January 15, 2010by and among the Borrower, the Guarantors and the Lenders party thereto.

 

“ThirdAmendment Effective Date” means the “Effective Date” as defined in theThird Amendment.

 

## (b)   Section 5.02(a) of the CreditAgreement is hereby amended by (i) deleting the “and” immediatelypreceding clause (ix) thereof and (ii) adding immediately priorto the “.” at the end thereof the following new clause (x):

##  

“; and (x) theAlbemarle Settlement and Cross License, so long as the same is approved by theBankruptcy Court”.

 

## (c)   Section 5.02(h) of the CreditAgreement is hereby amended by (i) deleting the “and” immediatelypreceding clause (xv) thereof and (ii) adding immediately prior tothe “.” at the end thereof the following new clauses (xvi) and (xvii):

##  

“; (xvi) thePVC Additives Sale, so long as the same is approved by the Bankruptcy Court;and (xvii) the Albemarle Settlement and Cross License, so long as the sameis approved by the Bankruptcy Court”.

 

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SECTION 2.           Conditionsto Effectiveness.

 

## (a)   This Amendment shall become effective as ofthe date first above written (the “Effective Date”) when, and only whenthe Administrative Agent shall have received counterparts of this Amendmentexecuted by the Borrower, each Guarantor and the Required Lenders or, as to anysuch Lenders, advice satisfactory to the Administrative Agent that such Lenderhas executed this Amendment.

##  

## (b)   This Amendment is subject to the provisionsof Section 10.01 of the Credit Agreement.

##  

SECTION 3.           Referenceto and Effect on the Credit Agreement and the Loan Documents.  (a)  On and after the effectiveness ofthis Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”,“hereof” or words of like import referring to the Credit Agreement, and eachreference in the Notes and each of the other Loan Documents to “the CreditAgreement”, “thereunder”, “thereof” or words of like import referring to theCredit Agreement, shall mean and be a reference to the Credit Agreement, asfurther amended by this Amendment.

 

## (b)   The Credit Agreement and the Notes and eachof the other Loan Documents, as specifically amended by this Amendment, are andshall continue to be in full force and effect and are hereby in all respectsratified and confirmed.

##  

## (c)   The execution, delivery and effectiveness ofthis Amendment shall not, except as expressly provided herein, operate as awaiver of any right, power or remedy of any Lender or the Administrative Agentunder the Credit Agreement or any other Loan Document, nor constitute a waiverof any provision of the Credit Agreement or any other Loan Document.

##  

SECTION 4.           Costsand Expenses.  The Borrower agrees topay within 10 Business Days of demand all reasonable costs and expenses of theAdministrative Agent in connection with the preparation, execution, deliveryand administration, modification and amendment of this Amendment and the otherinstruments and documents to be delivered hereunder in accordance with theterms of Section 10.04 of the Credit Agreement.

 

SECTION 5.           Executionin Counterparts.  This Amendment maybe executed in any number of counterparts and by different parties hereto inseparate counterparts, each of which when so executed shall be deemed to be anoriginal and all of which taken together shall constitute but one and the sameagreement.  Delivery of an executedcounterpart of a signature page to this Amendment by telecopier shall beeffective as delivery of a manually executed counterpart of this Amendment.

 

SECTION 6.           GoverningLaw.  This Amendment shall begoverned by, and construed in accordance with, the laws of the State ofNew York.

 

[*Remainder ofPage Intentionally Left Blank*]

 

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INWITNESS WHEREOF, the parties hereto have caused this Amendment to be executedby their respective officers thereunto duly authorized, as of the date firstabove written.

 
|   | CHEMTURA  CORPORATION                         |
|--------|-----------------------------------------------|
|   |                                          |
|   |                                          |
|   | By:                                           |   |
|   |                                          | Name: |
|   |                                          | Title: |
|   |                                          |
|   |                                          |
|   | A & M  CLEANING PRODUCTS, LLC        |
|   | AQUA CLEAR  INDUSTRIES, LLC                   |
|   | ASCK, INC.                                    |
|   | ASEPSIS, INC.                                 |
|   | BIOLAB TEXTILE  ADDITIVES, LLC                |
|   | BIO-LAB, INC.                                 |
|   | CNK CHEMICAL  REALTY CORPORATION              |
|   | CROMPTON COLORS  INCORPORATED                 |
|   | CROMPTON HOLDING  CORPORATION                 |
|   | CROMPTON  MONOCHEM, INC.                      |
|   | GREAT LAKES  CHEMICAL CORPORATION             |
|   | GREAT LAKES  CHEMICAL GLOBAL, INC.            |
|   | GT SEED  TREATMENT, INC.                      |
|   | HOMECARE LABS,  INC.                          |
|   | ISCI, INC.                                    |
|   | 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:                                           |   |
|   |                                          | Name: |
|   |                                          | Title: |
|        |                                               |  |  |

 

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|   | SIGNATURE PAGE TO AMENDMENT NO. 3 TO THE CREDIT AGREEMENT, DATED AS OF THE DATE  FIRST WRITTEN ABOVE, AMONG CHEMTURA CORPORATION, THE GUARANTORS PARTY THERETO, THE VARIOUS  LENDERS PARTY THERETO AND CITIBANK. N.A., AS ADMINISTRATIVE AGENT |
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|   | BIOLAB COMPANY  STORE, LLC                                                                                                                                                                                                                          |
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|   | BIOLAB FRANCHISE  COMPANY, LLC                                                                                                                                                                                                                      |
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|   | GLCC LAUREL, LLC                                                                                                                                                                                                                                    |
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| SIGNATURE  PAGE TO AMENDMENT NO. 3 TO THE CREDIT AGREEMENT, DATED AS OF THE DATE  FIRST WRITTEN ABOVE, AMONG CHEMTURA CORPORATION, THE GUARANTORS PARTY THERETO, THE VARIOUS  LENDERS PARTY THERETO AND CITIBANK. N.A., AS ADMINISTRATIVE AGENT |   |
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| **Accepted  and agreed:**                                                                                                                                                                                                                            |   |
|                                                                                                                                                                                                                                                 |   |
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| CITIBANK, N.A.,  as Administrative Agent and as a Lender                                                                                                                                                                                             |   |
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| By:                                                                                                                                                                                                                                                  |   |   |
| Name:                                                                                                                                                                                                                                                |   |
| Title:                                                                                                                                                                                                                                               |   |
|                                                                                                                                                                                                                                                      |        |  |

 

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| SIGNATURE  PAGE TO AMENDMENT NO. 3 TO THE CREDIT AGREEMENT, DATED AS OF THE DATE  FIRST WRITTEN ABOVE, AMONG CHEMTURA CORPORATION, THE GUARANTORS PARTY THERETO, THE VARIOUS  LENDERS PARTY THERETO AND CITIBANK. N.A., AS ADMINISTRATIVE AGENT                                                                                                                                                                                                                                                                                                                                 |   |
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| **Accepted  and agreed:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
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|                                                                                                | ,      |   |
| as a Lender                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
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| Title:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
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