Unassociated Document


    EXECUTION
      COPY

     

    
      	
              AMENDED
                AND RESTATED

               

              ASSET
                PURCHASE AND SALE AGREEMENT

               

              BY
                AND AMONG

               

              CHEMTURA
                CORPORATION,

            
	
              CHEMTURA
                CANADA CO./CIE,

            
	
              CHEMTURA
                INDUSTRIA QUIMICA DO BRASIL LIMITADA,

            
	
              CHEMTURA
                ITALY S.R.L.,

            
	
              CHEMTURA
                CORPORATION, S.A. DE C.V.,

            
	
              CHEMTURA
                NETHERLANDS B.V.,

            
	
              MONOCHEM,
                INC.,

            
	
              UNIROYAL
                CHEMICAL TAIWAN LTD.

            
	
              AND

               

              LION
                COPOLYMER, LLC

              Dated
                as of May 16, 2007

              and

              Effective
                as of February 3, 2007

              SALE
                OF ETHYLENE PROPYLENE DIENE MONOMER

              RUBBER
                (EPDM) AND CHEMICAL FOAMING AGENT
                BUSINESSES

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      TABLE
        OF CONTENTS


    

      
        	
                ARTICLE
                  1.   DEFINITIONS

              	
                1

              
	 	 	 
	
                1.1

              	
                Definitions

              	
                1

              
	
                 

              	 	 
	
                1.2

              	
                Other
                  Definitional Provisions and Interpretation

              	
                19

              
	
                 

              	 	 
	
                ARTICLE
                  2.   PURCHASE
                  AND SALE OF ASSETS; ASSUMPTION OF ASSUMED OBLIGATIONS

              	
                20

              
	
                 

              	 	 
	
                2.1

              	
                Purchase
                  and Sale of Assets

              	
                20

              
	 	 	 
	
                2.2

              	
                Assignment
                  of Permits and Contracts

              	
                22

              
	
                 

              	 	 
	
                2.3

              	
                Certain
                  Provisions Regarding Assignments

              	
                23

              
	
                 

              	 	 
	
                2.4

              	
                Excluded
                  Assets

              	
                24

              
	
                 

              	 	 
	
                2.5

              	
                Assumed
                  Obligations

              	
                26

              
	
                 

              	 	 
	
                2.6

              	
                Retained
                  Obligations

              	
                27

              
	
                 

              	 	 
	
                2.7

              	
                Prorations

              	
                29

              
	
                 

              	 	 
	
                ARTICLE
                  3.   PURCHASE
                  PRICE; ADJUSTMENT; ALLOCATION

              	
                30

              
	
                 

              	 	 
	
                3.1

              	
                Payment
                  of Purchase Price

              	
                30

              
	
                 

              	 	 
	
                3.2

              	
                Purchase
                  Price Adjustments

              	
                30

              
	
                 

              	 	 
	
                3.3

              	
                Withholding

              	
                33

              
	
                 

              	 	 
	
                3.4

              	
                Allocation
                  of Consideration for Assets

              	
                34

              
	
                 

              	 	 
	
                ARTICLE
                  4.   REPRESENTATIONS
                  AND WARRANTIES OF SELLERS

              	
                34

              
	
                 

              	 	 
	
                4.1

              	
                Due
                  Organization

              	
                34

              
	
                 

              	 	 
	
                4.2

              	
                Due
                  Authorization

              	
                34

              
	
                 

              	 	 
	
                4.3

              	
                Consents
                  and Approvals; Authority Relative to this Agreement

              	
                35

              
	
                 

              	 	 
	
                4.4

              	
                Financial
                  Statements

              	
                35

              
	
                 

              	 	 
	
                4.5

              	
                No
                  Adverse Effects or Changes

              	
                36

              
	
                 

              	 	 
	
                4.6

              	
                Title
                  to Assets

              	
                36

              
	
                 

              	 	 
	
                4.7

              	
                Assets

              	
                36

              
	
                 

              	 	 
	
                4.8

              	
                Real
                  Property

              	
                37

              
	
                 

              	 	 
	
                4.9

              	
                Equipment;
                  Leased Personal Property

              	
                37

              
	
                 

              	 	 
	
                4.10

              	
                Customers
                  and Suppliers

              	
                38

              
	
                 

              	 	 
	
                4.11

              	
                Accounts
                  Receivable

              	
                38

              
	
                 

              	 	 
	
                4.12

              	
                Proceedings

              	
                39

              


      

       

      
        
          
          

        

        
          -i-

          
            

          

        

        
          
          

        

      

      

        TABLE
          OF CONTENTS

        (continued)

      

       

      
        	
                4.13

              	
                Intellectual
                  Property

              	
                39

              
	
                 

              	 	 
	
                4.14

              	
                Contracts

              	
                41

              
	
                 

              	 	 
	
                4.15

              	
                Permits

              	
                43

              
	
                 

              	 	 
	
                4.16

              	
                Inventory

              	
                43

              
	
                 

              	 	 
	
                4.17

              	
                Benefit
                  Plans

              	
                44

              
	
                 

              	 	 
	
                4.18

              	
                Employment
                  and Labor Matters

              	
                45

              
	
                 

              	 	 
	
                4.19

              	
                Taxes

              	
                46

              
	 	 	 
	
                4.20

              	
                No
                  Defaults or Violations

              	
                46

              
	
                 

              	 	 
	
                4.21

              	
                Environmental
                  Matters

              	
                47

              
	
                 

              	 	 
	
                4.22

              	
                Conduct
                  of the Business

              	
                48

              
	
                 

              	 	 
	
                4.23

              	
                Foreign
                  Corrupt Practices

              	
                48

              
	
                 

              	 	 
	
                4.24

              	
                EBITDA
                  for the EPDM Business

              	
                48

              
	
                 

              	 	 
	
                4.25

              	
                Sale
                  of Products

              	
                49

              
	
                 

              	 	 
	
                ARTICLE
                  5.   REPRESENTATIONS
                  AND WARRANTIES OF THE PURCHASER

              	
                49

              
	
                 

              	 	 
	
                5.1

              	
                Due
                  Incorporation

              	
                49

              
	
                 

              	 	 
	
                5.2

              	
                Due
                  Authorization

              	
                49

              
	
                 

              	 	 
	
                5.3

              	
                Consents
                  and Approvals; Authority Relative to this Agreement

              	
                49

              
	
                
                

              	 	 
	
                5.4

              	
                Proceedings

              	
                50

              
	
                
                

              	 	 
	
                5.5

              	
                Financing

              	
                50

              
	
                
                

              	 	 
	
                ARTICLE
                  6.   COVENANTS

              	
                50

              
	
                
                

              	 	 
	
                6.1

              	
                Access
                  to Information

              	
                50

              
	
                 

              	 	 
	
                6.2

              	
                Preservation
                  of Business

              	
                51

              
	
                 

              	 	 
	
                6.3

              	
                Consents
                  and Approvals

              	
                52

              
	
                 

              	 	 
	
                6.4

              	
                Chemtura
                  Names

              	
                54

              
	
                 

              	 	 
	
                6.5

              	
                Brokers

              	
                55

              
	
                
                

              	 	 
	
                6.6

              	
                Preservation
                  of Books and Records; Access and Assistance

              	
                55

              
	
                 

              	 	 
	
                6.7

              	
                Insurance

              	
                57

              
	
                 

              	 	 
	
                6.8

              	
                Confidentiality

              	
                57

              
	
                 

              	 	 
	
                6.9

              	
                Guarantees;
                  Credit Support

              	
                59

              
	
                 

              	 	 
	
                6.10

              	
                Taxes

              	
                59

              


      

       

      
        
          
          

        

        
          -ii-

          
            

          

        

        
          
          

        

      

       

      

        TABLE
          OF CONTENTS

        (continued)

      

       

      
        	
                6.11

              	
                Certain
                  Restrictions

              	
                61

              
	
                 

              	 	 
	
                6.12

              	
                Naugatuck
                  Equipment

              	
                62

              
	 	 	 
	
                6.13

              	
                Chemtura’s
                  Options

              	
                63

              
	
                 

              	 	 
	
                6.14

              	
                Wastewater
                  Tank Decommissioning; Equipment Decommissioning; Plant Decommissioning
                  and
                  Deep Wells Shutdown

              	
                63

              
	
                 

              	 	 
	
                6.15

              	
                Financial
                  Assurance

              	
                65

              
	
                 

              	 	 
	
                6.16

              	
                Financial
                  Statements

              	
                65

              
	
                 

              	 	 
	
                6.17

              	
                Customer
                  Accounts Receivable

              	
                66

              
	
                 

              	 	 
	
                6.18

              	
                Customer
                  Returns and Warranty Support Services

              	
                67

              
	 	 	 
	
                6.19

              	
                Certain
                  Matters Regarding Financing

              	
                67

              
	
                 

              	 	 
	
                6.20

              	
                Intellectual
                  Property Rights Actions

              	
                67

              
	
                 

              	 	 
	
                6.21

              	
                Attorney-Client
                  Privilege

              	
                67

              
	
                 

              	 	 
	
                6.22

              	
                Filing
                  of Assignments

              	
                67

              
	
                 

              	 	 
	
                6.23

              	
                Key
                  Employees

              	
                68

              
	
                 

              	 	 
	
                6.24

              	
                Certain
                  Related Agreements

              	
                68

              
	
                 

              	 	 
	
                6.25

              	
                Receivables
                  Securitization Agreements

              	
                68

              
	
                 

              	 	 
	
                6.26

              	
                Foreign
                  Accounts Receivable

              	
                68

              
	
                 

              	 	 
	
                6.27

              	
                Other
                  Inventories

              	
                68

              
	
                 

              	 	 
	
                6.28

              	
                Estimated
                  Working Capital Amount Condition

              	
                68

              
	
                 

              	 	 
	
                6.29

              	
                Chemtura
                  Capital Items

              	
                69

              
	
                 

              	 	 
	
                6.30

              	
                Brazilian
                  Inventory

              	
                70

              
	
                 

              	 	 
	
                6.31

              	
                Settlement
                  Payment

              	
                70

              
	
                 

              	 	 
	
                6.32

              	
                Adjustment
                  to Net Working Capital Threshold

              	
                71

              
	
                 

              	 	 
	
                ARTICLE
                  7.   CONDITIONS
                  PRECEDENT TO OBLIGATIONS OF THE PURCHASER

              	
                72

              
	
                 

              	 	 
	
                7.1

              	
                Representations
                  and Warranties True

              	
                72

              
	
                 

              	 	 
	
                7.2

              	
                Compliance
                  with Agreements and Covenants

              	
                72

              
	
                 

              	 	 
	
                7.3

              	
                Certificate
                  of Compliance

              	
                72

              
	
                 

              	 	 
	
                7.4

              	
                HSR
                  Act; Premerger Notification Provisions; Brazil

              	
                72

              
	
                 

              	 	 
	
                7.5

              	
                Governmental
                  Required Consents

              	
                72

              
	 	 	 
	
                7.6

              	
                No
                  Injunctions or Other Legal Restraints

              	
                73

              


      

       

      
        
          
          

        

        
          -iii-

          
            

          

        

        
          
          

        

      

      

        TABLE
          OF CONTENTS

        (continued)

      

       

      
        	
                7.7

              	
                Related
                  Agreements

              	
                73

              
	
                 

              	 	 
	
                7.8

              	
                Contractual
                  Consents

              	
                73

              
	 	 	 
	
                7.9

              	
                Debt
                  Financing

              	
                73

              
	
                 

              	 	 
	
                7.10

              	
                Business
                  Material Adverse Effect

              	
                73

              
	
                 

              	 	 
	
                7.11

              	
                Certificate
                  of Non-Foreign Status

              	
                73

              
	
                 

              	 	 
	
                7.12

              	
                Asbestos
                  Abatement

              	
                73

              
	
                 

              	 	 
	
                7.13

              	
                Title
                  Commitments

              	
                73

              
	
                 

              	 	 
	
                7.14

              	
                Surveys

              	
                74

              
	
                 

              	 	 
	
                7.15

              	
                Estimated
                  Working Capital Amount

              	
                74

              
	 	 	 
	
                7.16

              	
                Effect
                  on EBITDA of the Business

              	
                74

              
	
                 

              	 	 
	
                7.17

              	
                Permits

              	
                74

              
	
                 

              	 	 
	
                7.18

              	
                Intellectual
                  Property Rights Actions

              	
                74

              
	
                 

              	 	 
	
                7.19

              	
                Replacement
                  Capital Analysis

              	
                74

              
	
                 

              	 	 
	
                7.20

              	
                Consent
                  under Chemtura Credit Agreement

              	
                74

              
	
                 

              	 	 
	
                ARTICLE
                  8.   CONDITIONS
                  PRECEDENT TO OBLIGATIONS OF THE SELLERS

              	
                74

              
	
                 

              	 	 
	
                8.1

              	
                Representations
                  and Warranties True

              	
                75

              
	
                 

              	 	 
	
                8.2

              	
                Compliance
                  with Agreements and Covenants

              	
                75

              
	
                 

              	 	 
	
                8.3

              	
                Certificate
                  of Compliance

              	
                75

              
	
                 

              	 	 
	
                8.4

              	
                HSR
                  Act; Premerger Notification Provisions; Brazil

              	
                75

              
	
                 

              	 	 
	
                8.5

              	
                No
                  Injunctions or Other Legal Restraints

              	
                75

              
	
                 

              	 	 
	
                8.6

              	
                Related
                  Agreements

              	
                75

              
	
                 

              	 	 
	
                8.7

              	
                Consents

              	
                75

              
	
                 

              	 	 
	
                8.8

              	
                Consent
                  under Chemtura Credit Agreement

              	
                75

              
	
                 

              	 	 
	
                ARTICLE
                  9.   CLOSING

              	
                75

              
	
                 

              	 	 
	
                9.1

              	
                Closing

              	
                76

              
	
                 

              	 	 
	
                9.2

              	
                Deliveries
                  by the Sellers

              	
                76

              
	
                 

              	 	 
	
                9.3

              	
                Deliveries
                  by the Purchaser

              	
                77

              
	
                 

              	 	 
	
                ARTICLE
                  10.   TERMINATION

              	
                78

              
	
                 

              	 	 
	
                10.1

              	
                Termination

              	
                78

              


      

       

       

      
        
          
          

        

        
          -iv-

          
            

          

        

        
          
          

        

      

      

        TABLE
          OF CONTENTS

        (continued)

      

       

      
        	
                10.2

              	
                Effect
                  of Termination

              	
                79

              
	
                 

              	 	 
	
                ARTICLE
                  11.   EMPLOYEES
                  AND EMPLOYEE BENEFITS

              	
                79

              
	
                 

              	 	 
	
                11.1

              	
                Offers
                  of Employment

              	
                79

              
	
                 

              	 	 
	
                11.2

              	
                Vesting
                  and Service Credit

              	
                79

              
	
                 

              	 	 
	
                11.3

              	
                Non-U.S.
                  Employees

              	
                80

              
	
                 

              	 	 
	
                11.4

              	
                Severance
                  Costs

              	
                81

              
	
                 

              	 	 
	
                11.5

              	
                Retention
                  Payments

              	
                82

              
	
                 

              	 	 
	
                11.6

              	
                No
                  Third Party Beneficiaries

              	
                82

              
	
                 

              	 	 
	
                11.7

              	
                UK
                  Employees and Other Non-U.S. Employee Matters

              	
                82

              
	
                 

              	 	 
	
                ARTICLE
                  12.   INDEMNIFICATION

              	
                83

              
	
                 

              	 	 
	
                12.1

              	
                Survival

              	
                84

              
	
                 

              	 	 
	
                12.2

              	
                Indemnification
                  by the Sellers

              	
                84

              
	
                 

              	 	 
	
                12.3

              	
                Indemnification
                  by the Purchaser

              	
                85

              
	
                 

              	 	 
	
                12.4

              	
                Limitations
                  on Liability

              	
                85

              
	
                 

              	 	 
	
                12.5

              	
                Claims

              	
                87

              
	
                 

              	 	 
	
                12.6

              	
                Notice
                  of Third Party Claims; Assumption of Defense

              	
                87

              
	
                 

              	 	 
	
                12.7

              	
                Settlement
                  or Compromise

              	
                88

              
	
                 

              	 	 
	
                12.8

              	
                Mitigation;
                  Net Losses; Subrogation

              	
                88

              
	
                 

              	 	 
	
                12.9

              	
                Environmental
                  Indemnification

              	
                89

              
	
                 

              	 	 
	
                12.10

              	
                Purchase
                  Price Adjustments

              	
                91

              
	
                 

              	 	 
	
                ARTICLE
                  13.   MISCELLANEOUS

              	
                91

              
	
                 

              	 	 
	
                13.1

              	
                Expenses

              	
                91

              
	
                 

              	 	 
	
                13.2

              	
                Amendment

              	
                91

              
	
                 

              	 	 
	
                13.3

              	
                Notices

              	
                91

              
	
                 

              	 	 
	
                13.4

              	
                Payments
                  in Dollars

              	
                92

              
	
                 

              	 	 
	
                13.5

              	
                Waivers

              	
                92

              
	
                 

              	 	 
	
                13.6

              	
                Binding
                  Effect; Assignment

              	
                92

              
	
                 

              	 	 
	
                13.7

              	
                No
                  Third Party Beneficiaries

              	
                94

              
	
                 

              	 	 
	
                13.8

              	
                Publicity

              	
                94

              
	
                 

              	 	 
	
                13.9

              	
                Further
                  Assurances

              	
                94

              


      

       

      
        
          
          

        

        
          -v-

          
            

          

        

        
          
          

        

      

       

      
        TABLE
          OF CONTENTS

        (continued)

      

       

      
        	
                13.10

              	
                Severability

              	
                94

              
	
                 

              	 	 
	
                13.11

              	
                Entire
                  Understanding

              	
                95

              
	
                 

              	 	 
	
                13.12

              	
                Language

              	
                95

              
	
                 

              	 	 
	
                13.13

              	
                Applicable
                  Law

              	
                95

              
	
                 

              	 	 
	
                13.14

              	
                Remittances

              	
                95

              
	
                 

              	 	 
	
                13.15

              	
                Bulk
                  Sales

              	
                95

              
	
                 

              	 	 
	
                13.16

              	
                Jurisdiction
                  of Disputes; Waiver of Jury Trial

              	
                95

              
	
                 

              	 	 
	
                13.17

              	
                Schedules;
                  Communication

              	
                96

              
	
                 

              	 	 
	
                13.18

              	
                Disclaimer
                  of Warranties

              	
                96

              
	
                 

              	 	 
	
                13.19

              	
                Counterparts

              	
                97

              


      

      


      
        
          
          

        

        
          -vi-

          
            

          

        

        
          
          

        

      

    

    




    
      	
              EXHIBITS

            	 
	 	 
	
              Exhibit
                A

            	
              2007
                Capex Budget

            
	
              Exhibit
                B

            	
              Act
                of Cash Sale

            
	
              Exhibit
                C

            	
              Assignment
                and Assumption Agreement

            
	
              Exhibit
                D

            	
              Bill
                of Sale

            
	
              Exhibits
                E-1, E-2 

              and
                E-3

            	
              License
                Agreements

            
	
              Exhibit
                F

            	
              Patent
                Assignment

            
	
              Exhibit
                G

            	
              Purchaser’s
                Knowledge

            
	
              Exhibit
                H

            	
              Sellers’
                Knowledge

            
	
              Exhibit
                I

            	
              Trademark
                Assignment

            
	
              Exhibit
                J

            	
              Accounts
                Payable Note

            
	
              Exhibit
                K

            	
              Accounts
                Receivable Note

            
	
              Exhibit
                L

            	
              Survey
                Requirements

            
	
              Exhibit
                M

            	
              Form
                of Legal Opinion

            
	 	 


    

    


    
      	
              SCHEDULES

            	 
	 	 
	
              Schedule
                1.1(a)

            	
              Business
                Employees

            
	
              Schedule
                1.1(b)

            	
              Business
                Guarantees

            
	
              Schedule
                1.1(c)

            	
              Calculation
                Principles

            
	
              Schedule
                1.1(d)

            	
              Chemical
                Foaming Agent Business

            
	
              Schedule
                1.1(e)

            	
              Geismar
                Facility

            
	
              Schedule
                1.1(f)

            	
              Geismar
                Retained Land

            
	
              Schedule
                1.1(g)

            	
              License
                Agreements

            
	
              Schedule
                1.1(h)

            	
              Monochem
                Facility 

            
	
              Schedule
                1.1(i)

            	
              Naugalube
                Equipment

            
	
              Schedule
                1.1(j)

            	
              Non-U.S.
                Employees

            
	
              Schedule
                1.1(k)

            	
              Permitted
                Liens

            
	
              Schedule
                1.1(l)

            	
              Purchaser
                Master Supply Agreement Products

            
	
              Schedule
                1.1(m)

            	
              Shared
                Contracts

            
	
              Schedule
                2.1(d)

            	
              Naugatuck
                Equipment

            
	
              Schedule
                2.1(f)(i)

            	
              Transferred
                Trademarks

            
	
              Schedule
                2.1(f)(ii)

            	
              Transferred
                Technology

            
	
              Schedule
                2.1(f)(iii)

            	
              Transferred
                Patents

            
	
              Schedule
                2.1(g)

            	
              Transferred
                IT Assets

            
	
              Schedule
                2.2

            	
              Assigned
                Permits

            
	
              Schedule
                2.2(a)

            	
              Transferred
                IT Contracts

            
	
              Schedule
                2.2(b)

            	
              Other
                Contracts

            
	
              Schedule
                2.4(k)

            	
              Intercompany
                Agreements

            
	
              Schedule
                2.4(p)

            	
              Retained
                IT Assets

            
	
              Schedule
                3.2(b)

            	
              Additional
                Adjustments

            
	
              Schedule
                4.3(a)

            	
              Governmental
                Consents

            
	
              Schedule
                4.3(b)

            	
              Other
                Consents

            


    

     

    
      
        
        

      

      
        vii

        
          

        

      

      
        
        

      

    

     

    
      	 	 
	
              Schedule
                4.4

            	
              Financial
                Statements

            
	
              Schedule
                4.5

            	
              No
                Adverse Effects or Changes

            
	
              Schedule
                4.6

            	
              Title
                to Assets

            
	
              Schedule
                4.7(a)

            	
              Sufficiency
                of Assets

            
	
              Schedule
                4.7(b)

            	
              Condition
                of Assets

            
	
              Schedule
                4.8(a)

            	
              Real
                Property

            
	
              Schedule
                4.8(c)

            	
              Leased
                Real Property

            
	
              Schedule
                4.9(a)

            	
              Equipment
                - EPDM Business

            
	
              Schedule
                4.9(b)

            	
              Equipment
                - Chemical Foaming Agent Business

            
	
              Schedule
                4.9(c)

            	
              Leased
                Personal Property

            
	
              Schedule
                4.10(a)

            	
              Relations
                with Customers and Suppliers

            
	
              Schedule
                4.10(b)

            	
              Material
                Customers and Material Suppliers

            
	
              Schedule
                4.11(a)

            	
              Accounts
                Receivable 

            
	
              Schedule
                4.11(b)

            	
              Security
                Deposits

            
	
              Schedule
                4.12

            	
              Proceedings

            
	
              Schedule
                4.13(a)

            	
              Application
                and Registration Numbers

            
	
              Schedule
                4.13(b)(i)

            	
              Licenses
                In

            
	
              Schedule
                4.13(b)(ii)

            	
              Licenses
                Out

            
	
              Schedule
                4.13(b)(iii)

            	
              IP
                Royalty Payments

            
	
              Schedule
                4.13(c)

            	
              Infringement
                and Liens

            
	
              Schedule
                4.13(h)

            	
              Intellectual
                Property Agreements Restricting Disposition of
                Inventory

            
	
              Schedule
                4.14(a)

            	
              Material
                Contracts

            
	
              Schedule
                4.14(a)(xiv)

            	
              Production
                Changes

            
	
              Schedule
                4.14(b)

            	
              Force
                and Effect of Material Contracts

            
	
              Schedule
                4.15

            	
              Permits

            
	
              Schedule
                4.16(a)

            	
              Inventory;
                Locations

            
	
              Schedule
                4.16(b)

            	
              Inventory
                Consigned to Third Parties

            
	
              Schedule
                4.16(c)

            	
              Inventory
                Held on Consignment

            
	
              Schedule
                4.16(d)

            	
              Inventory;
                Physical Possession

            
	
              Schedule
                4.17(a)

            	
              Benefit
                Plans

            
	
              Schedule
                4.19

            	
              Taxes

            
	
              Schedule
                4.20

            	
              No
                Defaults or Violations

            
	
              Schedule
                4.21

            	
              Environmental
                Matters

            
	
              Schedule
                4.21(b)

            	
              Environmental
                Permits

            
	
              Schedule
                4.21(i)

            	
              Releases
                of Hazardous Substances

            
	
              Schedule
                4.22

            	
              Conduct
                of the Business

            
	
              Schedule
                4.24

            	
              Budgeted
                EBITDA for the EPDM Business

            
	
              Schedule
                5.3

            	
              Purchaser
                Consents

            
	
              Schedule
                6.2

            	
              Preservation
                of Business

            
	
              Schedule
                6.13

            	
              Chemtura’s
                Option

            
	
              Schedule
                6.14(a)

            	
              Decommissioning
                of Wastewater Tank

            
	
              Schedule
                6.14(h)

            	
              Decommissioning
                and Capital Project Cost Sheet

            
	
              Schedule
                6.16(b)

            	
              Report
                of Independent Auditors

            
	
              Schedule
                6.20

            	
              Intellectual
                Property Rights Actions

            
	
              Schedule
                6.23

            	
              Key
                Employees

            


    

     

    
      
        
        

      

      
        viii

        
          

        

      

      
        
        

      

    

     

    
      	
              Schedule
                6.32

            	
              EPDM
                Inventory Adjustments

            
	
              Schedule
                7.8

            	
              Contractual
                Consents

            
	
              Schedule
                7.15

            	
              Estimated
                Working Capital Amount Deviation

            
	
              Schedule
                11.1(a)

            	
              Excluded
                Business Employees

            
	
              Schedule
                11.1(b)

            	
              Connecticut
                Employees

            
	
              Schedule
                11.3

            	
              Non-U.S.
                Employees; Offers of Employment

            
	
              Schedule
                11.4

            	
              Applicable
                Products

            
	
              Schedule
                11.5

            	
              Retention
                Payments

            
	
              Schedule
                11.7

            	
              Foreign
                Employees and Applicable Foreign Benefit Plans

            
	
              Schedule
                12.9(a)

            	
              Conduct
                and Control

            


    

    


    
      
        
        

      

      
        ix

        
          

        

      

      
        
        

      

    


    AMENDED
      AND RESTATED

    ASSET
      PURCHASE AND SALE AGREEMENT

     

    THIS
      AMENDED AND RESTATED ASSET PURCHASE AND SALE AGREEMENT is made as of the 16th
      day of May, 2007 and shall be effective retroactive to the 3rd day of February,
      2007 (the “Effective
      Date”),
      by
      and among Lion Copolymer, LLC, a limited liability company organized under
      the
      laws of the State of Delaware (the “Purchaser”),
      CHEMTURA CORPORATION, a corporation organized under the laws of the State of
      Delaware (“Chemtura”),
      CHEMTURA
      CANADA CO./CIE,
      a
      corporation organized under the laws of Nova Scotia, CHEMTURA
      INDUSTRIA QUIMICA DO BRASIL LIMITADA,
      a
      limited liability company organized under the laws of Brazil, CHEMTURA
      ITALY S.R.L.,
      a
      limited liability company organized under the laws of Italy, CHEMTURA
      CORPORATION, S.A. DE C.V., a limited liability corporation organized under
      the
      laws of Mexico, CHEMTURA
      NETHERLANDS B.V.,
      a
      private company with limited liability organized under the laws of the
      Netherlands, MONOCHEM,
      INC.,
      a
      corporation organized under the laws of the State of Louisiana (“Monochem”),
      and
      UNIROYAL CHEMICAL TAIWAN LTD., a limited liability company organized under
      the
      laws of Taiwan.

     

    W I T N E
      S S E T H:

     

    WHEREAS,
      the Purchaser desires to purchase from the Sellers (as defined below), and
      the
      Sellers desire to sell to the Purchaser, certain assets used in the conduct
      of
      the Business (as defined below) by the Sellers, and the Purchaser desires to
      assume from the Sellers, and the Sellers desire to assign to the Purchaser,
      certain obligations and liabilities relating to the Business, all upon the
      terms
      and subject to the conditions contained herein;

     

    WHEREAS,
      the parties previously entered into that certain Asset Purchase and Sale
      Agreement (the “Original
      Agreement”)
      dated
      as of February 3, 2007; and 

     

    WHEREAS,
      the parties wish to amend and restate the Original Agreement effective
      retroactive to the Effective Date, with all provisions of such amendment and
      restatement being deemed to have been made as of the Effective Date, including
      the removal of Chemtura Italy S.R.L., a limited liability company organized
      under the laws of Italy, and Uniroyal Chemical Taiwan Ltd., a limited liability
      company organized under the laws of Taiwan, as Sellers (it being understood
      that
      each is made a party to this Agreement for purposes of consenting to the
      amendment and restatement of the Original Agreement). 

     

     

    NOW,
      THEREFORE, in consideration of the foregoing and the mutual representations,
      warranties, covenants and agreements herein contained, the parties hereby agree
      that this Agreement shall amend and supersede in its entirety the Original
      Agreement and hereby agree as follows:

     

    ARTICLE
      1.

    DEFINITIONS

     

    1.1  Definitions.
      The
      following terms shall have the following meanings for the purposes of this
      Agreement:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    “2007
      Capex Budget”
shall
      mean the capital expenditure budget for the Business for the year ending
      December 31, 2007 prepared by Chemtura and attached hereto as Exhibit A.

     

    “Accounting
      Firm”
shall
      have the meaning set forth in Section 3.2(c)(iv).

     

    “Accounts
      Payable Note”
shall
      have the meaning set forth in Section 3.1(a)(ii).

     

    “Accounts
      Receivable”
shall
      mean (a) all trade accounts receivable and other rights to payment from
      customers of any Seller to the extent arising out of or related to the Business
      and the full benefit of all security for such accounts or rights to payment,
      including the Parabor Receivable and all trade accounts receivable representing
      amounts receivable in respect of goods shipped or products sold or services
      rendered to customers of any Seller to the extent arising out of or related
      to
      the Business, (b) all other accounts or notes receivable of any Seller to the
      extent arising out of or related to the Business and the full benefit of all
      security for such accounts or notes and (c) any claim, remedy or other right
      related to any of the foregoing, excluding, in each case, any accounts or notes
      receivable or other claims, remedies or other rights relating to any
      intercompany receivables.

     

    “Accounts
      Receivable Note”
shall
      have the meaning set forth in Section
      6.26.

     

    “Acquired
      Rights Directive”
shall
      have the meaning set forth in Section
      11.7(a).

     

    “Act
      of
      Cash Sale”
shall
      mean an act of cash sale or other transfer/deed of land to be delivered at
      the
      Closing by the applicable Seller conveying to the Purchaser the Transferred
      Owned Real Property owned by such Seller, substantially in the form set forth
      in
Exhibit
      B.
      

     

    “Adjusted
      EBITDA”
shall
      mean EBITDA, adjusted in the manner described in the Calculation
      Principles.

     

    “Affiliate”
shall
      mean, with respect to any specified Person, any other Person which, directly
      or
      indirectly, controls, is under common control with or is controlled by such
      specified Person. The term “control”
as
      used
      in the preceding sentence shall mean, (a) with respect to a corporation or
      other business entity, the right to exercise, directly or indirectly, more
      than
      (i) 50% of the voting rights attributable to the shares or other ownership
      interests of such corporation or other business entity or (ii) for purposes
      of
Sections
      4.14(a)(v)
      and
6.2(d),
      20% of
      the voting rights attributable to the shares or other ownership interests of
      such corporation or other business entity, or (b) with respect to any
      Person other than a corporation, the possession, directly or indirectly, of
      the
      power to direct or cause the direction of the management or policies of such
      Person.

     

    “Agent
      Offered Non-U.S. Employee”
shall
      have the meaning set forth in Section
      11.3(a).

     

    “Agreement”
shall
      mean this Amended and Restated Asset Purchase and Sale Agreement, including
      all
      Exhibits and Schedules hereto.

     

    “Aledo”
shall
      have the meaning set forth in Section
      6.31.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    “Antitrust
      Division”
shall
      mean the Antitrust Division of the United States Department of
      Justice.

     

    “Area
      of Concern”
or
      “AOC”
shall
      mean those areas described as “Areas of Concern” in the Phase II and shall
      include any additional or new Areas of Concern that may arise out of or be
      designated as a part of the Phase II.

     

    “Assets”
shall
      mean the Purchased Assets, the Assigned Permits
      and
      the Purchased Contracts.

     

    “Assigned
      Permits”
shall
      have the meaning set forth in Section 2.2.

     

    “Assignment
      and Assumption Agreement”
shall
      mean an assignment and assumption agreement substantially in the form set forth
      in Exhibit
      C.

     

    “Assumed
      Obligations”
shall
      have the meaning set forth in Section 2.5.

     

    “Audited
      2006 Financial Statements”
shall
      have the meaning set forth in Section 6.16(b).

     

    “Audited
      Financial Statements”
shall
      have the meaning set forth in Section 6.16(a).

     

    “Basis
      of Presentation”
shall
      mean the basis of financial statement presentation set forth on Attachment
      C to
Schedule
      4.4.

     

    “Benefit
      Plan”
shall
      have the meaning set forth in Section 4.17(a)(i).

     

    “Benefit
      Program”
shall
      have the meaning set forth in Section 4.17(a)(ii).

     

    “Bill
      of Sale”
shall
      mean a bill of sale substantially in the form set forth in Exhibit
      D.

     

    “Brazilian
      Inventory”
shall
      mean all Inventory of Chemtura Industria Quimica do Brasil
      Limitada.

     

    “Bulk
      Sales Laws”
shall
      mean the bulk-transfer provisions of the Uniform Commercial Code (or any similar
      Law).

     

    “Business”
shall
      mean, collectively, the EPDM Business, the Monochem Business and the Chemical
      Foaming Agent Business, excluding the Excluded Assets and the Retained
      Obligations.

     

    “Business
      Day”
shall
      mean any day of the year other than (a) any Saturday or Sunday or (b) any other
      day on which banks located in New York, New York are required or authorized
      to
      be closed for business.

     

    “Business
      Employees”
shall
      mean all employees of any of the Sellers or their Affiliates who, immediately
      prior to the Closing Date, (a) are non-manufacturing employees and work
      exclusively in connection with the Business and are listed on Schedule
      1.1(a)
      or (b)
      are employed at the Geismar Facility or the Monochem Facility, including, in
      each case, any such employee on a leave of absence or who is not otherwise
      actively at work. For the avoidance of doubt, neither Chemtura’s Vice President
      and General Manager, Process Chemicals and Polymers nor any individual listed
      on
Schedule
      11.1(a)
      shall be
      deemed to be a Business Employee.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    “Business
      Guarantee”
shall
      mean any guarantee, indemnity, performance bond, letter of credit, deposit
      or
      other security or contingent obligation in the nature of a financial obligation,
      including letters of comfort or support, entered into or granted by any Seller
      or any of their Affiliates in relation to or arising out of any Liabilities
      of
      any Seller or any of their Affiliates in connection with the Business that
      is
      set forth on Schedule 1.1(b).
      

     

    “Business
      Material Adverse Effect”
shall
      mean any (i) change in or effect on the condition (financial or otherwise),
      business, results of operations or assets and liabilities of the Business,
      taken
      as a whole, that is material and adverse to the Business or (ii) change or
      effect that prevents the consummation by any of the Sellers of any of the
      transactions contemplated by this Agreement; provided,
      however,
      that
      none of the following shall be deemed to constitute and none of the following
      shall be taken into account in determining whether there has been a Business
      Material Adverse Effect: any adverse change or effect arising from or relating
      to (a) general business or economic conditions, (b) national or
      international political or social conditions, including the engagement by the
      United States in war or major hostilities or the occurrence of any terrorist
      attack upon the United States, (c) the taking of any action contemplated by
      this Agreement or any Related Agreement or consented to by the Purchaser,
      (d) the disclosure of this Agreement or any Related Agreement or the
      transactions contemplated hereby or thereby as permitted by this Agreement
      and
      the Confidentiality Agreement, except in the case of clause (a) or (b) to the
      extent the Business suffers a disproportionately adverse impact from such
      adverse change or effect as compared to other businesses in the same industry
      or
      (e) the fact that Chemtura is required to obtain consents under the Credit
      Agreement in connection with the transactions contemplated by this
      Agreement.

     

    “Business
      Portion”
shall
      have the meaning set forth in Section 2.3(c).

     

    “Calculation
      Principles”
shall
      mean the accounting principles set forth on Schedule 1.1(c),
      as
      applied on a consistent basis by the Sellers.

     

    “Catalyst”
shall
      mean the platinum-based catalyst (whether fresh or recovered) located at the
      Geismar Facility and used in the Other Chemtura Businesses.

     

    “Celogen
      Supply Agreement”
shall
      mean a supply agreement between the Purchaser and Chemtura with respect to
      the
      supply to Chemtura by the Purchaser of Celogen® OT, Celogen® AZ and Celogen® AZ
      blends, in a form to be agreed to between Chemtura and the Purchaser in
      accordance with Section
      6.24.

     

    “CFA
      Financial Statements”
shall
      have the meaning set forth in Section 4.4.

     

    “Chemical
      Foaming Agent Business”
shall
      mean the Sellers’ business of producing, marketing and selling the products set
      forth on Schedule 1.1(d),
      but
      excluding the marketing, sale and manufacturing of Celogen® OT, Celogen® AZ and
      Celogen® AZ blends for use in any application other than rubber. 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    “Chemtura”
shall
      have the meaning set forth in the Preamble.

     

    “Chemtura
      Capital Items”
shall
      have the meaning set forth in Section
      6.29(a).

     

    “Chemtura
      Names”
shall
      mean the business names, brand names, trade names, trademarks, service marks
      and
      domain names “Chemtura,” “Crompton,” “Great Lakes” and “Uniroyal,” any business
      name, brand name, trade name, trademark, service mark or domain name that
      includes “Chemtura,” “Crompton,” “Great Lakes” or “Uniroyal,” any portion
      thereof, any and all other derivatives thereof and any and all logos
      consistently used by Sellers in combination therewith prior to the
      Closing.

     

    “Claim
      Notice”
shall
      have the meaning set forth in Section 12.5.

     

    “Closing”
shall
      mean the consummation of the transactions contemplated herein as contemplated
      by
Article
      9.

     

    “Closing
      Date”
shall
      mean the date on which the Closing occurs.

     

    “Closing
      Proration Amount”
shall
      have the meaning set forth in Section 2.7.

     

    “Closing
      Statement”
shall
      have the meaning set forth in Section 3.2(c)(ii).

     

    “Closing
      Working Capital Amount”
shall
      mean the Working Capital as of the Closing Date set forth on the final Closing
      Statement.

     

    “Code”
shall
      mean the United States Internal Revenue Code of 1986, as amended.

     

    “Competing
      Business”
shall
      have the meaning set forth in Section 6.11(a)(i).

     

    “Confidential
      Information”
shall
      have the meaning set forth in Section 6.8(c).

     

    “Confidentiality
      Agreement”
shall
      mean the confidentiality agreement, dated August 2, 2006, between Chemtura
      and
      Lion Chemical Capital, LLC.

     

    “Consent”
shall
      mean a consent, authorization or approval of a Person, or a filing or
      registration with a Person.

     

    “Contract”
shall
      mean a contract, lease, license, sales order, purchase order, indenture,
      mortgage, note, bond, warrant, instrument or other agreement, arrangement,
      understanding or commitment that is binding on a Person or its
      property.

     

    “Credit
      Agreement”
shall
      mean the Credit Agreement, dated as of July 1, 2005, by and among Chemtura,
      the
      guarantors named therein, the banks, financial institutions and other
      institutional lenders named therein and Citibank, N.A., as amended.

     

    “date
      hereof”
and
      “date
      of this Agreement”
each
      shall mean, and “current”
and
      “currently”
each
      shall relate to, the Effective Date.

     

    “Debt
      Financing”
shall
      have the meaning set forth in Section 5.5(a).

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

    

    “Deep
      Well #1 Shutdown”
shall
      have the meaning set forth in Section 6.14(d).

     

    “Deep
      Well #3”
shall
      have the meaning set forth in Section
      6.14(e).

     

    “Deep
      Well #3 Shutdown”
shall
      have the meaning set forth in Section 6.14(e).
      

     

    “Disclosing
      Party”
shall
      have the meaning set forth in Section 6.8(d).

     

    “Dollars”
or
      numbers preceded by the symbol “$” shall mean amounts in United States
      dollars.

     

    “EBITDA”
shall
      mean earnings before taxes, interest income and expense, depreciation and
      amortization expense, determined in accordance with the Calculation
      Principles.

     

    “Effective
      Date”
shall
      have the meaning set forth in the Preamble. 

     

    “Employee
      Exhibit”
shall
      mean any applicable employee Exhibit pursuant to Section 11.3.

     

    “Encumbrance”
shall
      mean, with respect to the Transferred Owned Real Property, a Lien, lease,
      license, covenant, option, restriction, easement, servitude, right of way or
      other encumbrance or title defect.

     

    “Enforceability
      Limitations”
shall
      mean limitations on enforcement and other remedies imposed by or arising under
      or in connection with applicable bankruptcy, insolvency, fraudulent transfer,
      reorganization, moratorium and other similar Laws affecting creditors’ rights
      generally from time to time in effect or general principles of
      equity.

     

    “Environmental
      Claim”
shall
      mean any notice or Proceeding commenced by or threatened in writing by a
      Governmental Authority or Person against any Purchaser Indemnified Party or
      Seller Indemnified Party, as the case may be, that claims the existence of
      an
      Environmental Violation or asserts or alleges any Environmental
      Liabilities.

     

    “Environmental
      Law”
shall
      mean all Laws governing or relating to pollution or protection of human health
      and safety (including worker health and safety) or the environment (including
      ambient air, surface water, ground water, land, surface or subsurface
      strata,
      and
      natural resources), including: (i) those providing liability in connection
      with
      or imposing cleanup, investigatory or remediation obligations relative to any
      Release or threatened Release of Hazardous Substances; and (ii) those otherwise
      relating to any environmental aspect of the manufacture, processing,
      distribution, use, treatment, storage, disposal, emission, discharge, transport
      or handling of Hazardous Substances (including, without limitation, the federal
      Occupational Safety and Health Act, and any supernational, regional, state,
      local or provincial counterparts or analogues thereto).

     

    “Environmental
      Liability”
shall
      mean any and all Losses, Liabilities, costs (including investigative,
      monitoring, containment, disposal and remediation costs and court costs and
      other costs of administrative or judicial proceedings), fines and penalties,
      judgments, awards or damages (including personal injury and property damages
      based on or arising out of exposure to Hazardous Substances), natural resource
      damages and assessments, third party claims, injunctive relief (including the
      costs of equipment and controls required to restore the operations to compliance
      with Environmental Law as in effect on the Closing) including fees (including
      reasonable attorney, expert, engineering and consultant fees) arising under
      or
      with respect to (a) any Environmental Laws or (b) any Environmental
      Violations.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

    

    “Environmental
      Permit”
shall
      mean all Permits under any Environmental Laws for the lawful operation of the
      Business as it was conducted immediately prior to the Closing Date.

     

    “Environmental
      Violations”
shall
      mean any and all acts, omissions, conditions, Releases, or incidents related
      to
      the operations of the Sellers (before the Closing) or the Purchaser or
      subsequent owners or operators (after the Closing) at the Transferred Real
      Property that violate any Environmental Law.

     

    “EPDM
      Business”
shall
      mean the Sellers’ business of producing, marketing and selling ethylene
      propylene diene monomer rubber and ethylene propylene copolymer and terpolymer
      rubber.

     

    “EPDM
      and Monochem Financial Statements”
shall
      have the meaning set forth in Section 4.4.

     

    “Equipment
      Decommissioning”
shall
      have the meaning set forth in Section 6.14(b).

     

    “Equity
      Financing”
shall
      have the meaning set forth in Section
      5.5(b).

     

    “ERISA”
shall
      mean the United States Employee Retirement Income Security Act of 1974, as
      amended.

     

    “ERISA
      Affiliate”
shall
      mean, with respect to any Person, any corporation, trade or business which,
      together with such Person, is a member of a controlled group of corporations
      or
      a group of trades or businesses under common control within the meaning of
      section 414 of the Code. 

     

    “ERISA
      Group”
shall
      have the meaning set forth in Section 4.17(d).

     

    “Estimated
      Closing Statement”
shall
      have the meaning set forth in Section 3.2(c)(i).

     

    “Estimated
      Working Capital Amount”
shall
      have the meaning set
      forth
      in Section 3.2(c)(i).

     

    “Evaluation
      Material”
shall
      have the meaning set forth in Section 13.18.

     

    “Excluded
      Assets”
shall
      have the meaning set forth in Section 2.4.

     

    “Factored
      Accounts Receivable”
shall
      mean the Foreign Accounts Receivable that, as of 12:00:01 a.m. (eastern time)
      on
      the Closing Date, shall have been converted to cash following the factoring
      of
      such receivables by the applicable Sellers pursuant to the General Conditions
      for Factoring Operations, dated June 25, 2003, between Crompton Chemical S.R.L.
      and Mediofactoring SpA; General Conditions for Factoring Operations, dated
      June
      25, 2003, between Crompton Europe B.V. and Mediofactoring SpA; General
      Conditions for Factoring Operations, dated June 25, 2003, between Crompton
      VA
      GmbH and Mediofactoring SpA and General Conditions for Factoring Operations,
      dated June 25, 2003, between Crompton GmbH and Mediofactoring SpA.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

    

    “Factored
      AR”
shall
      have the meaning set forth in Section 3.1(a)(i).
      

     

    “Financeability
      Letter-”
shall
      have the meaning set forth in Section 5.5(a).

     

    “Financial
      Statements”
shall
      have the meaning set forth in Section 4.4.

     

    “FIRPTA”
shall
      mean the Foreign Investment Real Property Tax Act, as amended.

     

    “Foreign
      Accounts Receivable”
shall
      mean all Accounts Receivable of Chemtura Corporation, S.A. de C.V., Chemtura
      Industria Quimica do Brasil Limitada and Uniroyal Chemical Europe B.V.,
      excluding the Parabor Receivable (if any).

     

    “Foreign
      Benefit Plans”
shall
      mean any employee benefit plan, contract, program, policy or arrangement
      (including any type of plan or arrangement described in Section
      4.17(a))
      for the
      benefit
      of
      any Non-U.S. Employee.

     

    “Foreign
      Implementation Agreements”
shall
      mean the various agreements to be executed by the
      Purchaser
      (or its
      designated Affiliates), on the one hand, and the applicable Sellers, on the
      other hand, for the purpose of implementing the transfer and conveyance on
      the
      Closing Date of certain Purchased Assets and Assumed Obligations in Mexico
      and
      Brazil to the Purchaser (or its designated Affiliates) by the applicable
      Sellers, if the Sellers and the Purchaser determine that such agreements are
      necessary in order to comply with applicable Law. 

     

    “FTC”
shall
      mean the Federal Trade Commission.

     

    “GAAP”
shall
      mean accounting principles generally accepted in the United States.

     

    “Geismar
      Equipment”
shall
      have the meaning set forth in Section
      2.1(c).

     

    “Geismar
      Facility”
shall
      mean the Real Property owned by Chemtura and located at 36191 Highway 30,
      Geismar, Louisiana 70734 and as more particularly described on Schedule 1.1(e),
      excluding the Geismar Retained Land.

     

    “Geismar
      Landfill”
shall
      mean the closed landfill at the Geismar Facility, more particularly described
      as
      Cell A and Cell B and covered by the RCRA Permit.

     

    “Geismar
      Response Action Costs”
shall
      mean any and all costs and expenses incurred in connection with the Geismar
      Response Actions, including: costs and expenses of environmental consultants;
      costs and expenses of treating and disposing of Hazardous Substances; costs
      and
      expenses of conducting sampling and monitoring; and reimbursements of costs
      and
      expenses incurred by any Governmental Authority relating to any of the foregoing
      excluding (a) any lost profits arising from a temporary shutdown of the Geismar
      Facility in order to undertake any response actions and (b) any internal
      personnel costs of the Purchaser for overseeing the Geismar Response Action
      (other than, for the avoidance of doubt, costs that the Purchaser incurs subject
      to paragraph 2.1 of Schedule
      12.9(a)).
      As
      used herein, the term “temporary” shall mean a shut down or shut downs of no
      more than 48 hours total over a running 365 day annual period, but the term
      “shut down” shall not include any periods of time when the Geismar Facility is
      shut down for reasons unrelated to the Geismar Response Actions.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

       

    

    “Geismar
      Response Actions”
shall
      mean those actions conducted under the supervision of any applicable
      Governmental Authority on or after the Closing Date, to implement RCRA
      corrective action obligations at the Geismar Facility arising out of actions,
      events or circumstances that occurred before the Closing Date, including any
      investigation and/or remediation obligations contained in the Geismar Facility’s
      Modified Hazardous Waste Post-Closure Permit, dated March 23, 1998, Permit
      No. LAD008194060-PC-1 (the “RCRA
      Permit”),
      and
      any RCRA Permit renewal.

     

    “Geismar
      Retained Land”
shall
      mean the parcels of Real Property located in close proximity to the Geismar
      Facility and as more particularly shown on Schedule 1.1(f).

     

    “Governmental
      Authority”
shall
      mean any federal, state, provincial, local or foreign government or subdivision
      thereof, or any entity, body or authority exercising executive, legislative,
      judicial, regulatory or administrative functions of or pertaining to any
      federal, state, provincial, local or foreign government.

     

    “Governmental
      Required Consent”
shall
      mean, with respect to a Person, the approvals and consents required for the
      transfer of any Environmental Permit.

     

    “Ground
      Lease”
shall
      mean a ground lease between Chemtura and the Purchaser providing for the lease
      by Chemtura to the Purchaser of Building 112 located at the Naugatuck Site
      in a
      form to be agreed to between Chemtura and the Purchaser in accordance with
      Section 6.24.

     

    “Group
      Contract”
shall
      mean any Contract under which (a) the Business and (b) at least one other
      business unit of any Seller or any of their respective Affiliates purchase
      or
      sell goods or services on a joint basis or otherwise have rights or
      obligations.

     

    “Hazardous
      Substance”
shall
      mean any chemical, pollutant, contaminant, waste, toxic or hazardous substance
      or material, crude oil, petroleum and petroleum products or by-products,
      polychlorinated biphenyls, asbestos or asbestos-containing materials, lead
      or
      lead-based paints or materials, free crystalline silicates or silica, natural
      gas, natural gas liquids, liquefied natural gas, or synthetic gas usable for
      fuel (or mixtures of natural gas and such synthetic gas), or radioactive
      material and any and all other terms of similar import, substances, or materials
      including wastes that are identified, listed, regulated or as to which liability
      may be imposed at any time under Environmental Laws whether or not such
      substance or material is defined as hazardous under the Environmental
      Laws.

     

    “Hourly
      Rate”
shall
      mean, following the Closing, the total hourly rate for any employee of the
      Purchaser performing the activities contemplated by Section
      6.14(h)
      or
6.29,
      which
      shall be an amount equal to 135% of such employee’s hourly wage rate as of the
      date of this Agreement (subject to regularly hourly wage rate increases made
      by
      the Purchaser in the ordinary course of business consistent with the past
      practices of the Business). 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

       

    

    “HSR
      Act”
shall
      mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
      amended.

     

    “Indemnified
      Person”
shall
      mean the Person or Persons entitled to, or claiming a right to, indemnification
      under Section
      6.5,
      Article
      11
      or
Article
      12.

     

    “Indemnifying
      Person”
shall
      mean the Person or Persons claimed by the Indemnified Person to be obligated
      to
      provide indemnification under Section
      6.5,
      Article
      11
      or
Article
      12.

     

    “Information
      and Records”
shall
      have the meaning set forth in Section 2.1(e).

     

    “Initial
      Purchase Price”
shall
      have the meaning set forth in Section 3.1(a)(i).

     

    “Intellectual
      Property”
shall
      mean all of the following rights, title, or interest in or arising under the
      laws of the United States, any state, any other country, or international treaty
      regime, whether or not filed, perfected, registered, or recorded, including
      all
      renewals thereof: (i) certificates of invention and other indicia of
      invention ownership, patents, patent applications, and patent rights, including
      any such rights granted upon any reissue, reexamination, division, extension,
      provisional, continuation, or continuation-in-part applications, and equivalent
      or similar rights anywhere in the world in inventions and discoveries; (ii)
      rights associated with works of authorship and literary property rights,
      including copyrights, copyright applications and copyright registrations, and
      moral rights; (iii) rights relating to know-how or trade secrets, including
      ideas, concepts, methods, techniques, inventions (whether patentable or
      unpatentable), and other works, whether or not developed or reduced to practice,
      rights in industrial property, customer, vendor, and prospect lists, and all
      associated information or databases, and other confidential or proprietary
      information; (iv) trademarks, service marks, logos, images, trade dress, domain
      names, trade names, and service names, whether or not registered, and the
      goodwill associated therewith; and (v) any rights analogous to those set forth
      in the preceding clauses and any other proprietary rights relating to intangible
      property anywhere in the world, including all intellectual property rights
      in
      and to customer lists, databases, data collections, engineering data,
      manufacturing and production processes and procedures, design documents and
      analyses, diagrams, documentation, drawings, formulae, marketing plans,
      methodologies, processes, program listings, protocols, sales data, schematics,
      specifications, computer data, computer programs and software (in any form
      including source code and executable or object code), web sites, and other
      forms
      of technology (whether or not embodied in any tangible form and including all
      tangible embodiments of the foregoing such as blueprints, compilations of
      information, instruction manuals, notebooks, prototypes, reports, samples,
      studies, and summaries).

     

    “Intellectual
      Property Claim”
shall
      mean the assertion by any Person of a claim (whether asserted in writing, by
      action, suit or proceeding or otherwise) that any Seller’s ownership, use,
      marketing, sale or distribution of any Inventory, equipment, Intellectual
      Property or other Property is violative of any ownership of or right to use
      any
      Intellectual Property of such Person.

     

    “Interim
      Financial Statements”
shall
      have the meaning set forth in Section
      6.16(c).

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

       

    

    “Inventory”
shall
      mean (a) all supplies, materials and other inventories of raw materials and
      works-in-progress owned by the Sellers and located at the Geismar Facility,
      to
      the extent used or held for use in the Business and (b) all inventories of
      finished goods owned by the Sellers wherever located, including any inventories
      on consignment and any inventories located in warehouses or similar facilities,
      to the extent used in or held for use or sale by or in the Business, excluding
      in each case the Non-Business MRO Inventory.

     

    “IRS”
shall
      mean the United States Internal Revenue Service.

     

    “Known
      Pre-Closing Environmental Liabilities”
shall
      mean all Environmental Liabilities, Environmental Claims or Losses including
      the
      Geismar Response Action Costs based on, arising out of, or related to the
      Geismar Landfill, the Wastewater Tank Decommissioning Action Costs, the Phase
      II, the Sellers’ Financial Assurance Obligations, the AOCs and the
      SWMUs.

     

    “Law”
shall
      mean (a) the civil code and all treaties, laws, statutes, and ordinances
      (including common law) of any Governmental Authority and (b) any order,
      injunction, judgment, directive, rule or regulation of any Governmental
      Authority of competent jurisdiction, having the effect of law.

     

    “LDEQ”
shall
      mean the Louisiana Department of Environmental Quality.

     

    “Leased
      Real Property”
shall
      have the meaning set forth in Section
      4.8(c).

     

    “Liabilities”
shall
      mean any and all debts, liabilities, obligations, commitments, responsibilities,
      fines, penalties and sanctions, absolute or contingent, matured or unmatured,
      liquidated or unliquidated, joint, several or individual, asserted or
      unasserted, accrued or unaccrued, known or unknown, due or to become due,
      whenever arising, including any costs, expenses, interest, reasonable attorneys’
fees, disbursements and expense of counsel, expert and consulting fees and
      costs
      related thereto or to the investigation
      or defense thereof.

     

    “LIBOR
      Rate”
shall
      have the meaning set forth in Section 3.2(c)(vii).

     

    “License
      Agreements”
shall
      mean the license agreements pursuant to which the Sellers will license to the
      Purchaser the Intellectual Property, if any, used in and necessary for the
      conduct of, or developed primarily for use in, the Business as it is presently
      conducted and not transferred to the Purchaser as part of the Transferred
      Intellectual Property and the license agreement or agreements pursuant to which
      the Purchaser will license the patents and trademarks set forth Schedule 1.1(g)
      to
      Chemtura, substantially
      in the forms set forth in Exhibits
      E-1,
      E-2
      and
E-3.
      

     

    “Lien”
shall
      mean, for any property or asset of a Person, a lien, security interest,
      mortgage, pledge, charge, servitude or encumbrance in, of or on such property
      or
      asset in favor of any other Person, except those in favor, or for the benefit,
      of the Purchaser. The term “Lien” shall also include title exceptions and
      encumbrances affecting Real Property, including reservations, exceptions,
      encroachments, easements, servitudes, rights-of-way, covenants, conditions,
      restrictions and leases.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

       

    

    “Loss”
or
      “Losses”
shall
      mean any and all Liabilities, damages, awards, judgments, losses, settlement
      payments, Taxes, reasonable costs and reasonable expenses (including reasonable
      fees for legal, accounting and similar expenses, court costs and other costs
      of
      administrative proceedings or litigation), fines or penalties, in each case
      whether known or unknown, suspected or unsuspected.

     

    “Material
      Contracts”
shall
      have the meaning set forth in Section 4.14(b).

     

    “Material
      Customer”
shall
      have the meaning set forth in Section 4.10.

     

    “Material
      Licenses”
shall
      have the meaning set forth in Section 4.13(b).

     

    “Material
      Supplier”
shall
      have the meaning set forth in Section 4.10.

     

    “Monochem”
shall
      have the meaning set forth in the Preamble.

     

    “Monochem
      Asbestos Remediation”
shall
      have the meaning set forth in Section
      6.14(f).

     

    “Monochem
      Business”
shall
      mean the provision of plant utilities services as currently conducted by
      Monochem.

     

    “Monochem
      Facility”
shall
      mean the Real Property owned by Chemtura or Monochem and located at 4266 Highway
      73, Geismar, Louisiana and as more particularly described on Schedule 1.1(h).

     

    “Monochem
      Lease”
shall
      mean that certain Ground Lease dated as of November 13, 2002 by and between
      Borden Chemicals and Plastics Operating Limited Partnership and Chemtura (as
      successor to Crompton Manufacturing Company, Inc.).

     

    “MOU”
shall
      have the meaning set forth in Section
      6.29(d).

     

    “Naugalube
      Equipment”
shall
      mean all equipment, machinery and spare parts owned by a Seller and used or
      held
      for use exclusively for the production of Naugalube® 438L and Naugard® FA33 and
      located at the Geismar Facility, and in each case as set forth on Schedule 1.1(i).

     

    “Naugalube
      Intellectual Property”
shall
      mean all Intellectual Property owned by a Seller and used or held for use
      primarily for the production of Naugalube® 438L or Naugard® FA33.

     

    “Naugatuck
      Equipment”
shall
      have the meaning set forth in Section 2.1(d).

     

    “Naugatuck
      Site”
shall
      mean the facilities of Chemtura and its Affiliates located in Naugatuck,
      Connecticut.

     

    “Naugatuck
      Technical Service Equipment”
shall
      have the meaning set forth in Section 6.12(a).

     

    “Net
      Working Capital Threshold Amount”
shall
      mean $49,634,331, provided
      that such amount is subject to adjustment in accordance with Section
      6.32.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

       

    

    “Non-Business
      MRO Inventory”
means
      the maintenance, repair and operations inventory located at the Geismar Facility
      that is allocated to the Other Chemtura Businesses. 

     

    “Non-Business
      Portion”
shall
      have the meaning set forth in Section 2.3(c).

     

    “Non-U.S.
      Employee”
shall
      mean any Business Employee whose primary place of employment is in a non-U.S.
      jurisdiction and who is identified as a Non-U.S. Employee on Schedule
      1.1(j).
      

     

    “Notice
      of Acceptance”
shall
      have the meaning set forth in Section 3.2(c)(iii)(A).

     

    “Notice
      of Disagreement”
shall
      have the meaning set forth in Section 3.2(c)(iii)(B).

     

    “Offered
      Employees”
shall
      have the meaning set forth in Section 11.1.

     

    “Offered
      Non-U.S. Employees”
shall
      have the meaning set forth in Section 11.3(a).

     

    “Offers
      of Employment”
shall
      have the meaning set forth in Section 11.1.

     

    “Original
      Agreement”
shall
      have the meaning set forth in the recitals to this Agreement.

     

    “Other
      Chemtura Business”
shall
      mean any current or former business or operations of Chemtura or any of its
      Affiliates other than the Business.

     

    “Other
      Chemtura Business Assets”
shall
      mean (i) any Geismar Equipment that is used primarily in Other Chemtura
      Businesses and is not necessary or material to the ongoing operation of the
      Business, including the Naugalube Equipment, and (ii) the Non-Business MRO
      Inventory.

     

    “Outbound
      Licenses”
shall
      have the meaning set forth in Section 4.13(b).

     

    “Parabor”
shall
      have the meaning set forth in Section
      6.30.

     

    “Parabor
      Receivable”
shall
      have the meaning set forth in Section
      6.30.

     

    “Patent
      Assignment”
shall
      mean a patent assignment by the applicable Seller in favor of the Purchaser
      substantially in the form set forth in Exhibit
      F.

     

    “PBGC”
shall
      have the meaning set forth in Section 4.17(d).

     

    “Permit”
shall
      mean all registrations, filings, permits, Consents, licenses, certificates,
      variances and similar rights granted by or obtained from any Governmental
      Authority.

     

    “Permitted
      Liens”
shall
      mean: (a) Liens for Taxes that are not yet delinquent or that are being
      contested in good faith by appropriate Proceedings for which adequate reserves
      have been established in the accounting records of the Sellers and with the
      past
      practices of the Business; (b) workers’, mechanics’, materialmen’s,
      repairmen’s, suppliers’, carriers’ or similar Liens arising in the ordinary
      course of business with respect to obligations that are not yet delinquent;
      (c) zoning or other similar governmental restrictions that do not
      materially impair or interfere with the current use
      of
      such real property, leases or leasehold estates or the conduct of the Business;
      (d) Liens that secure Assumed Obligations and are set forth in Schedule 1.1(k);
      (e) Liens that do not secure any monetary obligations and that do not
      materially impair the value of the property subject to such Lien or the use
      of
      such property in the conduct of the Business; (f) Liens arising from leases
      of personal property that are Material Contracts; (g) Liens set forth in
Schedule
      1.1(k)
      and
      (h) easements, servitudes, rights-of-way and any other matters disclosed in
      the title policies for the Geismar Facility and the Monochem Facility delivered
      to or obtained by the Purchaser or its lenders in connection with the
      transactions contemplated by this Agreement and accepted by the
      Purchaser.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

       

    

    “Person”
shall
      mean any individual, corporation, proprietorship, firm, partnership, limited
      partnership, limited liability company, trust, association or other
      entity.

     

    “Phase
      II”
shall
      mean all investigation or monitoring required as part of the RCRA
      Facility Investigation Phase II Work Plan as
      approved by the LDEQ in or about November 2006 including any additional
      investigation, analysis, testing, or studies that arise out of, or relate to
      the
      implementation of or any results obtained from or that may be required as a
      follow-up to the RCRA Facility Investigation Phase II Work Plan. 

     

    “Pilot
      Plant Equipment”
shall
      have the meaning set forth in Section 6.12(b).

     

    “Plant
      Decommissioning”
shall
      have the meaning set forth in Section 6.14(c).

     

    “Premerger
      Notification Provision”
shall
      mean any provision of foreign Law requiring (a) the submission of
      information and material to a Governmental Authority responsible for enforcing
      the antitrust and competition Laws, regulating monopolies, substantial lessening
      of competition, dominance and cartel conduct and (b) the Sellers and the
      Purchaser to delay the consummation of the Closing until the termination of
      a
      specified waiting period or clearance and/or approval has otherwise been
      obtained. For the avoidance of doubt, these filings only pertain to competition
      and not to any other regulatory or national security filing relating to a
      merger, acquisition or joint venture.

     

    “Privileged
      Documents”
shall
      mean attorney-work product, attorney-client communications and other items
      protected by the attorney-client privilege.

     

    “Proceeding”
shall
      mean an action, suit or legal, administrative, arbitral or alternative dispute
      resolution proceeding.

     

    “Prohibited
      Product”
shall
      have the meaning set forth in Section 6.11(a)(i).

     

    “Property”
shall
      mean any interest in any kind of property or asset, whether real (immovable),
      personal (movable) or mixed and whether tangible or intangible.

     

    “Property
      Taxes”
shall
      have the meaning set forth in Section 6.10(a).

     

    “Proposed
      Adjustments”
shall
      have the meaning set forth in Section 3.2(c)(iii)(B).

     

    “Proposed
      Transfer”
shall
      have the meaning set forth in Section
      13.6(b).

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

       

    

    “Purchase
      Price”
shall
      have the meaning set forth in Section 3.1(a).

     

    “Purchased
      Assets”
shall
      have the meaning set forth in Section 2.1.

     

    “Purchased
      Contracts”
shall
      have the meaning set forth in Section 2.2.

     

    “Purchaser”
shall
      have the meaning set forth in the Preamble.

     

    “Purchaser
      Confidential Information”
shall
      have the meaning set forth in Section 6.8(c).

     

    “Purchaser
      Indemnified Party”
shall
      have the meaning set forth in Section 12.2.

     

    “Purchaser
      Master Supply Agreement”
shall
      mean a master supply agreement between the Purchaser and Chemtura with respect
      to the supply to Chemtura by the Purchaser of the products set forth on
Schedule 1.1(l)
      produced
      at the Geismar Facility, in a form to be agreed to between Chemtura and the
      Purchaser in accordance with Section
      6.24.

     

    “Purchaser’s
      Financial Assurance Obligations”
shall
      have the meaning set forth in Section
      2.5(i).

     

    “Purchaser’s
      Knowledge”
or
      any
      similar expression with regard to the knowledge or awareness of or receipt
      of
      notice by the Purchaser, shall mean the actual knowledge of any of the Persons
      listed on Exhibit G
      after
      reasonable inquiry of those senior employees of the Purchaser whom such Persons
      reasonably believe would have actual knowledge of the matters
      represented.

     

    “RCRA”
shall
      have the meaning set forth in Section 2.5(i).

     

    “RCRA
      Permit”
shall
      have the meaning set forth in the definition of Geismar Response
      Actions.

     

    “Real
      Property”
shall
      mean all land and other immovable property, together with all buildings,
      structures, improvements and fixtures thereon and all servitudes, easements
      and
      other rights, benefits and interests appurtenant thereto.

     

    “Receivables
      Securitization Agreements”
shall
      mean (a) the Fourth Amended and Restated Receivables Sale Agreement, dated
      as of September 28, 2006, among Crompton & Knowles Receivables Corporation,
      Chemtura, ABN AMRO Bank N.V. and the other banks and liquidity providers named
      therein and (b) the Amended and Restated Receivables Purchase Agreement, dated
      as of September 28, 2006, among Crompton & Knowles Receivables Corporation,
      Chemtura, Bio-Lab Inc. and Great Lakes Chemical Corporation, as consented to
      by
      ABN AMRO Bank N.V. 

     

    “Receiving
      Party”
shall
      have the meaning set forth in Section 6.8(d).

     

    “Registered
      Intellectual Property”
shall
      have the meaning set forth in Section 4.13(a).

     

    “Related
      Agreement”
shall
      mean any Contract that is to be entered into at the Closing, including the
      Accounts Payable Note, the Accounts Receivable Note, the Acts of Cash Sale,
      the
      Assignment and Assumption Agreement, the Bill of Sale, the Foreign
      Implementation Agreements, the Ground Lease, the License Agreements, the Patent
      Assignment, the Supply Agreements, the Trademark Assignment and the Transition
      Services Agreement; provided,
      however,
      that,
      solely for purposes of Article
      12
      of this
      Agreement, the term “Related Agreement” shall not include the Ground Lease, the
      License Agreements, the Supply Agreements and the Transition Services Agreement.
      The Related Agreements executed by a specified Person shall be referred to
      as
“such Person’s Related Agreements,” “its Related Agreements” or other similar
      expression.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

       

    

    “Release”
shall
      mean any release, spill, emission, overflow, leaking, pumping, pouring, dumping,
      emptying, discharge, disposing, deposit, injection, escaping, leaching, seepage,
      infiltration or migration, whether intentional or accidental, authorized or
      unauthorized, into the environment or into or out of any property.

     

    “Relevant
      Month”
shall
      mean the most recently completed calendar month ending at least five days prior
      to the Closing for which Interim Financial Statements shall be delivered to
      the
      Purchaser pursuant to Section
      6.16.

     

    “Representatives”
shall
      mean, as to any Person, such Person’s Affiliates and its and their respective
      directors, officers, members, employees, agents, advisors (including financial
      advisors, counsel and accountants), shareholders, owners
      and controlling persons.

     

    “Restricted
      Areas”
shall
      have the meaning set forth in Section 12.9(a).

     

    “Restricted
      Period”
shall
      have the meaning set forth in Section
      6.11(a).

     

    “Retained
      IT Assets”
shall
      have the meaning set forth in Section 2.4(p).

     

    “Retained
      Obligations”
shall
      have the meaning set forth in Section 2.6.

     

    “Retained
      Product Claims”
shall
      have the meaning set forth in Section
      2.6(i).

     

    “Rubicon
      Reimbursements”
shall
      have the meaning set forth in Section
      6.29(d).

     

    “SAP
      Letter Agreement”
shall
      mean the letter agreement, dated December 28, 2006, as amended, between Chemtura
      Corporation and Lion Chemical Capital, LLC, relating to certain SAP licenses
      obtained by Chemtura and to be assigned to the Purchaser hereunder and
      thereunder.

     

    “Seller”
shall
      mean, individually, Chemtura, Chemtura Canada Co./Cie, Chemtura Industria
      Quimica do Brasil Limitada, Chemtura Corporation, S.A. de C.V., Chemtura
      Netherlands B.V. and Monochem, and the term “Sellers”
shall
      mean all such entities collectively.

     

    “Seller
      Confidential Information”
shall
      have the meaning set forth in Section 6.8(a).

     

    “Seller
      Indemnified Party”
shall
      have the meaning set forth in Section 12.3.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

       

    

    “Seller
      Plans”
shall
      mean, collectively, the Benefit Plans and the Benefit Programs.

     

    “Sellers’
      Financial Assurance Obligations”
shall
      have the meaning set forth in Section 2.6(h).

     

    “Sellers’
      Knowledge”
or
      any
      similar expression with regard to the knowledge or awareness of or receipt
      of
      notice by any Seller, shall mean the actual knowledge of any of the Persons
      listed on Exhibit H
      after
      reasonable inquiry of those senior employees of any Seller whom such Persons
      reasonably believe would have actual knowledge of the matters
      represented.

     

    “Sellers’
      Offsite Environmental Liability”
shall
      mean any Loss, Environmental Claims or Environmental Liabilities resulting
      from
      the Release of Hazardous Substances from any Property (i) in connection
      with the operations of the Sellers at the Transferred Real Property before
      the
      Closing Date and (ii) at which any Seller (in connection with the
      operations at the Transferred Real Property) by contract, agreement or otherwise
      arranged for the disposal, storage or treatment of Hazardous Substances
      generated, owned or possessed by any Seller, including any such arrangement
      related to the Sellers’ obligations under this Agreement. 

     

    “Shared
      Contracts”
shall
      mean those Group Contracts set forth on Schedule 1.1(m).

     

    “Solid
      Waste Management Unit”
or
      “SWMU”
shall
      mean those areas referred to as “Solid Waste Management Units” in the Phase II
      and shall include any additional or new Solid Waste Management Units that may
      arise out of or be designated as a part of the Phase II.

     

    “Supply
      Agreements”
shall
      mean, collectively, the Purchaser Master Supply Agreement and the Celogen Supply
      Agreement.

     

    “Tax”
or
      “Taxes”
shall
      mean (a) all taxes, charges, fees, duties, levies or other assessments
      (including income, gross receipts, net proceeds, ad valorem, turnover, real
      and
      personal property (tangible and intangible), sales, use, franchise, excise,
      goods and services, value added, stamp, user, transfer, fuel, excess profits,
      occupational, interest equalization, windfall profits, severance, payroll,
      unemployment and Social Security taxes) which are imposed by any Governmental
      Authority, and such term shall include any interest, penalties or additions
      to
      tax attributable thereto (or to the nonpayment thereof), whether disputed or
      not, and (b) any liability for the payment of any amounts of the type described
      in clause (a) of this definition as a result of being a member of an affiliated,
      consolidated, combined or unitary group for any period, as a result of any
      tax
      sharing, tax indemnity or tax allocation agreement, arrangement or
      understanding, or as a result of being liable for another Person’s taxes as a
      transferee or successor, by contract or otherwise.

     

    “Tax
      Return”
shall
      mean any report, declaration, statement, return or other information required
      to
      be supplied to a Governmental Authority in connection with any Taxes, including
      any schedule or attachment thereto and any amendment thereof.

     

    “Tax
      Statute of Limitations Date”
shall
      mean the expiration of the applicable statute of limitations with respect to
      any
      Tax, including any extensions thereof (or if such date is not a Business Day,
      the next Business Day).

     

    
      
        
        

      

      
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    “Technology”
shall
      mean trade secrets, proprietary information and know-how, including inventions,
      discoveries, formulae, practices, processes, procedures, ideas, specifications,
      engineering data, interpretations of any data, software, firmware, programs,
      source codes, databases, data collections, customer lists, supplier lists,
      pricing and cost information, business and marketing plans, manufacturing and
      production processes, in each case that is not the subject of a patent or patent
      application or a registration or application for registration with
      any
      Governmental Authority.

     

    “Term
      Sheet”
shall
      have the meaning set forth in Section 5.5(a).

     

    “Third
      Party Claim”
shall
      have the meaning set forth in Section 12.6.

     

    “Title
      and Authorization Warranty”
shall
      mean a representation or warranty in Section 4.1,
      4.2,
      4.6,
      4.8(b),
      4.13(c)(iii),
      5.1
      or
5.2.

     

    “Title
      Commitments”
shall
      have the meaning set forth in Section
      7.13.

     

    “Title
      IV Plan”
shall
      have the meaning set forth in Section 4.17(d).

     

    “Trademark
      Assignment”
shall
      mean a trademark assignment by the Sellers in favor of the Purchaser
substantially
      in the form set forth in Exhibit
      I.

     

    “Transfer
      Taxes”
shall
      have the meaning set forth in Section 6.10(b).

     

    “Transferred
      Employee”
shall
      have the meaning set forth in Section 11.1.

     

    “Transferred
      Intellectual Property”
shall
      have the meaning set forth in Section 2.1(f).

     

    “Transferred
      IT Assets”
shall
      have the meaning set forth in Section 2.1(g).

     

    “Transferred
      IT Contracts”
shall
      have the meaning set forth in Section 2.2(a).

     

    “Transferred
      Owned Real Property”
shall
      mean the Geismar Facility and the Monochem Facility.

     

    “Transferred
      Real Property”
shall
      mean (a) the Transferred Owned Real Property and (b) the Real Property that
      is
      the subject of the Monochem Lease.

     

    “Transferred
      Patents”
shall
      have the meaning set forth in Section 2.1(f)(iii).

     

    “Transferred
      Technology”
shall
      have the meaning set forth in Section 2.1(f)(ii).

     

    “Transferred
      Trademarks”
shall
      have the meaning set forth in Section 2.1(f)(i).

     

    “Transferring
      Non-Business Employee”
shall
      have the meaning set forth in Section 11.3(b).

     

    “Transition
      Services Agreement”
shall
      mean a transition services agreement in
      a form
      to be agreed to between Chemtura and the Purchaser in accordance with
Section
      6.24.

     

    
      
        
        

      

      
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    “UK
      Employees”
shall
      have the meaning set forth in Section
      11.7(a).

     

    “Unknown
      Pre-Closing Environmental Liabilities”
shall
      mean all Environmental Liabilities, Environmental Claims or Losses based on,
      arising out of, or related to any acts, events, conditions or circumstances,
      or
      occurrences associated with, or arising or occurring in connection with or
      related to the operations of the Sellers at any of the Transferred Real Property
      before the Closing Date, including any claims based on alleged exposure of
      any
      individual or individuals to asbestos or other Hazardous Substances but shall
      not include the Known Pre-Closing Environmental Liabilities.

     

    “Unresolved
      Adjustments”
shall
      have the meaning set forth in Section 3.2(c)(iv).

     

    “Warranty
      Costs”
shall
      have the meaning set forth in Section 6.18.

     

    “Warranty
      Obligations”
shall
      have the meaning set forth in Section 6.18.

     

    “Wastewater
      Tank”
shall
      have the meaning set forth in Section 6.14.

     

    “Wastewater
      Tank Decommissioning”
shall
      have the meaning set forth in Section 6.14.

     

    “Wastewater
      Tank Decommissioning Action Costs”
shall
      mean any and all costs and expenses incurred in connection with the Wastewater
      Tank Decommissioning, including: costs and expenses of environmental
      consultants; costs and expenses of treating and disposing of the contents of
      the
      Wastewater Tank; costs and expenses of conducting sampling and monitoring;
      and
      reimbursements of costs and expenses incurred by or paid to any Governmental
      Authority relating to any of the foregoing as well as the costs of reasonably
      removing sludge and bottoms from the wastewater tank referred to as tank WV-302
      located on the Geismar Facility.

     

    “Working
      Capital”
shall
      mean (a) the sum of (i) the
      amount equal to the Accounts Receivable (net of related reserves, other than
      in
      the case of the Parabor Receivable, if any) and the Inventory (net of related
      reserves), in each case determined in accordance with the Calculation
      Principles, but in each case excluding all Excluded Assets, (ii) the
      principal amount of
      the
      Accounts Receivable Note and (iii) and the amount of the Factored AR,
minus
      (b) the principal amount of the Accounts Payable Note. Notwithstanding the
      foregoing, solely for purposes of the preparation of the Estimated Closing
      Statement pursuant to Section
      3.2(c),
      the
      amount in clause (a)(ii) of this definition of “Working Capital” shall be the
      estimated aggregate amount of all Foreign Accounts Receivable (excluding the
      Factored Accounts Receivable and net of related reserves) as of 12:00:01 a.m.
      (eastern time) on the Closing Date. For the avoidance of doubt, no assets and
      liabilities shall be double counted in the above calculation of Working Capital.
      

     

    “Working
      Capital Adjustment Amount”
shall
      mean the amount (which may be a positive or negative number) equal to (a) the
      Closing Working Capital Amount, minus (b)
      the Estimated Working Capital Amount.

     

    1.2  Other
      Definitional Provisions and Interpretation.
      The
      headings preceding the text of Articles and Sections included in this Agreement
      and the headings to Exhibits and Schedules attached to this Agreement are for
      convenience only and shall not be deemed part of this Agreement or be given
      any
      effect in interpreting this Agreement. The use of the masculine, feminine or
      neuter gender or the singular or plural form of words herein shall not limit
      any
      provision of this Agreement. The use of the terms “including” or “include” shall
      in all cases herein mean “including, without limitation” or “include, without
      limitation,” respectively. Reference to any Person includes such Person’s
      successors and assigns to the extent such successors and assigns are permitted
      by the terms of any applicable agreement. Reference to a Person in a particular
      capacity excludes such Person in any other capacity or individually. Reference
      to any agreement (including this Agreement), document or instrument means such
      agreement, document or instrument as amended or modified and in effect from
      time
      to time in accordance with the terms thereof and, if applicable, the terms
      hereof. Underscored references to Articles, Sections, paragraphs, clauses,
      Exhibits or Schedules shall refer to those portions of this Agreement. The
      use
      of the terms “hereunder,” “hereof,” “hereto” and words of similar import shall
      refer to this Agreement as a whole and not to any particular Article, Section,
      paragraph or clause of, or Exhibit or Schedule to, this Agreement. Terms, other
      than those defined or referenced in Section 1.1,
      may be
      defined elsewhere in the text of this Agreement and, unless otherwise indicated,
      shall have the specified meaning throughout this Agreement.

     

    
      
        
        

      

      
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    ARTICLE
      2.

    PURCHASE
      AND SALE OF ASSETS; ASSUMPTION OF ASSUMED OBLIGATIONS

     

    2.1  Purchase
      and Sale of Assets.
      Upon
      the terms and subject to the conditions of this Agreement, at the Closing,
      each
      Seller shall sell, assign, convey, transfer and deliver to the Purchaser, and
      the Purchaser shall purchase and acquire from such Seller, and take assignment
      and delivery from such Seller of, all of such Seller’s right, title and interest
      in and to the following assets, properties and rights, as the same shall exist
      on the Closing Date (but excluding the Purchased Contracts and Assigned Permits,
      which are specifically addressed in Section 2.2,
      and the
      Excluded Assets) (the “Purchased
      Assets”):

     

    (a)  Inventory.
      The
      Inventory;

     

    (b)  Transferred
      Owned Real Property.
      The
      Transferred Owned Real Property;

     

    (c)  Geismar
      Equipment.
      All
      equipment, machinery, furniture, spare parts, furnishings, tooling, dies,
      vehicles, office equipment and supplies, computer hardware, corporeal movables
      and other items of tangible personal property that are owned by a Seller and
      located at the Geismar Facility (the “Geismar
      Equipment”);

     

    (d)  Naugatuck
      Equipment.
      The
      equipment located at the Naugatuck Site and set forth on Schedule 2.1(d)
      (the
“Naugatuck
      Equipment”);

     

    (e)  Information
      and Records. Except
      as
      otherwise provided in Section 2.4(u),
      all
      customer lists, supplier lists, price lists, sales records, invoices, product
      specifications, advertising materials, cost and pricing manuals, training
      manuals, engineering data, maintenance schedules, operating and production
      records, order lists, copies of Tax and financial records and credit records
      of
      customers, and other documents (such documents, “Information
      and Records”)
      related to the Purchased Assets, Purchased Contracts and Assumed Obligations,
      including compilations of any of the foregoing, in each case whether in hard
      copy or electronic format and supplied in their current formats and that
      (i) are owned by a Seller and used primarily in or have arisen primarily
      from the conduct of the Business or are necessary for the ongoing operations
      of
      the Business (which in the case of Information and Records that are necessary
      for the ongoing operations of Other Chemtura Businesses will be retained by
      the
      Sellers and made available to the Purchaser pursuant to Section
      6.6(b))
      or (ii)
      must be delivered to the Purchaser under applicable Law; provided,
      that
      (A) the Sellers shall be entitled to retain copies of such Information and
      Records and (B) where originals of such Information and Records must be retained
      by any Seller under applicable Law, the Sellers will provide the Purchaser
      with
      a copy of the same;

     

    
      
        
        

      

      
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    (f)  Intellectual
      Property.
      Except
      for patents and patent applications which are addressed in Section 2.1(f)(iii),
      all
      Intellectual Property owned by any Seller and used primarily in the Business
      (the “Transferred
      Intellectual Property”),
      and
      all rights to sue for past, present and future infringement and remedies related
      thereto. The Transferred Intellectual Property includes the
      following:

     

    (i)  Trademarks.
      All
      trade names, domain names, trademarks, service marks, trade dress and logos
      owned by any Seller that are used primarily in the conduct of the Business,
      together with all translations, adaptations, derivations and combinations
      thereof and all goodwill associated therewith, including the registrations
      and
      applications for registration for the foregoing and the material unregistered
      trademarks set forth on Schedule 2.1(f)(i)
      (the
“Transferred
      Trademarks”)
      (it
      being understood, for the avoidance of doubt, that the Transferred Trademarks
      shall not include the Chemtura Names);

     

    (ii)  Technology.
      All
      Technology owned by any Seller that (A) is described on Schedule 2.1(f)(ii)
      or (B)
      arose primarily from the conduct of the Business and has been or is
      currently used
      or
      held for use primarily in the Business (the “Transferred
      Technology”);
      and

     

    (iii)  Patents.
      All
      patents and patent applications owned by the Sellers that are set forth on
      Schedule 2.1(f)(iii)
      (the
“Transferred
      Patents”);

     

    (g)  Transferred
      IT Assets.
      All
      information technology assets, hardware, systems, databases, networks, and
      infrastructure of any Seller that are used or held for use primarily in the
      conduct of the Business, including those set forth on Schedule 2.1(g)
      (the
“Transferred
      IT Assets”);

     

    (h)  Accounts
      Receivable.
      All
      Accounts Receivable other than the Foreign Accounts Receivable;

     

    (i)  Goodwill.
      All of
      the customer relationships and related goodwill of the Sellers to the extent
      resulting from the conduct of the Business by the Sellers (it being understood,
      for the avoidance of doubt, that such goodwill shall not include any goodwill
      associated with the Chemtura Names, Other Chemtura Businesses or Excluded Assets
      or any goodwill to the extent associated with continuing customers of Other
      Chemtura Businesses);

     

    
      
        
        

      

      
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    (j)  Monochem.
      All of
      the assets, properties and rights of Monochem; 

     

    (k)  MRO.
      The
      Non-Business MRO Inventory; and

     

    (l)  Other
      Business Assets.
      All
      assets (real or personal, tangible or intangible), other than those of a nature
      or type described in the foregoing clauses
      (a)
      through
(j),
      owned
      by a Seller and used primarily in the EPDM Business or the Chemical Foaming
      Agent Business.

     

    Notwithstanding
      the foregoing, the transfer of the Purchased Assets pursuant to this Agreement
      shall not include the assumption of any of the Liabilities of the Sellers
      related to the Purchased Assets unless the Purchaser expressly assumes any
      such
      Liabilities pursuant to Section 2.5.

     

    2.2  Assignment
      of Permits and Contracts.
      Except
      as provided in Sections
      2.3
      and
2.4,
      upon
      the terms and subject to the conditions of this Agreement, at the Closing,
      each
      Seller shall assign and transfer to the Purchaser, and the Purchaser shall
      take
      assignment of, all of such Seller’s right, title and interest in and to all
      Permits related to the Business or the Purchased Assets to
      the
      extent such Permits are transferable by such Seller (including the Permits
      listed on Schedule 2.2)
      (collectively, the “Assigned
      Permits”),
      and
      in and to the following Contracts or contractual rights of such Seller (such
      Contracts and contractual rights, the “Purchased
      Contracts”): 

     

    (a)  Transferred
      IT Contracts.
      All
      Contracts for the provision of software, hardware, systems, networks,
      infrastructure, communications, support and information technology that are
      used
      primarily in the conduct of the Business, including those set forth on
Schedule 2.2(a)
      (the
“Transferred
      IT Contracts”);

     

    (b)  Other
      Contracts.
      Other
      than the Shared Contracts, the other Contracts related to the Business set
      forth
      on Schedule 2.2(b)
      and all
      other Contracts relating primarily to the Business (it being understood that,
      on
      the fifth Business Day prior to the Closing, the Sellers shall provide the
      Purchaser with an updated version of Schedule 2.2(b)
      reflecting the Contracts relating primarily to the Business that were entered
      into by a Seller on or after the date of this Agreement not in violation of
      Section 6.2
      of this
      Agreement);

     

    (c)  Transferred
      Real Property Lease.
      The
      Monochem Lease;

     

    (d)  Non-Disclosure
      Obligations.
      Except
      to the extent related to the Excluded Assets or Retained Obligations, all
      non-disclosure, confidentiality and similar obligations owed to any Seller
      to
      the extent related to the Business, including confidentiality agreements related
      to the sale of the Business (other than confidentiality agreements related
      to
      the sale of the Business the assignment or disclosure of which to the Purchaser
      would constitute a breach thereof);

     

    (e)  Claims.
      Except
      to the extent related to the Excluded Assets or Retained Obligations, all
      warranty rights and indemnities against third parties, in each case to the
      extent arising from the conduct of the Business by any Seller and not arising
      under rights of subrogation under a Seller Plan;

     

    
      
        
        

      

      
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    (f)  Employee
      Non-Compete and Confidentiality Obligations.
      All
      rights with respect to any obligation of any Business Employee owed to any
      Seller to refrain from competing with the Business or to keep information
      regarding the Business confidential, in each case to the extent such rights
      are
      transferable; and

     

    (g)  Shared
      Contracts.
      Subject
      to Section 2.3(c),
      Sellers’ rights under the Shared Contracts to the extent relating to the conduct
      of the Business.

     

    2.3  Certain
      Provisions Regarding Assignments.

     

    (a)  Anything
      in this Agreement to the contrary notwithstanding, neither this Agreement nor
      any of the actions taken hereunder shall constitute an assignment or an
      agreement to assign or transfer any Purchased Contract or any claim, right,
      benefit or obligation thereunder or resulting therefrom if (i) an assignment
      or
      transfer thereof, without the Consent of a third party thereto, would constitute
      a breach or violation thereof, result in a material loss or diminution thereof
      or impose any Liability on any Seller and (ii) such Consent is not obtained
      at
      or prior to the Closing, in which case the provisions of Section 2.3(b)
      will
      apply.

     

    (b)  If
      the
      Sellers and the Purchaser are not successful in obtaining a required third
      party
      Consent with respect to any Purchased Contract as contemplated by Section 2.3(a)
      at or
      prior to the Closing, then until such time as such Consent is obtained (i)
      the
      Purchaser shall be entitled to the benefits of any such Contract accruing after
      the Closing to the extent (and only to the extent) that the applicable Seller
      may provide such benefits (y) without violating the terms of such Contract
      and
      (z) without incurring any material expense (unless the Purchaser has committed
      to promptly reimburse the applicable Seller therefor) or otherwise taking any
      material actions or measures (such as hiring additional employees) and (ii)
      the
      Purchaser shall perform at its sole expense the obligations of the applicable
      Seller to be performed after the Closing under such Contract to the extent
      (and
      only to the extent) the applicable Seller is providing benefits under such
      Contract to the Purchaser in accordance with clause
      (i)
      of this
Section 2.3(b).
      The
      terms of this Section 2.3(b)
      shall
      not apply with respect to Shared Contracts, it being understood that the
      treatment of Shared Contracts is addressed in Section 2.3(c).

     

    (c)  Prior
      to
      the Closing and consistent with applicable Law, each Seller and the Purchaser
      shall use their commercially reasonable efforts to work together (and, if
      necessary and desirable, to work with the third parties party to the Shared
      Contracts) in an effort to (i) divide, modify and/or replicate (in whole or
      in
      part) the respective rights and obligations under and in respect of the Shared
      Contracts and (ii) if possible, novate the respective rights and obligations
      under and in respect of the Shared Contracts, such that, effective as of the
      Closing, (A) the Purchaser is the beneficiary of the rights and is responsible
      for the obligations related to that portion of the Shared Contract included
      in
      the Purchased Contracts (the “Business
      Portion”)
      (so
      that, after the Closing, the applicable Seller shall have no rights or
      obligations with respect to the Business Portion of the Shared Contract) and
      (B)
      the applicable Seller is the beneficiary of the rights and is responsible for
      the obligations related to the Shared Contract other than the Business Portion
      (the “Non-Business
      Portion”)
      (so
      that, after the Closing, the Purchaser shall have no rights or obligations
      with
      respect to the Non-Business Portion of the Shared Contract). If the applicable
      Seller(s) and the Purchaser are not able to enter into an arrangement to
      formally divide, modify and/or replicate one or more Shared Contracts prior
      to
      the Closing as contemplated by the previous sentence, then (1) the Purchaser
      shall be entitled to the benefits of the Business Portion of any such Shared
      Contract accruing after the Closing to the extent (and only to the extent)
      that
      the applicable Seller may provide such benefits (y) without violating the terms
      of such Shared Contract and (z) without incurring any material expense (unless
      the Purchaser has committed to promptly reimburse the applicable Seller
      therefor) or otherwise taking any material actions or measures (such as hiring
      additional employees) and (2) the Purchaser shall perform at its sole expense
      the obligations of the applicable Seller to be performed after the Closing
      under
      the Business Portion of such Shared Contract to the extent (and only to the
      extent) the applicable Seller is providing benefits under such Shared Contract
      to the Purchaser in accordance with clause
      (1)
      of this
Section 2.3(c).

     

    
      
        
        

      

      
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    2.4  Excluded
      Assets.
      Notwithstanding the provisions of Sections
      2.1
      and
2.2,
      no
      Seller shall sell, assign, convey, transfer or deliver to the Purchaser, and
      the
      Purchaser shall not purchase, acquire or take assignment or delivery of, any
      assets, properties or rights other than the Assets (collectively, the
“Excluded
      Assets”).
      Without limiting the foregoing, the Excluded Assets shall include:

     

    (a)  Cash.
      All
      cash, certificates of deposit, bank deposits, negotiable instruments, marketable
      securities and other cash equivalents, together with all accrued but unpaid
      interest thereon;

     

    (b)  Real
      Property.
      All
      Real Property owned by the Sellers and their Affiliates, other than the
      Transferred Owned Real Property;

     

    (c)  Chemtura
      Names.
      The
      Chemtura Names and all goodwill associated therewith;

     

    (d)  Tax
      Refunds; Tax Returns.
      All
      claims for and rights to receive refunds, rebates or similar payments of Taxes
      to the extent such Taxes were paid by or on behalf of any Seller or any of
      its
      Affiliates, all Tax Returns and all notes, worksheets, files or documents
      relating thereto;

     

    (e)  Corporate
      Records.
      All
      minute books and corporate records of the Sellers or any of their Affiliates,
      whether in hard copy or electronic format;

     

    (f)  Employee
      Records.
      All
      personnel, employee compensation, medical and benefits and labor relations
      records relating to employees or past employees of the Sellers or any of their
      Affiliates, whether in hard copy or electronic format; provided,
      however,
      that
      the Sellers shall deliver to the Purchaser copies of such records for employees
      who are Transferred Employees (i) as to the Transferred Employees that are
      Non-U.S. Employees, upon a showing of employee consent to such delivery, and
      (ii) as to the other Transferred Employees, unless such employee’s consent is
      required by Law therefor, in which event such records shall not be made
      available to the Purchaser without such employee’s consent to such
      delivery;

     

    
      
        
        

      

      
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    (g)  Other
      Records.
      All
      books and records not transferred pursuant to Section 2.1(e),
      including financial records, in each case whether in hard copy or electronic
      format;

     

    (h)  Sale
      Documents.
      Except
      as otherwise provided in Section 2.1(e),
      books
      and records prepared or received in connection with the proposed sale of the
      Business, including offers received from prospective purchasers, and the right,
      title and interest of the Sellers under this Agreement or any Related
      Agreement;

     

    (i)  Disposed
      Assets.
      All
      assets sold or otherwise disposed of, and rights expiring or terminated, in
      the
      ordinary course of business and not in violation of this Agreement during the
      period from the date of this Agreement until the Closing Date;

     

    (j)  Insurance.
      Any
      insurance policies or insurance coverage relating to the Assets or the Business
      and any prepaid insurance assets or insurance receivables related
      thereto;

     

    (k)  Intercompany
      Agreements.
      Except
      as set forth on Schedule
      2.4(k),
      all
      Contracts solely between the Sellers or any Seller (on the one hand) and any
      one
      or more Affiliates of any Seller (on the other hand);

     

    (l)  Group
      Contracts.
      All
      Group Contracts other than the respective Business Portions of the Shared
      Contracts;

     

    (m)  Intellectual
      Property.
      All
      right, title and interest in or to any Intellectual Property or other intangible
      property or rights owned by, or leased or licensed to, any Seller or any of
      their Affiliates (such excluded Intellectual Property to include the Naugalube
      Intellectual Property and the Intellectual Property related to B-Nine® and
      Maleic Hydrazide), other than the Transferred Intellectual Property, the
      Transferred IT Contracts, any Purchased Contracts relating to Intellectual
      Property and the rights of the Purchaser under the License
      Agreements;

     

    (n)  Non-Disclosure
      Obligations.
      All
      non-disclosure, confidentiality and similar rights or obligations to the extent
      related to any Other Chemtura Business;

     

    (o)  Employee
      Non-Compete Obligations.
      All
      rights with respect to any obligation of any Business Employee to refrain from
      competing with any Other Chemtura Business;

     

    (p)  Retained
      IT Assets.
      The
      information technology assets, systems, networks and Contracts of any Seller
      that are not used or held for use primarily in connection with the Business,
      including as set forth on Schedule 2.4(p)
      (the
“Retained
      IT Assets”);

     

    (q)  Rubicon.
      All
      right, title and interest of Chemtura and its Affiliates in and to Rubicon
      LLC;

     

    
      
        
        

      

      
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    (r)  Claims.
      All
      warranty rights and indemnities against third parties, in each case to the
      extent related to the Excluded Assets or Retained Obligations;

     

    (s)  Benefit
      Plans.
      All of
      the Seller Plans;

     

    (t)  Foreign
      Accounts Receivable.
      The
      Foreign Accounts Receivable;

     

    (u)  Privileged
      Documents.
      Any
      Privileged Documents to the extent relating to any Excluded Asset or any
      Retained Liability;

     

    (v)  Catalyst.
      The
      Catalyst; and

     

    (w)  Other
      Assets.
      All
      other assets (real or personal, tangible or intangible) and Contracts of the
      Sellers not included in the Purchased Assets, Assigned Permits or Purchased
      Contracts.

     

    None
      of
      the Excluded Assets shall be included in the term “Assets,” “Purchased Assets,”
“Purchased Contracts,” “Assigned Permits” or any other term defined in
Section 2.1
      or
2.2.

     

    2.5  Assumed
      Obligations.
      Upon
      the terms and subject to the conditions of this Agreement, at the Closing,
      the
      Purchaser shall assume and agree to pay, perform and discharge only the
      following Liabilities of the Sellers and their Affiliates (the “Assumed
      Obligations”):

     

    (a)  Purchased
      Contracts.
      All
      Liabilities under the Purchased Contracts, including the Business Portion of
      the
      Shared Contracts, relating to the period after the Closing (subject to
Section 2.5(b));

     

    (b)  Product
      Claims.
      Except
      for Environmental Liabilities, which are excluded from this Section 2.5(b),

     

    (i)  all
      Liabilities arising with respect to the products produced by or on behalf of
      the
      Purchaser after the Closing or the services of the Business delivered or
      provided by or on behalf of the Purchaser after the Closing, in each case
      whether arising under warranty, contract, equity, tort, strict liability,
      product liability, statute or otherwise;

     

    (ii)  all
      Liabilities with respect to any product of the Business produced by or on behalf
      of any Seller prior to the Closing and sold or delivered by or on behalf of
      the
      Purchaser after the Closing (whether arising under warranty, contract, equity,
      tort, strict liability, product liability, statute or otherwise), to the extent
      that:

     

    (A)  the
      Purchaser has changed in any substantive manner the terms or scope of any
      product warranty associated with such product from the applicable warranty
      offered by the Business as of the date hereof or, at the Purchaser’s election,
      as of the Closing;

     

    (B)  a
      product
      produced by or on behalf of the Purchaser after the Closing and having the
      same
      product specifications as the applicable product produced by or on behalf of
      a
      Seller prior to the Closing was sold or delivered by or on behalf of the
      Purchaser or the Business on a date earlier than the date of sale or delivery
      of
      such product produced by or on behalf of a Seller; or

     

    
      
        
        

      

      
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    (C)  such
      product was sold or delivered by or on behalf of the Purchaser or the Business
      following the first anniversary of the Closing Date, provided
      that
      such period of sale or delivery shall be extended to 18 months following the
      Closing Date with respect to those products of the Business on which Chemtura
      and the Purchaser shall agree on or prior to the Closing (together with any
      other products of the Business on which the Sellers and the Purchaser are unable
      to agree, so long as the Purchaser has a good faith basis for so extending
      such
      period);

     

    (c)  Employee
      Obligations.
      All
      Liabilities to or with respect to the Transferred Employees occurring after
      the
      Closing and relating solely to the period after the Closing, except as provided
      in Article
      11
      or any
      Employee Exhibit;

     

    (d)  Permits.
      All
      Liabilities under the Assigned Permits relating to the period after the
      Closing;

     

    (e)  Intellectual
      Property Liabilities.
      All
      Liabilities in connection with the Transferred Intellectual Property relating
      to
      the period after the Closing;

     

    (f)  Taxes.
      All
      Taxes, fees and other amounts for which the Purchaser is responsible pursuant
      to
Sections 6.10(a)
      and
(b);
      

     

    (g)  Permitted
      Liens.
      All
      Liabilities under the Permitted Liens relating to the period after the
      Closing;
      

     

    (h)  Environmental
      Liabilities.
      All
      Environmental Liabilities that are the responsibility of the Purchaser under
      Section
      12.9;
      and

     

    (i)  Financial
      Assurance.
      All
      Liabilities with respect to financial assurance and any closure obligations
      under the Resource Conservation and Recovery Act (“RCRA”),
      or
      any state equivalent, related to (i) the Drum Storage Area, tank PR 202, tank
      PV-42 (to the extent operated after the Closing) and the Trilene Gel Tank,
      (ii)
      any other unit operated by the Purchaser and regulated under the RCRA Permit,
      a
      subsequent Permit issued pursuant to RCRA or interim status, including, for
      the
      avoidance of doubt, all financial assurance obligations associated with the
      closure of any such units pursuant to RCRA and (iii) any requirement to provide
      financial assurance for corrective obligations under the RCRA Permit, a
      subsequent Permit issued pursuant to RCRA or interim status to the extent of
      the
      Purchaser’s obligations under Section
      12.9
      (“Purchaser’s
      Financial Assurance Obligations”).

     

    2.6  Retained
      Obligations.
      Notwithstanding any other provision of this Agreement, except for the Assumed
      Obligations, the Purchaser shall not assume or otherwise be liable or
      responsible for any other Liabilities of the Sellers or their Affiliates
      (collectively, the “Retained
      Obligations”).
      Without limiting the generality of the foregoing, the Retained Obligations
      shall
      include the following:

     

    
      
        
        

      

      
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    (a)  Taxes.
      All
      Liabilities for Taxes imposed on or relating to the Business or the Assets
      for
      any taxable period or portion thereof ending prior to the Closing Date, and
      any
      Liabilities for Taxes imposed on or relating to any Seller for any period,
      except that Taxes governed by Sections 6.10(a)
      and
(b)
      shall be
      allocated between the Sellers and the Purchaser as set forth
      therein;

     

    (b)  Accounts
      Payable.
      All
      accounts and notes payable (including accounts and notes payable to any Seller’s
      Affiliate) of the Business as of the Closing and all related
      accruals;

     

    (c)  Pre-Closing
      Operation of the Business.
      Other
      than the Liabilities assumed by the Purchaser pursuant to Section 2.5,
      all
      Liabilities to the extent arising out of the ownership or operation of the
      Business or the Assets by any Seller or any of its Affiliates prior to the
      Closing;

     

    (d)  Employee
      Liabilities.
      All
      Liabilities of any Seller or any of its Affiliates to or with respect to its
      employees, including the Business Employees, except as provided in Article
      11
      or any
      Employee Exhibit.

     

    (e)  Antitrust
      Proceedings.
      All
      Liabilities to the extent arising out of or related to private and governmental
      antitrust or competition law Proceedings arising out of the sale of any product
      or service related to the Business prior to the Closing, including those set
      forth on Schedule 4.12;

     

    (f)  Sellers’
      Offsite Environmental Liabilities.
      All
      Sellers’ Offsite Environmental Liabilities;

     

    (g)  Environmental
      Liabilities.
      All
      Environmental Liabilities that are the responsibility of the Sellers under
      Section
      12.9;

     

    (h)  Financial
      Assurance.
      All
      Liabilities with
      respect to financial assurance and any closure obligations under RCRA, or any
      state equivalent, related to: (i) the Toluene Tar Tank, the incinerator, the
      Geismar Landfill, the UBOB tank, tank PV-42 (to the extent it is not operated
      after the Closing), including, for the avoidance of doubt, all financial
      assurance obligations associated with the closure of any such units pursuant
      to
      the RCRA, and (ii) any requirement to provide financial assurance for the
      corrective obligations under the RCRA Permit, a subsequent Permit issued
      pursuant to RCRA or interim status to the extent of the Seller’s obligations
      under Section
      12.9
      (“Sellers’
      Financial Assurance Obligations”);

     

    (i)  Product
      Claims.
      Except
      to the extent specifically assumed by the Purchaser pursuant to Section 2.5(b)(ii),
      all
      Liabilities arising with respect to the services of the Business delivered
      or
      provided prior to the Closing and the products produced or sold by any Seller
      prior to the Closing and whether arising under warranty, contract, equity,
      tort,
      strict liability, product liability, statute or otherwise, but excluding
      Environmental Liabilities (the “Retained
      Product Claims”);

     

    
      
        
        

      

      
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    (j)  Excluded
      Assets.
      All
      Liabilities of any Seller or any of its Affiliates to the extent arising out
      of
      or related to the Excluded Assets; and

     

    (k)  Monochem.
      Other
      than Liabilities assumed by the Purchaser pursuant to Section 2.5,
      all
      Liabilities of Monochem including all Environmental Liabilities arising out
      of
      or relating to the removal, repair and disposal of any asbestos containing
      materials in the Number 5 Boiler as specifically described in Chemtura Purchase
      Order 4500734564, dated March 22, 2007. 

     

    2.7  Prorations.
      Each
      Seller and the Purchaser agree that all of the items listed below relating
      to
      the Business or the Assets will be prorated as of the Closing Date on a per
      diem
      basis or as otherwise appropriate and agreed upon by the Sellers and the
      Purchaser, with the applicable Seller liable to the extent such items relate
      to
      any time period up to and including the Closing Date and the Purchaser liable
      to
      the extent such items relate to periods after the Closing Date (it being
      understood that the proration of Taxes is addressed in Section 6.10):

     

    (a)  rents,
      license fees, registration fees and other items payable periodically under
      any
      Purchased Contract (any such amounts that are paid on a monthly basis shall
      be
      prorated solely for the month of Closing);

     

    (b)  the
      amount of any registration fees or similar charges which in any case are payable
      periodically by the applicable Seller with respect to any of the Assigned
      Permits (any such amounts that are paid on a monthly basis shall be prorated
      solely for the month of Closing); and

     

    (c)  the
      amount of sewer rents and charges for water, electricity and other utilities
      and
      fuel (any such amounts that are paid on a monthly basis shall be prorated solely
      for the month of Closing).

     

    For
      the
      avoidance of doubt, no amount included within the Working Capital Adjustment
      Amount shall be included in the prorations pursuant to this Section 2.7.
      At
      least five Business Days prior to the Closing, the Sellers shall deliver to
      the
      Purchaser a written statement setting forth the actual (to the extent available
      at the Closing Date) or estimated amounts in respect of the items described
      above that are to be prorated as well as the Taxes that are to be prorated
      pursuant to Section 6.10
      (the
      aggregate of such actual amounts, after being agreed to by the Purchaser, being
      the “Closing
      Proration Amount”).
      On
      the Closing Date, Chemtura or the Purchaser, as applicable, shall pay to the
      other party the Closing Proration Amount. To the extent that the actual amounts
      for any items to be prorated are not available at the Closing Date, the
      proration of such amounts shall be calculated and appropriate adjustments shall
      be paid by Chemtura or the Purchaser, as applicable, as soon as reasonably
      practicable after the actual amounts become available. The Sellers and the
      Purchaser shall furnish each other with such documents and other records as
      may
      be reasonably requested in order to confirm all adjustments and proration
      calculations made pursuant to this Section 2.7.

     

    
      
        
        

      

      
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    ARTICLE
      3.

    PURCHASE
      PRICE; ADJUSTMENT; ALLOCATION

     

    3.1  Payment
      of Purchase Price.

     

    (a)  In
      addition to the assumption by the Purchaser of the Assumed Obligations, the
      Purchaser shall pay to Chemtura, in consideration for the Assets, a purchase
      price equal to the sum of the following (the “Purchase
      Price”):

     

    (i)  an
      amount
      equal to (A) $142,000,000, less
      (B) the
      amount of the Factored Accounts Receivable (net of related reserves) as
      reflected on the Estimated Closing Statement (the “Factored
      AR”)
      and
      discounted proportionately at an annual rate of seven percent (7%) from the
      scheduled payment dates set forth in the Accounts Receivable Note, in
      immediately available funds, subject to adjustment pursuant to Section 3.2
      (the
“Initial
      Purchase Price”);
      and

     

    (ii)  a
      promissory note in original principal amount equal to $16,482,518 issued by
      the
      Purchaser to Chemtura substantially in the form set forth in Exhibit
      J
      (the
“Accounts
      Payable Note”),
      such
      promissory note shall (1) have a term of 90 days, (2) be payable
      bi-weekly in equal installments, (3) be unsecured and (4) bear no
      interest.

     

    (b)  All
      payments made hereunder shall be made in accordance with Section 13.4
      and to
      such account or accounts as the receiving party shall designate in writing
      to
      the paying party not less than two Business Days prior to the applicable payment
      date.

     

    3.2  Purchase
      Price Adjustments. 

     

    (a)  Capital
      Expenditures Adjustment.
      If (i)
      the aggregate amount of actual capital expenditures made or accrued by the
      Business during the period beginning on January 1, 2007 and ending on the
      Closing Date is (ii) less than the budgeted capital expenditures for the same
      period as set forth on the 2007 Capex Budget, then (iii) the Initial Purchase
      Price will be reduced by the amount of such deficiency, provided
      that if
      the Closing Date does not fall on the last calendar day of the month, then
      for
      purposes of determining the amount in clause (ii), the amount of the budgeted
      capital expenditures for the month in which the Closing Date occurs shall be
      the
      amount of the budgeted capital expenditures for such month as set forth on
      the
      2007 Capex Budget, multiplied by a fraction the numerator of which is the number
      of calendar days preceding the Closing Date and denominator of which is 30.
      

     

    (b)  Additional
      Adjustments.
      The
      Initial Purchase Price shall be subject to further possible adjustments pursuant
      to Schedule
      3.2(b).

     

    (c)  Working
      Capital Adjustment.

     

    (i)  No
      more
      than five and no less than three Business Days prior to the Closing Date, the
      Sellers will prepare and deliver to the Purchaser a calculation and statement
      of
      the estimated Working Capital (which calculation and statement shall take into
      full account the reduction in Inventory and the increase in Accounts Receivable
      that would result from the transactions contemplated by Section
      6.30
      if a
      notice pursuant to that Section shall have been given by the Purchaser to
      Chemtura related to the Brazilian Inventory) as of 12:00:01 a.m. (eastern time)
      on the Closing Date (the “Estimated
      Closing Statement”).
      The
      Sellers will prepare the Estimated Closing Statement in good faith, in
      accordance with the Calculation Principles, consistent with, and using the
      same
      level of prudence as used in, the preparation of the Net Working Capital
      Threshold Amount, subject to the Purchaser’s good faith review and reasonable
      satisfaction. If the Working Capital as set forth on the Estimated Closing
      Statement (the “Estimated
      Working Capital Amount”)
      is
      less than the Net Working Capital Threshold Amount, then the Initial Purchase
      Price will be reduced by the amount of such deficiency. If the Estimated Working
      Capital Amount is greater than the Net Working Capital Threshold Amount, then
      the Initial Purchase Price will be increased by the amount of such
      excess.

     

    
      
        
        

      

      
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    (ii)  As
      soon
      as practicable but in no event later than 90 days following the Closing Date,
      the Purchaser will prepare and deliver to Chemtura a calculation and statement
      of the Working Capital as of 12:00:01 a.m. (eastern time) on the Closing Date
      and the proposed Working Capital Adjustment Amount (the “Closing
      Statement”).
      In
      connection with the preparation of the initial draft of the Closing Statement
      and only if a shutdown of the Geismar Facility would not be reasonably required
      in connection therewith, Chemtura and the Purchaser (and, if desired, their
      respective outside experts) shall cooperate in taking a physical inventory
      of
      the Inventory located at the Geismar Facility on a date not earlier than three
      days prior to the Closing Date, and shall obtain confirmation letters from
      each
      location where Inventory was held as of the Closing Date. The Purchaser will
      prepare the Closing Statement in good faith in accordance with the Calculation
      Principles, consistent with, and using the same level of prudence as used in,
      the preparation of the Net Working Capital Threshold Amount.

     

    (iii)  Chemtura
      shall review the initial draft of the Closing Statement during the 30-day period
      commencing on the date that Chemtura receives the initial draft of the Closing
      Statement. At or prior to the end of such 30 day period, Chemtura may deliver
      a
      notice to the Purchaser either:

     

    (A)  confirming
      that no adjustments are proposed by Chemtura to the initial draft of the Closing
      Statement (a “Notice
      of Acceptance”);
      or

     

    (B)  to
      the
      effect that Chemtura disagrees with the initial draft of the Closing Statement
      (a “Notice
      of Disagreement”),
      specifying the nature of such disagreement and the adjustments that Chemtura
      seeks to the initial draft of the Closing Statement (collectively, the
“Proposed
      Adjustments”).

     

    
      
        
        

      

      
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    (iv)  To
      the
      extent that there are any Proposed Adjustments, the Purchaser will, no later
      than 30 days after its receipt of the Proposed Adjustments, notify Chemtura
      which of the Proposed Adjustments it accepts (if any) and which of the Proposed
      Adjustments it rejects (if any). Chemtura and the Purchaser shall seek in good
      faith to resolve any differences that remain in relation to the Proposed
      Adjustments and to reach agreement in writing on any Proposed Adjustments not
      accepted by the Purchaser. If any of the Proposed Adjustments are not so
      resolved (the “Unresolved
      Adjustments”)
      within
      30 days after Chemtura’s receipt of the Purchaser’s notice relating to the
      Proposed Adjustments, the Unresolved Adjustments shall be submitted at the
      request of either Chemtura or the Purchaser to a mutually acceptable
      internationally recognized independent public accounting firm as shall be agreed
      upon by the Sellers and the Purchaser in writing (the “Accounting
      Firm”)
      for
      arbitration. The scope of the review by the Accounting Firm shall be limited
      to
      (i) a determination of whether the Unresolved Adjustments are appropriate
      taking into account the standards of preparation of the initial draft of the
      Closing Statement as set forth in Section 3.2(c)(ii)
      and (ii)
      based on its determinations of the matters described in clause
      (i)
      and
      taking into account the Proposed Adjustments previously accepted by the
      Purchaser, if any, the delivery of a final Closing Statement including the
      final
      Working Capital Adjustment Amount. The Accounting Firm is not to make or be
      asked to make any determination other than as set forth in the previous
      sentence. Chemtura and the Purchaser shall use commercially reasonable efforts
      to cause the Accounting Firm to render its written decision resolving the
      matters submitted to it as promptly as practicable after such submission of
      the
      Unresolved Adjustments. Judgment may be entered upon the determination of the
      Accounting Firm in any court having jurisdiction over the party against which
      such determination is to be enforced. The Purchaser shall bear and pay a portion
      of the fees and disbursements of the Accounting Firm determined by multiplying
      (1) the fees and disbursements of the Accounting Firm by (2) a quotient equal
      to
      (X) the total amount of the Proposed Adjustments that are ultimately applied
      to
      the Closing Statement, whether because such adjustment was accepted by the
      Purchaser or applied by the Accounting Firm in determining the final Closing
      Statement, divided by (Y) the total amount of the originally Proposed
      Adjustments. Chemtura shall bear the amount of the fees and disbursements of
      the
      Accounting Firm that are not the responsibility of the Purchaser as set forth
      in
      the preceding sentence. The fees and disbursements (if any) of the Purchaser’s
      outside experts incurred in connection with the preparation and certification
      of
      the initial draft of the Closing Statement and their review of any Proposed
      Adjustments or Unresolved Adjustments shall be borne by the Purchaser, and
      the
      fees and disbursements (if any) of Chemtura’s outside experts incurred in
      connection with their review of the draft Closing Statement and any Proposed
      Adjustments or Unresolved Adjustments shall be borne by Chemtura.

     

    (v)  The
      Closing Statement shall become final and binding on the Sellers and the
      Purchaser, and shall have the effect of an arbitral award, upon the earliest
      of
      (i) the date that a Notice of Acceptance is delivered to the Purchaser pursuant
      to Section 3.2(c)(iii)(A)
      (in
      which case the final Working Capital Adjustment Amount shall be as set forth
      in
      the Closing Statement delivered pursuant to Section 3.2(c)(ii)),
      (ii)
      the date that is one day after the 30 day review period specified in
Section 3.2(c)(iii)
      has
      ended if no Notice of Disagreement has been delivered to the Purchaser pursuant
      to Section 3.2(c)(iii)(B)
      during
      such 30 day period (in which case the final Working Capital Adjustment Amount
      shall be as set forth in the Closing Statement delivered pursuant to
Section 3.2(c)(ii)),
      (iii)
      the date of an agreement in writing by the Sellers and the Purchaser that the
      Closing Statement, together with any modifications thereto agreed by the Sellers
      and the Purchaser, are final and binding (in which case the final Working
      Capital Adjustment Amount shall be as so agreed upon by the Sellers and the
      Purchaser) and (iv) the date on which the Accounting Firm resolves in writing
      any disputed matters (in which case the final Working Capital Adjustment Amount
      shall be as determined by the Accounting Firm pursuant to Section 3.2(c)(iv)).

     

    
      
        
        

      

      
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    (vi)  Each
      of
      the Sellers, on the one hand, and the Purchaser, on the other hand, shall
      reasonably cooperate with each other and provide the other (and such other’s
      independent auditors) with reasonable access to any books, records, working
      papers and employees as the other may reasonably request, in each case in
      connection with the preparation and review of the Closing Statement pursuant
      to
      this Section 3.2(c).

     

    (vii)  The
      Purchase Price shall be increased by the absolute value of the final Working
      Capital Adjustment Amount if the final Working Capital Adjustment Amount is
      positive and decreased by the absolute value of the final Working Capital
      Adjustment Amount if the final Working Capital Adjustment Amount is negative.
      If
      the final Working Capital Adjustment Amount is a negative number, the Sellers
      shall, within two Business Days after the Closing Statement becomes final and
      binding on the Sellers and the Purchaser (as provided in Section 3.2(c)(v)),
      make
      payment by wire transfer in immediately available funds to one or more accounts
      designated by the Purchaser of the absolute value of such amount together with
      a
      sum equivalent to interest thereon at a rate equal to the LIBOR Rate, accrued
      from the Closing Date to and including the date of payment and calculated on
      the
      basis of the actual number of days elapsed divided by 360. If the final Working
      Capital Adjustment Amount is a positive number, the Purchaser shall, within
      two
      Business Days after the Closing Statement becomes final and binding on the
      Sellers and the Purchaser (as provided in Section 3.2(c)(v)),
      make
      payment by wire transfer in immediately available funds to an account designated
      by Chemtura of the absolute value of such amount together with a sum equivalent
      to interest thereon at a rate equal to the LIBOR Rate, accrued from the Closing
      Date to and including the date of payment and calculated on the basis of the
      actual number of days elapsed divided by 360. “LIBOR
      Rate”
shall
      mean the closing rate of interest announced publicly by the British Bankers
      Association as its three month LIBOR rate for U.S. dollars on the Business
      Day
      preceding the date of determination, which for purposes of this Section 3.2(c)(vii)
      shall be
      the day the Closing Statement becomes final and binding on the Sellers and
      the
      Purchaser (as provided in Section 3.2(c)(v)).
      The
      Sellers and the Purchaser agree that any amounts paid pursuant to this
Section 3.2(c)(vii)
      shall be
      allocated in a manner that is consistent with the allocation of the Purchase
      Price pursuant to Section 3.4.

     

    3.3  Withholding.
      The
      Purchaser shall be entitled to deduct and withhold from the consideration
      otherwise payable pursuant to this Agreement to any Seller such amounts as
      the
      Purchaser is required to deduct and withhold under the Code, or any provision
      of
      state, local or foreign tax law, with respect to the making of such payment.
      To
      the extent that amounts are so withheld by the Purchaser, such withheld amounts
      shall be treated for all purposes of this Agreement as having been paid to
      the
      Seller in respect of whom such deduction and withholding was made by the
      Purchaser.

     

    
      
        
        

      

      
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    3.4  Allocation
      of Consideration for Assets.
      Following the Closing, Chemtura and the Purchaser shall use commercially
      reasonable efforts to agree on an allocation of the Purchase Price, together
      with all Assumed Obligations assumed by Purchaser, among the Assets and the
      Accounts Receivable Note in accordance with section 1060 of the Code. If
      Chemtura and the Purchaser are not able to agree on such allocation prior to
      the
      date that is four months after the Closing Date, Chemtura and the Purchaser
      shall jointly retain an appraiser to value the Assets and prepare such
      allocation, with the cost of, and any expenses associated with, such appraisal
      to be borne fifty percent by the Sellers and fifty percent by the Purchaser.
      Following the final determination of the allocation, each of the Purchaser
      and
      the Sellers shall (and shall cause their respective Affiliates to) file all
      necessary Tax Returns and other forms (including Internal Revenue Service Form
      8594) to report the transactions contemplated herein for U.S. federal, state,
      local and non-United States income Tax purposes in accordance with such
      allocation, and shall not take any position inconsistent with such allocation
      (or any adjustment to such allocation). Any adjustment to the Purchase Price
      for
      the Assets shall be allocated as provided in Treasury Regulation section
      1.1060-1 and, in the event of such adjustment, the Purchaser and the Sellers
      agree to revise and amend such allocation and Form 8594 within 30 days of such
      adjustment.
      Notwithstanding the foregoing, prior to the Closing, Chemtura and the Purchaser
      shall agree upon the portion of the Purchase Price to be allocated to the
      Transferred Owned Real Property (which allocation shall be comprised only of
      a
      portion of the Initial Purchase Price) so that the applicable Act of Cash Sale
      may reflect such amount and recite that it was received all in cash and for
      purposes of determining the fair market value of the Transferred Owned Real
      Property pursuant to Section
      7.13,
      and
      such allocation shall not be modified after the Closing without the prior
      written agreement of Chemtura and the Purchaser. 

     

    ARTICLE
      4.

    REPRESENTATIONS
      AND WARRANTIES OF SELLERS

     

    The
      Sellers, jointly and severally, represent and warrant to the Purchaser as
      follows:

     

    4.1  Due
      Organization.
      Each
      Seller (a) is a corporation, limited liability company, limited liability
      corporation or private company with limited liability (as the case may be)
      duly
      organized, validly existing and, solely with respect to those of such entities
      that are domiciled in jurisdictions that recognize the concept of good standing,
      in good standing under the laws of the jurisdiction of its formation,
      (b) has the requisite power and authority to own, operate and lease its
      properties and to conduct its business as presently conducted, and
      (c) other than such jurisdictions in which the failure to be qualified or
      in good standing would not reasonably be expected to have a Business Material
      Adverse Effect, is duly qualified to do business and is in good standing as
      a
      foreign entity in each jurisdiction that recognizes the concept of good standing
      and in which its ownership of Assets and its historic conduct of the Business
      makes such qualification necessary. 

     

    4.2  Due
      Authorization.
      Each
      Seller has full corporate, limited liability company, limited liability
      corporation or private company with limited liability (as the case may be)
      power
      and authority to execute, deliver and perform this Agreement and its Related
      Agreements and to consummate the transactions contemplated hereby and thereby.
      The execution, delivery and performance by each Seller of this Agreement and
      its
      Related Agreements and the consummation by such Seller of the transactions
      contemplated hereby and thereby have been duly authorized by all necessary
      action, including the approval (if required) of the board of directors (or
      similar governing body) of such Seller. Each Seller has duly and validly
      executed and delivered this Agreement and, at or prior to the Closing, such
      Seller will have duly and validly executed and delivered each of its Related
      Agreements. Assuming the due authorization, execution and delivery of this
      Agreement and its Related Agreements by the Purchaser, this Agreement
      constitutes, and each Related Agreement will upon the Closing constitute, the
      legal, valid and binding obligation of each Seller party thereto, enforceable
      against it in accordance with its respective terms, subject to the
      Enforceability Limitations.

     

    
      
        
        

      

      
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    4.3  Consents
      and Approvals; Authority Relative to this Agreement.

     

    (a)  Except
      (i) for the Governmental Required Consents and (ii) as set forth on
Schedule 4.3(a),
      no
      material Consent of or with any Governmental Authority is necessary in
      connection with (1) the execution, delivery or performance of this Agreement
      by
      any Seller or of any of the applicable Related Agreements by any Seller or
      (2)
      the consummation of any of the transactions contemplated hereby or thereby
      by
      any Seller.

     

    (b)  Other
      than, in the cases of clauses (2) and (3) below, any such items that would
      not
      reasonably be expected to have a Business Material Adverse Effect, and except
      (i) as set forth on Schedule 4.3(a)
      or
Schedule
      4.3(b),
      and
      subject to obtaining the Governmental Required Consents, the execution, delivery
      and performance of this Agreement and of the applicable Related Agreements
      by
      each Seller, and the consummation of the transactions contemplated hereby and
      thereby by each Seller, do not and will not: (1) violate any material Law
      applicable to or binding on any Seller or any Assets; (2) constitute a
      breach or default of, or permit cancellation of, or result in the creation
      of
      any Lien upon any of the Assets, or result in or constitute a circumstance
      which, with or without notice or lapse of time or both, would constitute any
      of
      the foregoing under, any Purchased Contract or any Contract to which any Seller
      is a party or any Contract by which any Seller, or any of such Seller’s assets
      is bound or by which any of the Assets are bound; (3) permit the
      acceleration of the maturity of any indebtedness of any of the Sellers or any
      of
      their respective Affiliates or indebtedness secured by any of their respective
      assets or any indebtedness secured by the Assets; or (4) violate or
      conflict with any provision of the certificate of
      incorporation or by-laws (or similar organizational documents) of any Seller.
      This Section
      4.3(b)
      does not
      apply to the Transferred
      Intellectual Property or
      the
      Purchased Contracts relating to the Transferred Intellectual
      Property.

     

    4.4  Financial
      Statements.
      Schedule 4.4
      sets
      forth (a) the unaudited special purpose statement of assets to be sold of the
      EPDM Business and the Monochem Business (excluding the Excluded Assets and
      the
      Retained Obligations) as of December 31, 2006 and the related
      unaudited special
      purpose statement of revenue and direct expenses of the EPDM Business and the
      Monochem Business for the year then ended, in each case prepared pursuant to
      the
      Basis of Presentation in conformity with GAAP (the “EPDM
      and Monochem Financial Statements”),
      and
      (b) the unaudited statement of assets
      to
      be sold of the Chemical Foaming Agent Business (excluding the Excluded Assets
      and the Retained Obligations) as of December 31, 2006 and the related unaudited
      statement of revenue and direct expenses of the Chemical Foaming Agent Business
      for the year then ended, in each case prepared in accordance with the
      Calculation Principles (except as set forth in the notes thereto) (the
“CFA
      Financial Statements”),
      in
      the case of each of clauses (a) and (b), together with any notes and schedules
      thereto (referred to collectively as the “Financial
      Statements”).
      The
      Financial Statements (i) were prepared from the books and records of the
      Sellers and the Business and (ii) fairly present, in all material respects,
      the assets to be sold and the revenue and direct expenses of the Business as
      of
      the dates and for the periods indicated therein,
      except
      as otherwise set forth in such Financial Statements. Notwithstanding any
      reference in any Financial Statement to the inclusion of certain assets to
      be
      sold and liabilities to be transferred, the only assets to be sold by the
      Sellers are the Assets and the only Liabilities to be assumed by the Purchaser
      are the Assumed Liabilities. 

     

    
      
        
        

      

      
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    4.5  No
      Adverse Effects or Changes.
      Except
      (a) with respect to the Excluded Assets and the Retained Obligations,
      (b) as otherwise contemplated by this Agreement or (c) as set forth on
Schedule 4.5,
      since
      December 31, 2006, (i) the Business has not suffered any event which has
      had or would reasonably be expected to have a Business Material Adverse Effect
      and (ii) the Business has been conducted in the ordinary course and in
      substantially the same manner as previously conducted.

     

    4.6  Title
      to Assets.
      Except
      as
      set forth on Schedule
      4.6,
      one or
      more of the Sellers has good and marketable title to, a valid and subsisting
      leasehold interest in or a valid right to use, each of the Assets free and
      clear
      of any Lien other than Permitted Liens, including on and as of the Closing
      Date,
      any Lien associated with the Receivables Securitization Agreements. Subject
      to
      obtaining and making all applicable Consents, each Seller (as applicable) has
      the right to sell, convey, transfer, assign and deliver the Assets owned, leased
      or used by it, as applicable, to the Purchaser and at the Closing such Seller
      shall convey to the Purchaser good and marketable title to, valid and subsisting
      leasehold interests in, or a valid right to use (as applicable), such Assets,
      free and clear of any Lien (other than Permitted Liens). This Section 4.6
      does not
      apply to (a) title to Transferred Owned Real Property, which is addressed
      solely in Section 4.8
      and
      (b) title to Transferred Intellectual Property, which is addressed solely
      in Section 4.13.

     

    4.7  Assets.

     

    (a)  Except
      as
      set forth on Schedule 4.7(a),
      the
      Assets, together with the Group Contracts identified on Schedule 4.7(a)
      and the
      rights and services to be provided by the Sellers to the Purchaser under the
      Transition Services Agreement, the License Agreements and the Ground Lease,
      constitute all the properties, assets and rights necessary to operate the
      Business in all material respects as it is currently conducted by the Sellers.
      

     

    (b)  Except
      as
      set forth on Schedule 4.7(b),
      the
      Assets located at the Geismar Facility (other than the Other Chemtura Business
      Equipment) and the Assets located at the Monochem Facility, in each case that
      are tangible personal property, buildings, structures, improvements or fixtures
      are, taken as a whole and having due regard for their age and length of use,
      in
      good repair and good operating condition, ordinary wear and tear excepted,
      and
      are suitable for use in the Business as currently conducted. The Sellers and
      the
      Purchaser acknowledge and agree that the Sellers’ financial obligations with
      respect to the repair, upgrade or replacement of any Assets disclosed on
Schedule
      4.7(b) as
      exceptions to this Section
      4.7(b)
      shall be
      as set forth in Section
      6.29.
      Notwithstanding anything in this Section
      4.7(b)
      to the
      contrary, (i) no representations and warranties are being made by the
      Sellers with respect to the condition of, or the suitability for use in the
      Business of, any Other Chemtura Business Equipment included in the Assets and
      (ii) any Other Chemtura Business Equipment transferred to the Purchaser
      under this Agreement is being transferred to the Purchaser on an “AS IS, WHERE
      IS” basis, in its present condition and state of repair, with all faults,
      limitations and defects (hidden and apparent). The Purchaser hereby acknowledges
      and agrees to accept any Other Chemtura Business Equipment in the condition
      it
      is in on the Closing Date based on its own inspection, examination and
      determination with respect thereto. 

     

    
      
        
        

      

      
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    4.8  Real
      Property.

     

    (a)  Except
      as
      set forth on Schedule 4.8(a),
      the
      Transferred Real Property is the only Real Property currently used by the
      Sellers in connection with the Business.

     

    (b)  Except
      as
      disclosed in Schedule
      4.3(b)
      (item
      iii), (i) subject to the Permitted Liens, the applicable Seller has the
      right to sell, convey, transfer, assign and deliver the Transferred Owned Real
      Property to the Purchaser, and (ii) at the Closing such Seller shall sell,
      convey, transfer, assign and deliver to the Purchaser good and marketable fee
      simple title to and absolute ownership of each Transferred Owned Real Property
      with limited warranties of title and limited warranties of condition consistent
      with the warranties set forth herein, free and clear of all Liens and
      Encumbrances (other than the Permitted Liens and all easements, servitudes,
      rights of way or other agreements of record with respect thereto). For the
      avoidance of doubt, no Transferred Owned Real Property is or shall be,
      immediately following the consummation of the Closing, subject to any lease
      or
      option, other than the Option Agreement dated as of May 5, 1998 between Uniroyal
      Chemical Company, Inc. and Air Liquide America Corporation.

     

    (c)  Schedule 4.8(c)
      sets
      forth (i) a true and complete list of all Real Property leased by any Seller
      and
      used in connection with the Business or constituting a part of the Assets (the
      “Leased
      Real Property”)
      and
      (ii) a true and correct list of all leases pursuant to which any Seller leases
      the Leased Real Property. The Sellers have made available to the Purchaser
      a
      true and complete copy of each such lease.
      To the
      Sellers’ Knowledge, no material default exists under any of the leases
      associated with the Leased Real Property. The applicable Seller enjoys quiet
      and
      peaceful possession of all such Leased Real Property in which it is the
      tenant.

     

    4.9  Equipment;
      Leased Personal Property.

     

    (a)  Schedule 4.9(a)
      includes
      a true and complete list by location of all of the equipment, machinery and
      other corporeal movables owned by a Seller and used or held for use primarily
      in
      the conduct of the EPDM Business and having an individual net book value in
      excess of $50,000.

     

    (b)  Schedule 4.9(b)
      sets
      forth a true and complete list by location of all the equipment, machinery
      and
      other corporeal movables owned by a Seller and used or held for use primarily
      in
      the conduct of the Chemical Foaming Agent Business and having an individual
      net
      book value in excess of $50,000.

     

    
      
        
        

      

      
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    (c)  Schedule 4.9(c)
      sets
      forth a list of each lease to which any Seller is a party with respect to
      tangible personal property used or held for use primarily in the conduct of
      the
      Business having aggregate remaining minimum lease payments in excess of $50,000.
      The Sellers have made available to the Purchaser true and complete copies of
      all
      the tangible personal property leases set forth on Schedule 4.9(c)
      (excluding tangible personal property leases that the Sellers have provided
      in
      redacted form or determined to withhold, in each case due to confidentiality
      restrictions, and which tangible personal property leases are described on
      Schedule 4.9(c)).

     

    (d)  The
      spare
      parts constituting a part of the Assets are in quantities reasonably sufficient
      to conduct the continuing operations of the Business.

     

    4.10  Customers
      and Suppliers.
      Notwithstanding any provision of this Agreement to the contrary, the
      representations and warranties of the Sellers contained in this Section 4.10
      are made
      as of May 16, 2007. Except as set forth on Schedule 4.10(a),
      to the
      Sellers’ Knowledge, there is no material dispute that relates to the Business
      between any Seller (on the one hand) and any Material Customer of or Material
      Supplier to such Seller (on the other hand). To the Sellers’ Knowledge, since
      January 1, 2006, and except for the expiration of any Purchased Contract in
      accordance with its terms, no Material Customer or Material Supplier has
      notified any of the Sellers in writing that it has cancelled or otherwise
      terminated its relationship with the Business or materially and adversely
      reduced the level of business done with the Business, either as a result of
      the
      transactions contemplated hereby or otherwise. “Material
      Customer”
shall
      mean the 20 largest customers of each of the EPDM Business and the Chemical
      Foaming Agent Business and the four largest customers of the Monochem Business
      (in each case as measured by Dollar amounts of purchases of products or services
      from each such business) stated separately for each of fiscal year 2006 and
      the
      three month period ended March 31, 2007, as set forth on Schedule 4.10(b).
      “Material
      Supplier”
shall
      mean the 10 largest suppliers of the EPDM Business at the Geismar Facility,
      the
      four largest suppliers of the Chemical Foaming Agent Business at the Geismar
      Facility and the seven largest suppliers of the Monochem Business (in each
      case
      as measured by Dollar amounts paid by each such business for products or
      services) stated separately for each of fiscal year 2006 and the three month
      period ended March 31, 2007, as set forth on Schedule 4.10(b). 

     

    4.11  Accounts
      Receivable.

     

    (a)  Except
      as
      set forth on Schedule
      4.11(a),
      all
      Accounts Receivable that are reflected on the Financial Statements, to the
      extent uncollected as of the date hereof, and the Accounts Receivable (other
      than the Parabor Receivable, if any) reflected, since the date of the Financial
      Statements, on the books of the Business are valid and existing and reflect
      amounts due arising from bona fide sales actually made or bona fide services
      actually performed by one or more of the Sellers in the ordinary course of
      business. Schedule 4.11(a)
      contains
      a correct and complete aging schedule as of December 31, 2006 of all Accounts
      Receivable. The reserve for doubtful accounts on the EPDM and Monochem Financial
      Statements has been calculated generally in accordance with GAAP, and the
      reserve for doubtful accounts on the CFA Financial Statements has been
      calculated generally in accordance with the Calculation Principles. To the
      Sellers’ Knowledge, as of the date of this Agreement, there are no facts or
      circumstances that could reasonably be expected to result in any material
      increase in the uncollectibility or delinquency in payment of the Accounts
      Receivable (other than the Parabor Receivable, if any) as a class in excess
      of
      the reserves therefor set forth on the Financial Statements. Notwithstanding
      anything provided in this Section
      4.11(a)
      to the
      contrary, the Sellers make no representations or warranties as to the Parabor
      Receivable, except that if such Parbor Receivable exists as of the Closing,
      the
      Sellers represent and warrant that such Parabor Receivable reflects an amount
      due arising from a bona fide sale of the Brazilian Inventory.

     

    
      
        
        

      

      
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    (b)  Schedule 4.11(b)
      identifies all unreturned security deposits and other deposits made by, or
      held
      by, any Person with respect to the Business for the benefit of any Seller that
      are reflected on the Financial Statements and any made since December 31, 2006,
      in each case as of the date of this Agreement. No Seller is holding any security
      deposits with respect to the Business for the benefit of any other
      Person.

     

    4.12  Proceedings.
      Except
      as set forth on Schedule 4.12,
      as of
      the date of this Agreement, there are no Proceedings pending or, to the Sellers’
Knowledge, threatened against any Seller that relate to the Business or any
      Asset before any arbitrator, court or other Governmental Authority, in each
      case
      which, if adversely determined, would (a) be reasonably likely to have a
      Business Material Adverse Effect, (b) be reasonably likely to result in
      damages over $100,000 or
      (c)
      enjoin or otherwise prohibit or restrict any of the transactions contemplated
      by
      this Agreement. Except as set forth on Schedule 4.12,
      the
      operation of the Business by each Seller is not subject to any order, judgment,
      decree, injunction, stipulation or consent order of or with any arbitrator,
      court or other Governmental Authority, other than any such orders having
      application to industry-wide matters. No Seller (in relation to its conduct
      of
      the Business) has entered into any agreement to settle or compromise any
      Proceeding pending or threatened against it which has involved any obligation
      other than the payment of money and for which it has any continuing
      obligation.

     

    4.13  Intellectual
      Property.

     

    (a)  Schedule 4.13(a)
      sets
      forth a true and complete list of all patents and patent applications and all
      registrations and applications for registrations for all Intellectual Property
      owned by any Seller and that are used in or necessary for the conduct of the
      Business (the “Registered
      Intellectual Property”).

     

    (b)  Schedule 4.13(b)(i)
      sets
      forth a true and complete list of all licenses and other Contracts, other than
      “off the shelf” commercially available software programs purchased or licensed
      for less than $100,000 in the aggregate, pursuant to which any Seller licenses
      from a third party Intellectual Property used in the conduct of the Business
      (the “Material
      Licenses”).
      Schedule 4.13(b)(ii)
      sets
      forth a true and complete list of all licenses and other Contracts pursuant
      to
      which any Seller licenses to a third party any Transferred Intellectual Property
      (the “Outbound
      Licenses”).
      The
      Sellers have made available to the Purchaser a true and complete copy of each
      of
      the Material Licenses and the Outbound Licenses (excluding Material Licenses
      and
      Outbound Licenses that the Sellers have provided in redacted form or determined
      to withhold, in each case due to confidentiality restrictions or because such
      licenses relate to Other Chemtura Businesses). To the Sellers’ Knowledge, the
      Material Licenses and Outbound Licenses are in full force and effect, and no
      Seller has taken any action or failed to take any action that would constitute
      a
      breach of any Material Licenses or Outbound Licenses. Except as set forth on
      Schedule 4.13(b)(iii),
      no
      Seller pays any royalty or other compensation to any Person for the right to
      use
      any Intellectual Property that is material to the Business.

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

    (c)  Except
      as
      set forth on Schedule 4.13(c):

     

    (i)  to
      the
      Sellers’ Knowledge, the use of the Transferred Intellectual Property as
      currently used by the Sellers in the conduct of the Business or by any party
      who
      is a licensee under such Transferred Intellectual Property from any Seller,
      and
      the conduct of the Business as conducted by the Sellers for the 12 months
      preceding the date hereof, does not infringe, dilute, misappropriate or
      otherwise violate the Intellectual Property rights of any other
      Person;

     

    (ii)  no
      Proceeding has been instituted and is pending and no Seller has received a
      written notice or threat from any Person, in either case which: (A) asserts
      an
      ownership interest in any Transferred Intellectual Property, (B) alleges that
      the conduct of the Business by any Seller violates any rights relating to
      Intellectual Property of any Person or (C) challenges the validity or
      enforceability of the Transferred Intellectual Property; and to Seller’s
      Knowledge, no basis for any of the foregoing exists;

     

    (iii)  the
      Sellers are the sole and exclusive owners of the Transferred Intellectual
      Property, free and clear of any Lien other than Permitted Liens;

     

    (iv)  subject
      to obtaining and making all applicable Consents, each Seller (as applicable)
      has
      the right to sell, convey, transfer, assign and deliver the Transferred
      Intellectual Property and the Purchased Contracts related to the Transferred
      Intellectual Property to the Purchaser and at the Closing such Seller shall
      convey to the Purchaser good and marketable title to such Transferred
      Intellectual Property and the Purchased Contracts related to the Transferred
      Intellectual Property, free and clear of any Lien (other than Permitted
      Liens).

     

    (v)  the
      Sellers have taken reasonable measures to protect the confidentiality of the
      trade secrets and confidential information with respect to the Transferred
      Intellectual Property; and

     

    (vi)  no
      Seller
      has filed any Proceeding or sent any written notice of a violation,
      infringement, misuse or misappropriation by any Person of Sellers’ rights to, or
      in connection with, the Transferred Intellectual Property and, to the Sellers’
Knowledge, none of the Transferred Intellectual Property is being infringed,
      diluted, misappropriated or otherwise violated by any Person. With respect
      to
      the Registered Intellectual Property, all fees, including registration,
      maintenance and renewal fees, that were due and payable to any applicable United
      States or other Governmental Authority have been paid.

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

    (d)  The
      Transferred Intellectual Property together with the Intellectual Property
      licensed to the Purchaser under the License Agreements constitute all of the
      Intellectual Property necessary for the conduct of the Business as it is
      presently conducted.

     

    (e)  Other
      than the Governmental Required Consents, no Consent of or with any Governmental
      Authority is necessary in connection with (i) the assignment of the Transferred
      Intellectual Property and the Purchased Contracts relating to Intellectual
      Property contemplated in this Agreement or (ii) the execution, delivery or
      performance of the License Agreements by any Seller.

     

    (f)  The
      assignment of the Transferred Intellectual Property and the Purchased Contracts
      relating to Intellectual Property as contemplated in this Agreement, and the
      execution, delivery or performance of the License Agreements by any Seller,
      do
      not and will not: (i) violate any Law applicable to or binding on any Seller
      or
      any of the Transferred Intellectual Property, any Purchased Contracts relating
      to Intellectual Property or the License Agreements; (ii) constitute a breach
      or
      default of, or permit cancellation of, or result in the creation of any Lien
      upon any of the Transferred Intellectual Property, any Purchased Contracts
      relating to Intellectual Property or the License Agreements, or result in or
      constitute a circumstance which, with or without notice or lapse of time or
      both, would constitute any of the foregoing under any Purchased Contract
      relating to Intellectual Property or by which any of the Transferred
      Intellectual Property is bound; (iii) permit the acceleration of the maturity
      of
      any indebtedness of any Seller or any of its respective Affiliates secured
      by
      the Transferred Intellectual Property or any Purchased Contracts relating to
      Intellectual Property or (iv) violate or conflict with any provision of the
      certificate of incorporation or by-laws (or similar organizational documents)
      of
      any Seller.

     

    (g)  The
      Sellers are in compliance in all material respects with all Laws applicable
      to
      or binding on them or any of the Transferred Intellectual Property and the
      Purchased Contracts relating to Intellectual Property.

     

    (h)  Except
      as
      set forth on Schedule 4.13(h),
      the
      Inventory is not subject to any agreement pursuant to which any Seller (or
      following the Closing, the Purchaser) is authorized to use any Intellectual
      Property in connection with the manufacture, marketing, sale or other
      distribution or disposition of any Inventory or other agreement that limits,
      conditions or restricts any Seller’s (or upon and following the consummation of
      the Closing, the Purchaser’s) right to sell or otherwise dispose of such
      Inventory. No Inventory is the subject of any Intellectual Property
      Claim.

     

    4.14  Contracts.

     

    (a)  Schedule 4.14(a)
      is a
      true and complete list, as of the date of this Agreement, of all the Contracts
      of the following types to which (1) any Seller is a party (but only if such
      Contract primarily relates to the Business) or (2) any of the Assets is
      subject:

     

    
      
        
        

      

      
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    (i)  any
      collective bargaining agreement;

     

    (ii)  any
      Contract with any Business Employee (other than a Non-U.S. Employee) related
      to
      the terms and conditions of employment, other than a Contract on the Sellers’
standard
      form Contract
      with Business Employees related to the terms and conditions of employment
      previously made available to the Purchaser and other than Benefit Plans and
      Benefit Programs;

     

    (iii)  the
      Sellers’ standard form Contract under which any Business Employee (other than a
      Non-U.S. Employee) has any obligation to any Seller to refrain from competing
      with the Business or to keep information regarding the Business
      confidential;

     

    (iv)  any
      Contract pursuant to which any Seller has made or will make loans or advances,
      or has incurred, or is obligated to incur (whether on an absolute or contingent
      basis), indebtedness for borrowed money or has become a guarantor or surety
      or
      pledged its credit for or otherwise become responsible for or is otherwise
      liable for or obligated with respect to any undertaking of another Person
      (except for endorsements for collection or deposit of negotiable instruments
      in
      transactions in the ordinary course of business);

     

    (v)  any
      Contract with (A) any Affiliate of any Seller (excluding any contract with
      or
      relating to any Seller Plan) or (B) any officer or director of any Seller (other
      than employment agreements or similar arrangements relating to their
      employment);

     

    (vi)  any
      Contract (including a purchase order) with any customer or supplier with whom
      the Sellers have entered into Contracts (including purchase orders) which,
      in
      the aggregate, have or are expected to have a commitment of more than $250,000
      on an annual basis;

     

    (vii)  any
      Contract involving a partnership, joint venture or other cooperative undertaking
      or other arrangement involving a sharing of profits or expenses;

     

    (viii)  any
      Contract involving any non-competition or similar restrictions binding on any
      owner of the Business, including with respect to the geographical area of
      operations or scope or type of business of any owner of the
      Business;

     

    (ix)  any
      Contract for any capital expenditures or leasehold improvements involving the
      payment of more than $100,000;

     

    (x)  any
      Contract that, if terminated prior to its expiration in accordance with its
      terms, would reasonably be expected to have a Business Material Adverse
      Effect;

     

    (xi)  any
      Contract that imposes or evidences any Lien for borrowed money or material
      Lien
      (other than a Permitted Lien) on any of the Assets;

     

    
      
        
        

      

      
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    (xii)  any
      consignment Contract;

     

    (xiii)  any
      lease
      with respect to Real Property or any of the other material Assets;

     

    (xiv)  any
      Contract to sell, lease or dispose of any Asset, in each case other than in
      the
      ordinary course of business or in connection with the matters described in
      Schedule
      4.14(a)(xiv);

     

    (xv)  any
      Contract for storage, processing, terminalling, delivery, shipment or
      transportation of Assets, including any Contract with any warehouseman,
      processor or bailee;

     

    (xvi)  any
      sales
      agency, sales representative, distributorship or marketing
      Contract;

     

    (xvii)  any
      other
      Contract providing for future payments by any Seller in excess of $100,000
      on an
      annual basis that cannot be terminated upon 90 days’ notice by such Seller (and,
      following the Closing, by the Purchaser) without penalty or premium;
      and

     

    (xviii)  any
      other
      Contract entered into outside the ordinary course of business the absence of
      which would have a Business Material Adverse Effect.

     

    (b)  The
      Sellers have made available to the Purchaser a true and complete copy of each
      Contract or form of Contract that is listed on Schedule 4.14(a)
      (the
“Material
      Contracts”)
      (excluding Contracts that the Sellers have provided in redacted form or
      determined to withhold, in each case due to confidentiality restrictions or
      because such Contracts relate to Other Chemtura Businesses). Except as set
      forth
      on Schedule 4.14(b),
      to the
      Sellers’ Knowledge, the Material Contracts are in full force and
      effect.

     

    4.15  Permits.
      Except
      as
      set forth on Schedule
      4.15,
      each
      Seller possesses or has applied for all material Permits required by applicable
      Law for such Seller to conduct the Business as currently conducted. Schedule 4.15
      is a
      true and complete list of all Permits (other than Environmental Permits) held
      by
      the Sellers in connection with the Business and material to the operation of
      the
      Business. Except as set forth on Schedule
      4.15,
      each
      Seller is and has been for the 12 months preceding the date hereof in material
      compliance with all Permits held in connection with the Business applicable
      to
      or binding on it or any of its Assets, and since January 1, 2006, no Seller
      has
      received any written notice from a Governmental Authority that (i) alleges
      that any Seller is not in material compliance with any Permit or
      (ii) alleges that any Seller does not possess any Permit required by
      applicable Law for such Seller to conduct the Business as currently conducted.
      This Section 4.15
      does not
      relate to the Environmental Permits, which are addressed in Section 4.21.

     

    4.16  Inventory.

     

    (a)  The
      Inventory reflected in the EPDM and Monochem Financial Statements is
      fairly
      valued in accordance with the GAAP, and the Inventory reflected in the CFA
      Financial Statements is fairly valued in accordance with the Calculation
      Principles. Except as set forth on Schedule
      4.16(a),
      the
      Inventory, taken as a whole, consists of a quality and is in quantities
      sufficient and reasonable for the operation of the Business in the ordinary
      course of business consistent with past practice. Finished goods constituting
      Inventory are saleable in the ordinary course of business except for obsolete
      items and items of below-standard quality all of which will at the Closing
      have
      been written down to net realizable value on the Estimated Closing Statement.
      The inventory obsolescence policies of the Sellers with respect to the Business
      are appropriate for the nature of the products sold. Schedule
      4.16(a)
      sets
      forth a list of the places where Inventories were located as of the date
      indicated therein, which is in each case within five Business Days of the date
      hereof.

     

    
      
        
        

      

      
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    (b)  Except
      pursuant to the Purchased Contracts set forth on Schedule
      4.16(b),
      no
      Inventory is consigned to any Person.

     

    (c)  Except
      pursuant to the Purchased Contracts set forth on Schedule
      4.16(c),
      no
      inventory is held by any Seller on consignment from any Person or subject to
      any
      sale-or-return, sale-on-approval or repurchase agreement with any
      supplier.

     

    (d)  Except
      as
      set forth on Schedule
      4.16(d),
      all of
      the Inventory is in the physical possession of a Seller, located in a warehouse
      or a similar facility or is in transit to or from a customer or supplier of
      a
      Seller or from a warehouse or such similar facility.

     

    4.17  Benefit
      Plans.

     

    (a)  Schedule 4.17(a)
      lists
      each of the following which is sponsored, maintained or contributed to by the
      Sellers or any of their ERISA Affiliates for the benefit of Business Employees
      (other than any Non-U.S. Employees), other than any Foreign Benefit Plans
      (except as provided in Section
      4.17(c)
      below).
      To the extent applicable, all matters relating to Non-U.S. Employees and Foreign
      Benefit Plans are set forth in Section
      11.3
      and
Schedule
      11.3,
      the
      Employee Exhibits (referenced in Section
      11.3)
      or
Section
      11.7
      and
Schedule
      11.7,
      as
      applicable.  

     

    (i)  each
      “employee benefit plan,” as such term is defined in section 3(3) of ERISA
      (“Benefit
      Plan”);
      and

     

    (ii)  each
      written personnel policy pertaining to compensation and benefits matters,
      written stock option plan, stock purchase plan, stock appreciation rights
      arrangement, phantom stock plan, collective bargaining agreement, bonus plan
      or
      arrangement, incentive award plan or arrangement, vacation policy, severance
      pay
      plan, policy or agreement, deferred compensation agreement or arrangement,
      executive compensation or supplemental income arrangement, severance agreement,
      change in control agreement and each other employee benefit plan, agreement,
      arrangement, program, practice or understanding which is not described in
Section 4.17(a)(i)
      (each a
“Benefit
      Program”).

     

    (b)  True,
      correct and complete copies of each of the Benefit Plans and Benefit Programs,
      including all amendments thereto, have been made available to the
      Purchaser.

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

    (c)  Each
      Benefit Plan, Benefit Program and Foreign Benefit Plan complies with and has
      been administered in form and in operation in all material respects in
      accordance with its terms and will all applicable requirements of
      Law.

     

    (d)  As
      to any
      employee benefit plan subject to Title IV of ERISA sponsored, maintained or
      contributed to by the Sellers or any of their ERISA Affiliates (collectively,
      the “ERISA
      Group”)
      for
      the benefit of the employees of the ERISA Group or former employees of the
      ERISA
      Group or which has been so sponsored, maintained or contributed to within six
      years prior to the Closing Date for the benefit of such individuals (a
“Title
      IV Plan”),
      there
      has been no event or condition which presents the risk of plan termination,
      no
      accumulated funding deficiency, whether or not waived, within the meaning of
      section 302 of ERISA or section 412 of the Code has been incurred, no reportable
      event within the meaning of section 4043 of ERISA (for which the disclosure
      requirements of Regulation section 4043.1 et seq.,
      promulgated by the Pension Benefit Guaranty Corporation (“PBGC”)
      have
      not been waived) has occurred, no notice of intent to terminate the Title IV
      Plan has been given under section 4041 of ERISA, no proceeding has been
      instituted under section 4042 of ERISA to terminate the Title IV Plan, and
      no
      liability to the PBGC has been incurred (other than premiums incurred in the
      normal operation of such employee benefit plans);

     

    (e)  With
      respect to any Title IV Plan, no withdrawal liability, within the meaning of
      section 4201 of ERISA, has been incurred, which withdrawal liability has not
      been satisfied, and all contributions (including installments) to such plan
      required by section 302 of ERISA and section 412 of the Code have been timely
      made.

     

    4.18  Employment
      and Labor Matters.

     

    (a)  The
      Sellers have made available to the Purchaser a true and complete list of
      Business Employees as of February
      2, 2007 containing, for each Business Employee, the job title or position,
      date
      of commencement of employment or engagement, current compensation including
      bonus eligibility percentage and sick and paid-time-off and vacation leave
      that
      is accrued or credited but unused or unpaid as of the date on which the list
      described herein was completed. There is, and since January 1, 2005 there has
      been, no labor strike, material labor dispute, material labor slow-down,
      material work stoppage pending or, to the Sellers’ Knowledge, threatened,
      against any Seller and relating to the Business. None of the Business Employees
      are covered by any collective bargaining agreement and, to the Sellers’
Knowledge, no representation petition has been filed by any such employee and
      is
      pending before the National Labor Relations Board (or any similar non-U.S.
      Governmental Authority) and, since January 1, 2005, to the Sellers’ Knowledge no
      union organizing campaign with respect to the Business has been in progress
      or
      has been threatened.

     

    (b)  With
      regard to the Business Employees, the Sellers are in compliance in all material
      respects with all applicable Laws relating to employment and employment
      practices, terms and conditions of employment, and wages and hours, and, to
      the
      Sellers’ Knowledge, are not engaged in any unfair labor practice or unlawful
      employment practice. In addition, there are no material pending or unremedied
      grievances, or material pending or unremedied unfair labor practice charges,
      or
      material pending or unremedied arbitration proceedings against any Seller with
      respect to the Business.

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

    (c)  With
      regard to the Business Employees, the Sellers have not received written notice
      of any material charge or complaint since January 1, 2005 before the Equal
      Employment Opportunity Commission or the Department of Labor or any state,
      local
      or foreign agency of similar jurisdiction relating to the Sellers, and the
      Sellers have not, to the Sellers’ Knowledge, received any notice of any such
      material threatened charge or complaint against any Seller before the Equal
      Employment Opportunity Commission or the Department of Labor or any state,
      local
      or foreign agency of similar jurisdiction relating to the Sellers.

     

    (d)  With
      regard to the Business Employees, the Sellers have not received written notice
      of any material complaint or claim since January 1, 2006 from any Business
      Employee that has been or will be filed in any federal, state, city or foreign
      court of competent jurisdiction arising out of the employment with or separation
      of employment from the Sellers.

     

    4.19  Taxes.
      Except
      as otherwise set forth on Schedule 4.19:

     

    (a)  All
      material Tax Returns with respect to the Assets or the Business that are
      required to be filed before the Closing Date have been or will be timely filed,
      the information provided on such Tax Returns is or will be complete and accurate
      in all material respects, and all Taxes shown to be due on such Tax Returns
      have
      been or will be paid in full, to the extent that a failure to file such Tax
      Returns or pay such Taxes, or an inaccuracy in such Tax Returns, as applicable,
      would reasonably be expected to result in Purchaser being liable for such Taxes
      or would reasonably be expected to give rise to a Lien on the Assets. There
      are
      no currently pending or, to the Sellers’ Knowledge, threatened, audits,
      administrative or judicial proceedings, or any deficiency or refund litigation,
      with respect to Taxes that could affect the Assets or the Business after the
      Closing.

     

    (b)  No
      Seller
      that is a foreign person within the meaning of section 1445(f)(3) of the Code
      is
      transferring a “United States real property interest” within the meaning of
      section 897(c) of the Code.

     

    4.20  No
      Defaults or Violations.

     

    (a)  Except
      as
      set forth on Schedule 4.20,
      since
      January 1, 2006, none of the Sellers has breached the provisions of, and none
      of
      the Sellers is in default under the terms of or has triggered any termination
      rights under or obligation to deliver any collateral, credit support, advance
      payment or adequate assurances under, any Material Contract and, to the Sellers’
Knowledge, no other party to any such Material Contract has, since January
      1,
      2006, breached any material provision thereof or is in material default
      thereunder or has triggered any termination rights thereunder or obligation
      to
      deliver any collateral, credit support, advance payment or adequate assurances
      thereunder.

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

    (b)  Excluding
      (i) matters relating to Taxes, which are addressed in Section 4.19,
      (ii)
      environmental matters, which are addressed in Section 4.21,
      (iii) Intellectual Property matters, which are addressed in Section 4.13,
      (iv) matters relating to Permits, which are addressed in Section 4.15,
      and
      (v) employee benefits and employee matters, which are addressed in
Sections 4.17
      and
4.18
      or the
      Employee Exhibits, the Sellers (in relation to the Business and the Assets)
      are
      in compliance in all material respects with all Laws applicable to or binding
      on
      them or any of the Assets and, since January 1, 2006, no Seller (in relation
      to
      the Business and the Assets) has received any written notice from a Governmental
      Authority that alleges that any Seller is not in compliance in all material
      respects with any Law applicable to the conduct of the Business or the ownership
      of the Assets.

     

    4.21  Environmental
      Matters. Except
      as
      set forth on Schedule
      4.21:

     

    (a)  The
      Sellers (in relation to the Transferred Real Property and the Business) are
      in
      compliance with all applicable Environmental Laws.

     

    (b)  Schedule
      4.21(b)
      is a
      true and complete list of all Environmental Permits held by the Sellers in
      connection with the operation of the Transferred Real Property and the Business.
      The Sellers are in possession of all Environmental Permits required for their
      operation of the Transferred Real Property and the Business and are in
      compliance with all of the requirements and limitations included in such
      Environmental Permits.

     

    (c)  Each
      Seller has timely filed applications for the renewal of such Environmental
      Permits as may be necessary. There are no facts, circumstances or conditions
      that could reasonably be expected to lead to the revocation or denial of
      applications for the renewal of such Environmental Permits on terms less
      favorable than what are currently in effect. There are no pending challenges
      to
      any Environmental Permit.

     

    (d)  None
      of
      the Sellers or their respective Affiliates (in relation to the Transferred
      Real
      Property and the Business) have, within five years prior to the Closing Date
      and
      other than has already been provided to the Purchaser, received any notice
      from
      any Governmental Authority claiming or asserting that (i) the operation of
      the
      Business at any location or using any of the tangible Assets by any Seller,
      or
      any of their respective Affiliates, is in violation of, or otherwise subject
      to
      any liability under any Environmental Law or Environmental Permit, or (ii)
      any
      Seller or any of its respective Affiliates (in relation to the Transferred
      Real
      Property and the Business) is responsible (or potentially responsible) for
      the
      cleanup of any Hazardous Substances at any location.

     

    (e)  No
      orders, judgments or injunctions under any Environmental Law remain in force
      and
      effect and apply to the operations of, or impose any on-going liabilities or
      obligations on any Seller.

     

    (f)  To
      the
      Sellers’ Knowledge, no facts, events or conditions relating to the Business and
      tangible Assets exist that would be reasonably likely to prevent continued
      compliance with Environmental Laws.

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

    (g)  No
      Seller
      (in relation to the operation of the Business and tangible Assets) is the
      subject of any pending or threatened Proceeding in any forum, judicial or
      administrative, involving a demand for damages, injunctive relief, penalties
      or
      other potential liability with respect to any Environmental Violations or
      Environmental Claims.

     

    (h)  The
      Sellers have conducted off-site disposal of hazardous waste only in compliance
      with applicable laws. To the Sellers’ Knowledge, no Seller has transported
      off-site for treatment, storage or disposal any Hazardous Substances from its
      operations that could reasonably give rise to liabilities under any
      Environmental Law.

     

    (i)  As
      provided in Schedule
      4.21(i)
      and
      except for Releases authorized by Environmental Permits, the Sellers have
      disclosed all Releases of Hazardous Substances known or that they have reason
      to
      know on, from, or to the Transferred Real Property that either (A) exceeded
      the reportable quantity during the last three years or (B) are on going and
      are reaching the soils and/or groundwater at the Transferred Real
      Property.

     

    (j)  No
      Seller
      has assumed or agreed to bear any liabilities or obligations of any third party
      under any Environmental Law other than in connection with contractual agreements
      with the contractors performing the Geismar Response Actions.

     

    (k)  The
      Sellers have made available to the Purchaser (i) all material reports and
      studies regarding the extent and nature of soil and groundwater contamination
      resulting from Releases of Hazardous Substances from, on, at or under the
      Transferred Real Property, the Geismar Retained Land or, to the Sellers’
Knowledge, the Leased Real Property (which term for purposes of this
Section
      4.21(k)
      does not
      include the Real Property that is the subject of the Monochem Lease as it is
      included in the definition of the Transferred Real Property) and related
      material communications with Governmental Authorities, (ii) all material notices
      and communications with Governmental Authorities related to non-compliance
      with
      Environmental Laws and Environmental Permits during 2006 and (iii) the most
      recent corporate PSM audit report. 

     

    4.22  Conduct
      of the Business.
      Except
      as set forth on Schedule 4.22,
      Chemtura and its Affiliates conduct the Business only through the Sellers and
      not through any other Person or any division or direct or indirect subsidiary
      or
      Affiliate of any Seller.

     

    4.23  Foreign
      Corrupt Practices.
      Since
      January 1, 2002, none of the Sellers, any of their respective Affiliates,
      directors or officers or, to the Sellers’ Knowledge, any representative,
      employee or agent thereof, has, for or on behalf of the Business or in
      connection with this Agreement or the transactions contemplated hereby
      (a) made any unlawful payment to a foreign or domestic government official
      or employee or (b) violated in any material respect any applicable
      provision of the U.S. Foreign Corrupt Practices Act, as amended.

     

    4.24  EBITDA
      for the EPDM Business.
      Based
      solely on information available to Chemtura as of the date hereof and
      assumptions believed by Chemtura to be reasonable as of the date hereof, to
      the
      Sellers’ Knowledge, there is no reason to believe that EBITDA for the EPDM
      Business for the 12 months ended December 31, 2007 will be less than the amount
      set forth on Schedule
      4.24
      (assuming operation of the EPDM Business in a manner generally consistent with
      the current operation thereof, except as set forth on Schedule
      4.24).
      

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

    4.25  Sale
      of Products.
      No
      product manufactured or sold by the Business during the 12-month period
      immediately preceding the date hereof has been the subject of any
      Seller-initiated or other recall, and, to the Sellers’ Knowledge, no event has
      occurred and no condition or circumstance exists that would reasonably be
      expected to give rise to any such recall. During the 12-month period immediately
      preceding the date hereof, there has not been any material level of product
      returns by customers of the Business, considered in the aggregate, in respect
      of
      products supplied by the Business.

     

    ARTICLE
      5.

    REPRESENTATIONS
      AND WARRANTIES OF THE PURCHASER

     

    The
      Purchaser represents and warrants to the Sellers as follows:

     

    5.1  Due
      Incorporation.
      The
      Purchaser is a limited liability company duly organized, validly existing and
      in
      good standing under the laws of Delaware, and has all requisite limited
      liability company power and authority to own, operate and lease its assets
      and
      to conduct its business as presently conducted.

     

    5.2  Due
      Authorization.
      The
      Purchaser has full limited liability company power and authority to execute,
      deliver and perform this Agreement and its Related Agreements and to consummate
      the transactions contemplated hereby and thereby. The execution, delivery and
      performance by the Purchaser of this Agreement and its Related Agreements and
      the consummation by the Purchaser of the transactions contemplated hereby and
      thereby have been duly authorized by all necessary limited liability company
      action. The Purchaser has duly and validly executed and delivered this Agreement
      and, at or prior to the Closing, will have duly and validly executed and
      delivered each of its Related Agreements. Assuming the due authorization,
      execution and delivery of this Agreement and the Related Agreements by each
      Seller (as applicable), this Agreement constitutes, and each of the Related
      Agreements will after the Closing constitute, the Purchaser’s legal, valid and
      binding obligation, enforceable against it in accordance with its respective
      terms, subject to the Enforceability Limitations.

     

    5.3  Consents
      and Approvals; Authority Relative to this Agreement.

     

    (a)  Except
      for the Governmental Required Consents or as set forth on Schedule 5.3,
      no
      Consent of or with any Governmental Authority is necessary in connection with
      the execution, delivery or performance by the Purchaser of this Agreement or
      any
      of its Related Agreements or the consummation by the Purchaser of the
      transactions contemplated hereby or thereby.

     

    (b)  Except
      for the Governmental Required Consents or as set forth on Schedule 5.3,
      the
      execution, delivery and performance by the Purchaser of this Agreement and
      its
      Related Agreements, and the consummation by the Purchaser of the transactions
      contemplated hereby and thereby, do not and will not: (i) violate any Law
      applicable to or binding on the Purchaser or any of its assets; (ii) constitute
      a breach or default of, or permit cancellation of, or result in the creation
      of
      any Lien upon any of the assets of the Purchaser under, or result in or
      constitute a circumstance which, with or without notice or lapse of time or
      both, would constitute any of the foregoing under, any Contract to which the
      Purchaser or any of its Affiliates is a party or by which the Purchaser or
      any
      of its Affiliates or any of their respective assets is bound; (iii) permit
      the
      acceleration of the maturity of any indebtedness of the Purchaser or any of
      its
      Affiliates or indebtedness secured by any of their respective assets; or (iv)
      violate or conflict with any provision of the limited liability company
      operating agreement or other organizational documents of the
      Purchaser.

     

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

    5.4  Proceedings.
      There
      are no Proceedings pending, or, to the Purchaser’s Knowledge, threatened, by or
      against the Purchaser or any of its Affiliates with respect to this Agreement
      or
      the Related Agreements, or in connection with the transactions contemplated
      hereby or thereby.

     

    5.5  Financing.

     

    (a)  The
      Purchaser has obtained (i) a term sheet from a responsible financial institution
      (the “Term
      Sheet”)
      setting forth certain terms and conditions of first-lien debt financing to
      include the making of loans to and issuance of letters of credit for the benefit
      of the Purchaser and (ii) a letter (the “Financeability
      Letter”)
      referring to second-lien debt financing to be arranged through the private
      debt
      markets (collectively, the “Debt
      Financing”),
      in
      amounts that if such Debt Financing is successfully obtained will be in the
      aggregate, together with the amount of the Equity Financing and available cash
      resources of the Purchaser, sufficient to pay the amounts to be paid by the
      Purchaser at the Closing under this Agreement and the fees and expenses incurred
      by the Purchaser in connection with the transactions contemplated hereby. The
      Purchaser has made available to Chemtura true and complete copies of the Term
      Sheet and the Financeability Letter.

     

    (b)  Subject
      to Chemtura’s compliance with Section
      6.16(b),
      the
      Purchaser will, as of the Closing, have obtained up to $35 million in equity
      (the “Equity
      Financing”)
      from
      certain equity investors to fund in part the amounts to be paid at the Closing
      under this Agreement.

     

    ARTICLE
      6.

    COVENANTS

     

    6.1  Access
      to Information.
      From
      and after the date of this Agreement until the Closing Date, each Seller shall
      (and shall request its accountants and environmental consultants to) afford
      to
      the Purchaser and its accountants, counsel and other Representatives reasonable
      access, upon reasonable notice during normal business hours, to all the
      personnel, properties, books, contracts, commitments, Tax Returns and records
      of
      the Business that relate to the Assets (but not including Tax Returns in respect
      of income generated by such Assets) and during such period shall furnish to
      the
      Purchaser any information of the Business relating to (and then only to the
      extent relating to) the Assets which is reasonably available to the Sellers
      as
      the Purchaser may reasonably request; provided
      that
      nothing herein will obligate any Seller to (a) take any actions that would
      unreasonably interrupt the normal course of business of the Business (including
      conducting, or permitting the Purchaser to conduct, any environmental sampling
      or testing) or (b) violate any Law or the terms of any Contract to which any
      Seller or any Affiliate of any Seller is a party or to which any assets of
      any
      Seller or any Affiliate of any Seller are subject, and provided,
      further,
      that if
      any particular document or other item containing information to which the
      Purchaser has the right of access pursuant to this Section 6.1
      contains
      both (y) information related to the Business and (z) other information, then
      the
      applicable Seller may, at its option, either (i) provide a copy of such
      document or item to the Purchaser subject to the Purchaser’s obligations
      contained herein to keep such other information confidential or (ii) redact
      (with reasonable promptness) such document or item and provide the Purchaser
      with access to such redacted form of document or item (which redacted form
      of
      document or item shall incorporate all information that the Purchaser has the
      right to access pursuant to this Section 6.1).
      Notwithstanding anything to the contrary contained in this Section 6.1,
      nothing
      in this Section 6.1
      shall
      require any party to provide any other party with books and records or
      information that constitute Privileged Documents.

     

    
      
        
        

      

      
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    6.2  Preservation
      of Business.
      From
      the
      date of this Agreement until the Closing Date, except as set forth on
Schedule 6.2
      or as
      contemplated by this Agreement (including any Employee Exhibit), each Seller
      shall operate the Business in the ordinary course of business consistent with
      past practice. Without limiting the generality of the foregoing, except as
      set
      forth on Schedule 6.2
      or as
      contemplated by this Agreement, prior to the Closing the Sellers collectively
      in
      connection with the Business as it is conducted at the Geismar Facility and
      the
      Monochem Facility shall not, without the prior written consent of the Purchaser,
      which shall not be unreasonably withheld or delayed:

     

    (a)  sell,
      transfer, lease, license, convey or otherwise dispose of any Assets having
      a net
      book value, individually or in the aggregate, in excess of $25,000, except
      in
      the ordinary course of business and consistent with past practice or in
      connection with the matters described in Schedule
      4.14(a)(xiv);

     

    (b)  acquire
      or lease any material assets having a net book value, individually or in the
      aggregate, in excess of $10,000, except in the ordinary course of business
      and
      consistent with past practice;

     

    (c)  make
      any
      material changes in the accounting principles or practices of the Business,
      except as required by GAAP or applicable Law;

     

    (d)  other
      than supply arrangements in the ordinary course of business and consistent
      with
      past practice, enter into any material transaction with any Affiliate of any
      Seller (including another Seller);

     

    (e)  enter
      into, adopt, amend or terminate any material bonus, profit sharing,
      compensation, termination, stock option, stock appreciation right, restricted
      stock, performance unit, pension, retirement, deferred compensation, employment,
      severance or other employee benefit agreement, trust, plan or fund for the
      benefit or welfare of any Business Employee, or materially increase the
      compensation or benefits of any Business Employee, or enter into any Contract
      to
      do any of the foregoing, in each case except (i) in the ordinary course of
      business or to the extent undertaken in connection with the implementation
      of a
      program that impacts all similarly situated employees of Chemtura and its
      Affiliates, (ii) as required by Law or (iii) as required by the terms of any
      collective bargaining agreement;

     

    
      
        
        

      

      
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    (f)  enter
      into any Contract that (i) obligates the Sellers to make aggregate payments
      in
      excess of $25,000 and that would be binding upon the Business or the Assets
      after the Closing or (ii) that has a term of, or requires the performance of
      any
      obligation by the Sellers over a period in excess of, one year and that would
      be
      binding upon the Business or the Assets after the Closing, in each case except
      in the ordinary course of business and consistent with past practice;
provided
      that in
      no event shall any Seller or enter into any hedging arrangement or other
      derivative transaction that would be binding upon the Business or the Assets
      after the Closing;

     

    (g)  (i) waive
      or abandon any material rights under any of the Material Contracts,
      (ii) repudiate any of its obligations under any Material Contract or
      disaffirm or challenge the validity or enforceability thereof, (iii) amend
      any Material Contract in a manner that would (A) adversely affect the use
      or enjoyment thereof by the Purchaser, (B) materially decrease the value
      thereof or (C) materially increase the Purchaser’s obligations or
      liabilities thereunder, (iv) terminate any Material Contract (except with
      respect to purchase orders in the ordinary course of business consistent with
      past practice) or (v) materially default in the performance of any
      obligation under a Material Contract; or

     

    (h)  waive
      or
      abandon or otherwise dispose of any rights in or to any Registered Intellectual
      Property or any other material Transferred Intellectual Property.

     

    6.3  Consents
      and Approvals.

     

    (a)  On
      the
      terms and subject to the conditions of this Agreement, each of the Sellers
      and
      the Purchaser shall use its commercially reasonable efforts to cause the Closing
      to occur, including taking all reasonable actions necessary to comply promptly
      with all legal requirements that may be imposed on it or any of its Affiliates
      with respect to the Closing. Each of the Sellers, on the one hand, and the
      Purchaser, on the other hand, shall not (and shall cause its respective
      Affiliates not to) take any actions that would, or that could reasonably be
      expected to, result in any of the conditions set forth in Article
      7
      or
Article
      8,
      respectively, not being satisfied. Notwithstanding anything to the contrary
      contained in this Agreement, nothing contained herein shall require any party
      to
      waive its rights to terminate the Agreement hereunder or any condition to its
      obligation to consummate the transactions contemplated hereby.
      For the
      avoidance of doubt, the Seller shall be responsible for all requirements under
      sections 22a-134 through 22a-134e of the Connecticut General Statutes commonly
      known as “the property transfer law” that may be applicable to acts, events or
      circumstances occurring prior to the Closing as a result of the transactions
      contemplated by this Agreement. 

     

    (b)  In
      furtherance and not in limitation of the provisions of Section 6.3(a),
      the
      Sellers and the Purchaser shall (i) file within 30 days after the date of
      this Agreement with the Antitrust Division and the FTC the notification and
      report form required under the HSR Act for the transactions contemplated hereby,
      requesting early termination of the waiting period thereunder, (ii) respond
      promptly to inquiries from the Antitrust Division or the FTC in connection
      with
      such filings, including providing any supplemental information that may be
      requested by the Antitrust Division or the FTC and (iii) provide to the other
      party copies of any filings made under the HSR Act at the time they are filed
      with the Antitrust Division or the FTC, but excluding documents or disclosures
      that reflect negotiations or valuations. Each of the Sellers and the Purchaser
      shall furnish to the other such necessary information and reasonable assistance
      as the other may request in connection with its preparation of any filing or
      submission that is necessary under the HSR Act. The Sellers and the Purchaser
      shall keep each other apprised of the status of any communications with, and
      any
      inquiries or request for additional information from, the Antitrust Division
      or
      the FTC. Each of the Sellers and the Purchaser shall use its commercially
      reasonable efforts to obtain any clearance required under the HSR Act for the
      consummation of the transactions contemplated by this Agreement. The Sellers
      and
      the Purchaser shall also cooperate to make any required filings, including
      any
      required filings under the Premerger Notification Provisions (and use
      commercially reasonable efforts to obtain any clearance required thereunder)
      and
      any required merger notification under the Laws of Brazil as promptly as
      practicable after the execution and delivery of this Agreement and, with respect
      to Brazil, no later than 15 business days after the execution and delivery
      of
      this Agreement.

     

    
      
        
        

      

      
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    (c)  In
      furtherance and not in limitation of the provisions of Section 6.3(a),
      each
      Seller, on the one hand, and the Purchaser, on the other hand, shall cooperate
      with the other with respect to obtaining and making the Consents of Governmental
      Authorities and act as if all notifications, filings, submissions and other
      evidence, and all assurances, commitments or undertakings to be provided, or
      consent decrees to be entered into, in such connection are required to be
      prepared and filed jointly by such Seller(s) and the Purchaser even if under
      particular circumstances they are formally made by only one party. In
      particular, each Seller, on the one hand, and the Purchaser, on the other hand,
      shall promptly provide drafts to the other, allow reasonably adequate time
      for
      comment by the other party and consult promptly with the other party with
      respect to the contents of all notifications, filings, submissions, further
      documentation and evidence to be submitted to all relevant Governmental
      Authorities. Each Seller and the Purchaser shall, in each case where permitted
      by the relevant Governmental Authority, allow Persons nominated by the other
      party to attend all meetings with Governmental Authorities and, where
      appropriate, to make oral submissions at such meetings. The Purchaser and each
      Seller shall (i) furnish to the other such necessary information and reasonable
      assistance as the other may require in connection with its preparation of any
      notification, filing, submission or further documentation or evidence that
      is
      necessary in obtaining and making Consents of Governmental Authorities and
      (ii)
      promptly disclose to the other all correspondence received from or sent to
      any
      relevant Governmental Authority in connection herewith and shall keep the other
      fully informed of any other related communication in whatever form with any
      of
      the relevant Governmental Authorities. The Purchaser and each Seller shall
      comply promptly with any inquiry or request for additional information from
      any
      relevant Governmental Authority in connection herewith and shall promptly
      provide any supplemental information requested in connection with the
      notifications, filings and/or submissions made hereunder for the purposes of
      obtaining and making the Consents of Governmental Authorities.

     

    
      
        
        

      

      
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    (d)  Each
      of
      the Sellers and the Purchaser shall, and shall cause its Affiliates to, use
      its
      commercially reasonable efforts (at its own expense) to obtain, and to cooperate
      in obtaining, all Consents from third parties in respect of the Purchased
      Contracts to the extent such Purchased Contracts require such Consents as a
      result of the transactions contemplated hereby; provided,
      however,
      that no
      party shall be required to pay or commit to pay any amount to (or incur any
      obligation in favor of) any Person from whom any such Consent may be required
      (other than nominal filing or application fees). The Purchaser acknowledges
      that
      certain Consents with respect to the transactions contemplated by this Agreement
      may be required from parties to Contracts and that such Consents have not been
      obtained. No Seller or any of their respective Affiliates shall have any
      Liability whatsoever to the Purchaser arising out of or relating to the failure
      to obtain any Consents from parties to Contracts that may be required in
      connection with the transactions contemplated by this Agreement or because
      of
      the termination of any Purchased Contract as a result thereof, other than any
      such failure or termination arising from a breach by the Sellers of this
Section 6.3(d).

     

    (e)  Each
      of
      the Sellers and the Purchaser shall, and shall cause its Affiliates to,
      reasonably cooperate to transfer any Permits, including any Environmental
      Permits, from the Sellers to the Purchaser (or any applicable person designated
      by the Purchaser) and obtain any Consents from any Governmental Authorities
      related to any such Permits or Environmental Permits to the extent such Permits
      or Environmental Permits are transferable and subject to any required approvals
      by applicable Governmental Authorities.

     

    6.4  Chemtura
      Names.

     

    (a)  The
      Purchaser acknowledges that the Chemtura Names are and shall remain the property
      of the Sellers or their Affiliates and that nothing in this Agreement shall
      transfer or shall operate as an agreement to transfer any right, title or
      interest in any Chemtura Name to the Purchaser or any Affiliate of the
      Purchaser.

     

    (b)  Subject
      to Section 6.4(c),
      no
      Seller is granting the Purchaser a license to use, and neither the Purchaser
      nor
      any of its Affiliates shall have any title, right or interest in or to, any
      Chemtura Name after the Closing.

     

    (c)  The
      Sellers grant to the Purchaser pursuant to this Section 6.4(c)
      a
      limited transition trademark license solely for the purpose of transitioning
      the
      Chemtura Names after the Closing and for the purpose of selling existing
      inventory of stocks, goods, products, services or software that include the
      Chemtura Names. The Purchaser agrees that it shall acquire no rights whatsoever
      in the Chemtura Names by virtue of its use during this transition period and
      that all use of the Chemtura Names during this period shall inure to the benefit
      of the Sellers and their Affiliates. Except as necessary in the performance
      under the Supply Agreements, the Purchaser agrees that:

     

    (i)  as
      soon
      as reasonably practicable following the Closing, but in any event within
      60 days
      following the Closing Date, no stationery, purchase order, invoice, receipt
      or
      other similar document containing any reference to any Chemtura Name shall
      be
      printed, ordered or produced by or on behalf of the Purchaser or any of its
      Affiliates and that the Purchaser shall, and shall cause all of its applicable
      Affiliates to, (A) cease to use any stationery, purchase order, invoice, receipt
      or other similar document containing any reference to any Chemtura Name or
      (B)
      only use such stationery, purchase order, invoice, receipt or other similar
      document after having deleted, pasted over or placed a sticker over such
      references;

     

    
      
        
        

      

      
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    (ii)  as
      soon
      as reasonably practicable following the Closing, and in any event no later
      than
      120 days after the Closing Date, it will remove the Chemtura Names from all
      visible premises, signs and vehicles which are included in the
      Assets;

     

    (iii)  following
      the Closing, no brochures, leaflets or similar documents and no packaging
      containing any reference to any Chemtura Name shall be printed, ordered or
      produced by or on behalf of the Purchaser or any of its Affiliates and, with
      respect to existing brochures, leaflets or similar documents and packaging
      containing a reference to any Chemtura Name, the Purchaser shall use its
      commercially reasonable efforts to ensure that, as soon as reasonably
      practicable but in no event later than 60 days following the Closing Date,
      such
      references are deleted, pasted over or have a sticker put over them;
      and

     

    (iv)  it
      shall
      use its commercially reasonable efforts to ensure that, from and after the
      Closing, no stocks, goods, products, services or software are manufactured
      or
      produced by or on behalf of the Purchaser or any of its Affiliates showing,
      having marked thereon or using any Chemtura Name.

     

    (d)  Notwithstanding
      any other provision of this Agreement, it is understood and agreed that the
      remedy of indemnity payments pursuant to Article
      12
      and
      other remedies at law would be inadequate in the case of any breach of the
      covenants contained in this Section 6.4.
      Accordingly, each Seller shall be entitled, without limiting its other remedies,
      to equitable relief, including the remedy of specific performance or injunction,
      with respect to any breach or threatened breach of such covenants and the
      Purchaser (on behalf of itself and its Affiliates) consents to the entry
      thereof.

     

    6.5  Brokers.
      Regardless of whether the Closing shall occur, (a) Chemtura shall indemnify
      the
      Purchaser and its Affiliates against, and hold the Purchaser and its Affiliates
      harmless from, any and all liability for any brokers’ or finders’ fees or other
      commissions arising with respect to brokers or finders retained or engaged
      by
      the Sellers or any of their Affiliates in respect of the transactions
      contemplated by this Agreement, and (b) the Purchaser shall indemnify each
      Seller and its Affiliates against, and hold each Seller and its Affiliates
      harmless from, any and all liability for any brokers’ or finders’ fees or other
      commissions arising with respect to brokers or finders retained or engaged
      by
      the Purchaser or any of its Affiliates in respect of the transactions
      contemplated by this Agreement.

     

    6.6  Preservation
      of Books and Records; Access and Assistance.

     

    (a)  For
      a
      period of seven years
      after the Closing Date or as otherwise required by applicable Law, the Purchaser
      shall preserve and retain all Information and Records and other accounting,
      legal, auditing and other books and records (including any documents relating
      to
      any governmental or non-governmental Proceedings or investigations with respect
      to any Seller) relating to (i) the conduct of the Business or (ii) the
      ownership of the Assets prior to the Closing Date. Notwithstanding the
      foregoing, during such seven-year period, the Purchaser may dispose of any
      such
      books and records which are offered to, but not accepted by, the Sellers. If
      at
      any time after such seven-year period the Purchaser intends to dispose of any
      such books and records, the Purchaser shall not do so without first offering
      such books and records to the Sellers.

     

    
      
        
        

      

      
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    (b)  From
      and
      after the Closing Date, the Sellers, on the one hand, and the Purchaser, on
      the
      other hand, shall permit each other and its and their authorized representatives
      to have reasonable access, upon reasonable advance notice, to, and to inspect
      and copy (at the requesting party’s expense), all Information and Records and
      other accounting, legal, auditing and other books and records (including any
      documents relating to any governmental or non-governmental Proceedings or
      investigations with respect to any Seller) to the extent relating to (i) the
      conduct of the Business or (ii) the ownership of the Assets, in each case,
      prior
      to the Closing Date, including for purposes of the preparation of financial
      statements (which may include, with respect to the Purchaser, audited statements
      of net assets of the Chemical Foaming Agent Business as of December 31, 2004,
      2005 and 2006), and to meet with officers and employees of the other party
      on a
      mutually convenient basis in order to obtain explanations and additional
      information with respect to such Information and Records and books and records;
      provided,
      however,
      that
      nothing herein will obligate (A) any party to take any actions that would
      unreasonably interrupt the normal course of business of its business or (B)
      any
      Seller or the Purchaser to violate any Law or the terms of any Contract to
      which
      it or any of its Affiliates is a party or to which any its or its Affiliates’
assets are subject.

     

    (c)  In
      the
      event and for so long as any Seller or the Purchaser is prosecuting,
      participating in, contesting or defending against any charge, complaint,
      Proceeding, investigation, claim or demand in connection with (i) any
      transaction contemplated under this Agreement or (ii) any fact, situation,
      circumstance, status, condition, activity, practice, plan, occurrence, event,
      incident, action, failure to act or transaction prior to the Closing Date
      involving any Asset or the Business, the Purchaser (in the case of one or more
      Sellers) or the Sellers (in the case of the Purchaser) shall (A) fully cooperate
      with it and its counsel in, and assist it and its counsel with, the prosecution,
      participation, contest or defense, (B) make available its personnel (including
      for purposes of fact finding, consultation, interviews, depositions and, if
      required, as witnesses), and (C) provide such information, testimony and access
      to its books and records, in each case as shall be reasonably requested in
      connection with the prosecution, participation, contest or defense, all at
      the
      sole cost and expense (not including employee compensation and benefits costs)
      of the prosecuting, participating, contesting or defending party (unless the
      prosecuting, participating, contesting or defending party is entitled to
      indemnification therefor under Article
      12);
      provided
      that
      nothing herein will obligate any party to (1) take any actions that would
      unreasonably interrupt the normal course of business of its business or (2)
      violate any Law or the terms of any Contract to which it or any of its
      Affiliates is a party or to which any assets of it or any of its Affiliates
      are
      subject, and provided,
      further,
      that if
      any particular document or other item containing information to which the
      Purchaser has the right of access pursuant to this Section 6.6(c)
      contains
      both (Y) information related to the Business and (Z) other information, then
      the
      applicable Seller may, at its option, either (I) provide (with reasonable
      promptness) a copy of such document or item to the Purchaser subject to the
      Purchaser’s obligations contained herein to keep such other information
      confidential or (II) redact (with reasonable promptness) such document or item
      and provide the Purchaser with access to such redacted form of document or
      item
      (which redacted form of document or item shall incorporate all information
      that
      the Purchaser has the right to access pursuant to this Section 6.6(c)).

     

    
      
        
        

      

      
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    (d)  Notwithstanding
      anything to the contrary contained in this Section 6.6,
      nothing
      in this Section 6.6
      shall
      require any party to provide any other party with books and records or
      information that are Privileged Documents. For the avoidance of doubt, this
      Section 6.6
      shall
      not apply with respect to disputes between or among the Sellers and the
      Purchaser and/or their Affiliates.

     

    6.7  Insurance.
      The
      Purchaser acknowledges that (a) all of the insurance policies maintained by
      the
      Sellers or any of their Affiliates prior to the Closing Date will be terminated
      with respect to the Business effective as of the Closing Date and (b) upon
      such
      termination, the Business will cease to be covered under such policies and
      the
      Purchaser will have to obtain replacement coverage (including coverage as the
      Purchaser deems appropriate for the Assets, the operation of the Business and
      the satisfaction of the Assumed Obligations).

     

    6.8  Confidentiality.

     

    (a)  The
      Purchaser acknowledges that, prior to or after the Closing, it may be furnished
      with, receive or otherwise have access to information that is associated with
      the Other Chemtura Businesses or relating to the Retained Obligations or
      Excluded Assets, including information contained in Intellectual Property and
      other technical and business proprietary non-public information (such
      information, to the extent associated with the Other Chemtura Businesses or
      relating to the Retained Obligations or the Excluded Assets, “Seller
      Confidential Information”).
      The
      Purchaser further acknowledges that all Transferred Employees may have obtained
      Seller Confidential Information in the course of their prior employment with
      the
      Sellers and their Affiliates. Effective upon, and only upon, the Closing, the
      obligations under the Confidentiality Agreement to keep information confidential
      shall terminate, and thereafter the provisions of this Section 6.8
      shall
      govern the Sellers’ and the Purchaser’s obligations to keep confidential the
      Confidential Information. For the avoidance of doubt, nothing contained in
      this
Section 6.8
      is
      intended to restrict the Purchaser’s ability to use or disclose any information
      related to the Business after the Closing or to restrict either party from
      using
      any Confidential Information in a dispute with the other party in relation
      to
      this Agreement.

     

    (b)  Subsequent
      to the Closing, the Purchaser shall not (and shall cause its and its Affiliates’
employees and other Representatives not to) disclose, and shall (and shall
      cause
      its employees to) maintain the confidentiality of, all Seller Confidential
      Information.

     

    
      
        
        

      

      
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    (c)  Subsequent
      to the Closing, the Sellers shall not (and shall cause their and their
      Affiliates’ employees and other Representatives not to) disclose, and shall (and
      shall cause its employees to) maintain the confidentiality of, all information
      relating to the Business, the Purchased Assets, the Purchased Contracts and
      the
      Assumed Obligations, including information contained in the Transferred
      Intellectual Property and other technical and business proprietary non-public
      information (collectively, “Purchaser
      Confidential Information;”
the
      Seller Confidential Information and the Purchaser Confidential Information
      are
      collectively referred to as “Confidential
      Information”).

     

    (d)  With
      respect to Seller Confidential Information, the Purchaser shall be referenced
      herein as the “Receiving
      Party,”
and
      the Seller shall be referenced herein as the “Disclosing
      Party.”
With
      respect to Purchaser Confidential Information, the Seller shall be referenced
      herein as the “Receiving
      Party,”
and
      the Purchaser shall be referenced herein as the “Disclosing
      Party.”
Each
      Receiving Party shall use at least the same degree of care to safeguard and
      to
      prevent the disclosure, publication, dissemination, destruction, loss or
      alteration of the Disclosing Party’s Confidential Information as it employs to
      avoid unauthorized disclosure, publication, dissemination, destruction, loss,
      or
      alteration of its own information (or information of its customers) of a similar
      nature, but in no case less than reasonable care. Each Receiving Party agrees
      that it shall not (and shall cause its and its Affiliates’ employees and other
      Representatives not to) (i) use any of the Disclosing Party’s Confidential
      Information in any manner, (ii) make any copies of any of the Disclosing Party’s
      Confidential Information, (iii) acquire any right in or assert any Lien against
      any of the Disclosing Party’s Confidential Information, (iv) sell, assign,
      transfer, lease, license or otherwise dispose of any of the Disclosing Party’s
      Confidential Information to third parties or commercially exploit any of the
      Disclosing Party’s Confidential Information, including through derivative works,
      or (v) refuse for any reason (including a default or breach or threatened breach
      of this Agreement or any Related Agreement by the Disclosing Party) to promptly
      provide any tangible embodiments of the Disclosing Party’s Confidential
      Information (including copies thereof) to the Disclosing Party if requested
      to
      do so, in the form reasonably requested. In the event that the Receiving Party
      or any of its Affiliates is requested or required by applicable Law, regulation
      or legal process to disclose any of the Disclosing Party’s Confidential
      Information, the Receiving Party shall (A) provide the Disclosing Party with
      prompt written notice so that the Disclosing Party may seek a protective order
      or other appropriate remedy or waive compliance with the provisions of this
      Section 6.8(d)
      and (B)
      cooperate with the Disclosing Party in any reasonable effort the Disclosing
      Party undertakes to obtain a protective order or other remedy. In the event
      that
      such protective order or other remedy is not obtained or the Disclosing Party
      waives compliance with the provisions of this Section 6.8(d),
      the
      Receiving Party shall disclose to the Person compelling disclosure only that
      portion of the Disclosing Party’s Confidential Information that the Receiving
      Party is advised by written opinion of counsel is legally required and shall
      use
      its commercially reasonable efforts to obtain reliable assurance that
      confidential treatment is accorded the Disclosing Party’s Confidential
      Information so disclosed, to the extent available.

     

    (e)  Nothing
      contained in this Agreement shall be construed as obligating any party or any
      of
      its Affiliates to disclose any Confidential Information to another party, or
      as
      granting to or conferring on any party, expressly or impliedly, any right,
      title, interest or license in or to any of another party’s Confidential
      Information or any components thereof.

     

    
      
        
        

      

      
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    (f)  Notwithstanding
      anything to the contrary, Confidential Information shall not include any
      information that (i) is or becomes publicly known through no fault of the
      Receiving Party, (ii) was already known to the Receiving Party (except,
      (A) in the case of the Sellers after the Closing, for information related
      to the Business or the Purchaser and (B) in the case of the Purchaser after
      the Closing, for information relating to Other Chemtura Businesses to which
      the
      Purchaser has access as a result of its acquisition of the Business or its
      performance of its obligations under the Supply Agreements) or becomes available
      to the Receiving Party from a Person who does not have an obligation of
      confidence with respect to such information, or (iii) is independently developed
      for the Receiving Party by Persons who do not have access to the Disclosing
      Party’s Confidential Information.

     

    (g)  Notwithstanding
      any other provision of this Agreement, it is understood and agreed that the
      remedy of indemnity payments pursuant to Article
      12
      and
      other remedies at law may be inadequate in the case of any breach or threatened
      breach of the covenants contained in this Section 6.8.
      Accordingly, the owner of the Confidential Information shall be entitled to
      seek
      equitable relief, including the remedies of specific performance and injunction,
      with respect to any breach or attempted breach of such covenants by the other
      party.

     

    6.9  Guarantees;
      Credit Support.

     

    (a)  The
      Purchaser will cooperate with the Sellers in obtaining, and use its commercially
      reasonable efforts to obtain, at or prior to the Closing, a full and
      unconditional release of all Business Guarantees, including by agreeing to
      enter
      into replacement credit support in favor of any third party creditor who is
      a
      beneficiary of such Business Guarantee, it being understood that in connection
      with the Purchaser’s replacement of the Business Guarantee described in item 2
      of Schedule
      1.1(b),
      Chemtura shall deliver to the Purchaser or its designee a back-to-back guarantee
      bond or letter of credit in an amount equal to such Business
      Guarantee.

     

    (b)  Each
      Seller shall, and shall cause each of its Affiliates to, use commercially
      reasonable efforts to cause all credit support in favor of any Seller with
      respect to the Business (e.g., any letters of credit backing obligations to
      any
      Seller with respect to any accounts or supplies or services) to be amended
      or
      replaced such that such credit support is on substantially similar terms that
      are no less favorable in the aggregate to that in favor of such Seller except
      that it is in favor of the Purchaser on the Closing Date.

     

    6.10  Taxes.

     

    (a)  Property
      Taxes.
      The
      party considered to be the owner of record under the applicable state law shall
      be responsible for filing any returns and paying any tax due with respect to
      all
      real estate, personal property and similar ad valorem Taxes relating to the
      Assets applicable to periods beginning before or on the Closing Date and ending
      after Closing Date (“Property
      Taxes”).
      Notwithstanding the preceding sentence, Property Taxes shall be prorated based
      on the assessment for the relevant calendar year (unless such Property Taxes
      are
      paid in arrears and the assessment for the calendar year 2007 shall not be
      available as of the Closing Date, in which case such Property Taxes shall be
      prorated when the 2007 assessment is issued) and the number of days in such
      period that occur before the Closing Date, on the one hand, and the number
      of
      days in such period that occur on or after the Closing Date, on the other hand,
      with the amount of such Taxes allocable to the portion of the period ending
      on
      the Closing Date being the responsibility of the Sellers and the remainder
      being
      the responsibility of the Purchaser. In the event certain Property Taxes cannot
      be prorated at the Closing because the assessment for such Property Taxes shall
      not be available as of the Closing Date, such Property Taxes shall be prorated,
      and the Purchaser or the Sellers, as the case may be, shall reimburse the other
      party for any such Property Taxes paid, within fifteen days of payment by the
      other party, to the extent such party is liable for the Property Taxes pursuant
      to this Section 6.10(a)
      and such
      Taxes are paid by the other party. The Sellers and the Purchaser shall cooperate
      fully, as and to the extent reasonably requested, in connection with the filing
      of any Tax Returns relating to Property Taxes and any audit, litigation or
      other
      proceeding with respect to such Tax Returns.

     

    
      
        
        

      

      
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    (b)  Taxes
      Related to Transaction.
      All
      sales, use, transfer, real property transfer, value added, recording,
      registration, notary, stamp, stamp duty or similar Taxes and fees (“Transfer
      Taxes”),
      and
      all recording costs, arising out of the transfer of the Assets pursuant to
      this
      Agreement and all costs and expenses incurred in connection with the
      transferring and recording of title to the Assets shall be apportioned fifty
      percent to the Sellers and fifty percent to the Purchaser. The Tax Returns
      relating to such Transfer Taxes shall be timely prepared by the party legally
      obligated to make such filing, and such party will use its commercially
      reasonable efforts to provide such Tax Returns to the other party at least
      ten
      days prior to the due date for such Tax Returns. The Sellers and the Purchaser
      agree to cooperate with each other in connection with the preparation and filing
      of such Tax Returns, in obtaining all available exemptions from such Transfer
      Taxes, in timely providing each other with resale certificates and any other
      documents necessary to satisfy any such exemptions and in any audit, litigation
      or other proceeding with respect to such Tax Returns.

     

    (c)  Procedures
      Relating to Tax Claims.
      The
      Purchaser and the Sellers shall cooperate fully, as and to the extent reasonably
      requested, in connection with any audit, litigation or other proceeding with
      respect to Taxes and Tax Returns (other than a proceeding described in
Article
      12 which
      shall be governed by Article
      12).
      Such
      cooperation shall include the retention, and (upon the other party’s request)
      the provision, of records and information which are reasonably relevant to
      any
      such audit, litigation or other proceeding and making employees available on
      a
      mutually convenient basis to provide additional information and explanation
      of
      any material provided hereunder; provided,
      however,
      the
      party requesting assistance shall pay the reasonable out-of-pocket expenses
      incurred by the party providing such assistance; provided,
      further,
      no
      party shall be required to provide assistance at times or in amounts that would
      interfere unreasonably with the business and operations of such party.


     

    
      
        
        

      

      
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    6.11  Certain
      Restrictions.

     

    (a)  For
      a
      period of four years after the Closing Date (the “Restricted
      Period”),
      the
      Sellers shall not, and shall cause their Affiliates not to, directly or
      indirectly:

     

    (i)  engage
      in
      the business of manufacturing, marketing and distributing, or performing
      research and development with respect to, products of the EPDM Business and/or
      the Chemical Foaming Agent Business that were manufactured during the 24
      months prior
      to
      the Closing (any such product, a “Prohibited
      Product”),
      in
      each case as conducted by the Sellers during the 24 months prior to the Closing
      Date in any country in which any Seller conducts such business during the 24
      months prior to the Closing Date (a “Competing
      Business”),
      or

     

    (ii)  have
      a
      financial interest in (including as a shareholder, member, partner, owner,
      lender, creditor or in any similar capacity) any Competing
      Business.

     

    (b)  Notwithstanding
      the terms of Section 6.11(a),
      nothing
      in Section 6.11(a)
      shall
      prohibit or otherwise restrict any Seller or any of its Affiliates
      from:

     

    (i)  carrying
      on or developing any business other than any Competing Business;

     

    (ii)  acquiring
      the whole or any part of a Person which carries on all or a portion of any
      Competing Business or the whole or any part of a business which includes the
      carrying on of all or a portion of any Competing Business, except that where
      more than $5,000,000 of the revenues of the Person or of the business acquired
      as set out in the latest available annual financial statements of that Person
      or
      business consists of a Competing Business, such Seller or Affiliate of such
      Seller shall use its commercially reasonable efforts to dispose of (including
      by
      terminating operations relating to the Competing Business or diverting those
      assets to a business other than a Competing Business) such assets within 12
      months of such acquisition (which 12 month period shall be extended for an
      additional six months, but only so long as the relevant Seller or Affiliate
      of
      such Seller is making diligent efforts to dispose of such assets);

     

    (iii)  owning
      (A) less than an aggregate of 5% of any class of stock traded on a national
      exchange of a Person engaged, directly or indirectly, in all or a portion of
      any
      Competing Business; or (B) less than 5% in value of the indebtedness of a Person
      engaged, directly or indirectly, in all or a portion of any Competing
      Business;

     

    (iv)  marketing,
      selling and manufacturing Celogen® OT, Celogen® AZ and Celogen® AZ blends for
      use in any application other than rubber applications, provided
      that
      during the Restricted Period and for the purpose of ensuring compliance with
      Section 6.11(a),
      each
      Seller shall, and shall cause its Affiliates to, use commercially reasonable
      efforts, to the extent permitted by applicable Law, to prohibit such Seller’s
      and its Affiliates’ distributors from selling Celogen® OT, Celogen® AZ or
      Celogen® AZ blends manufactured by the Sellers or their Affiliates to a third
      party for use by such third party in rubber applications. Such commercially
      reasonable efforts shall include (A) not selling Celogen® OT, Celogen® AZ
      and Celogen® AZ blends manufactured by the Sellers or their Affiliates to any
      distributor if such Seller or such Affiliate knows at the time of sale of such
      product that such product would be sold by such distributor during the
      Restricted Period to a third party for use by such third party in rubber
      applications and (B) requiring a covenant in each new agreement or material
      amendment, modification or extension of an existing agreement (provided that
      such amendment, modification or extension primarily relates to the distribution
      of Celogen® OT, Celogen® AZ and Celogen® AZ blends) with a distributor
      distributing Celogen® OT, Celogen® AZ and Celogen® AZ blends manufactured by any
      Seller or any of its Affiliates that such distributor not resell such products
      to a third party for use by such third party in rubber applications during
      the
      Restricted Period, in each case solely to the extent permitted by applicable
      Law;

     

    
      
        
        

      

      
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    (v)  selling,
      marketing and distributing (A) I-3 or (B) EPDM, in each case for use
      in Royaltuf® and plastic additives;
      or

     

    (vi)  manufacturing,
      marketing or selling any product that includes as an ingredient or component
      any
      Prohibited Product, if the Prohibited Product constitutes less than 50% of
      such
      product or if the Prohibited Product undergoes a chemical
      transformation.

     

    (c)  Notwithstanding
      any other provision of this Agreement, it is understood and agreed that the
      remedy of indemnity payments pursuant to Article
      12
      and
      other remedies at law may be inadequate in the case of any breach or threatened
      breach of the covenants contained in Section 6.11(a).
      Accordingly, the Purchaser shall be entitled to seek equitable relief, including
      the remedy of specific performance, with respect to any breach or attempted
      breach of such covenants.

     

    (d)  Notwithstanding
      anything to the contrary contained in this Agreement, Section 6.11(a)
      shall
      not apply to any third party which (i) acquires (A) a majority equity interest
      in Chemtura or in any of the Affiliates of Chemtura or (B) all or substantially
      all of the business or assets of Chemtura or any Affiliates of Chemtura,
      regardless of the form of such transaction and (ii) was a competitor of the
      Business at the time of such acquisition. If the requirements of the preceding
      sentence are satisfied, then Section 6.11(a)
      shall
      also not apply to any of the Affiliates of such third party (other than the
      entity Chemtura and the entities which were Affiliates of Chemtura prior to
      such
      acquisition).

     

    6.12  Naugatuck
      Equipment.

     

    (a)  The
      Purchaser shall remove, within one month after the expiration of the term of
      the
      Ground Lease (as it may be extended pursuant to the terms thereof), at its
      own
      cost and expense, during normal business hours and without causing damage,
      Liability or material interruption to the applicable Seller’s business or
      assets, the technical service equipment included in the Naugatuck Equipment
      from
      the 112 Building located at the Naugatuck Site (the “Naugatuck
      Technical Service Equipment”).
      If
      the Purchaser fails to so remove any Naugatuck Technical Service Equipment,
      (i) all of the Purchaser’s right, title and interest in and to any such
      Naugatuck Technical Service Equipment shall automatically be transferred to
      the
      Seller of such Naugatuck Technical Service Equipment without any further action
      being required on the part of such Seller or the Purchaser and (ii) the
      Purchaser hereby grants an irrevocable power of attorney to each Seller of
      Naugatuck Technical Service Equipment granting such Seller the power to execute
      the necessary transfer documents on its behalf to cause any such transfer to
      be
      effective.

     

    
      
        
        

      

      
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    (b)  The
      Purchaser shall, within six months after the Closing, remove, at its own cost
      and expense, during normal business hours and without causing damage, Liability
      or material interruption to the applicable Seller’s business or assets, the
      pilot plant equipment included in the Naugatuck Equipment from the 110 Building
      located at the Naugatuck Site (the “Pilot
      Plant Equipment”).
      If
      the Purchaser fails to so remove any such Pilot Plant Equipment, (i) all of
      the Purchaser’s right, title and interest in and to any such Pilot Plant
      Equipment shall automatically be transferred to the Seller of such Pilot Plant
      Equipment without any further action being required on the part of such Seller
      or the Purchaser and (ii) the Purchaser hereby grants an irrevocable power
      of
      attorney to each Seller of Pilot Plant Equipment granting such Seller the power
      to execute the necessary transfer documents on its behalf to cause any such
      transfer to be effective.

     

    6.13  Chemtura’s
      Options.
      The
      Purchaser hereby grants Chemtura options to purchase the assets described on
      Schedule
      6.13,
      each
      exercisable in accordance with and on the terms and conditions set forth for
      such option in Schedule
      6.13.
      Following the exercise by Chemtura of either or both of such options, the
      Purchaser shall cooperate with Chemtura and provide Chemtura with reasonable
      access, subject to the provisions of Schedule
      6.13,
      to the
      Geismar Facility as Chemtura may reasonably require in order to identify and
      remove the assets with respect to such option(s) have been exercised.


     

    6.14  Wastewater
      Tank Decommissioning; Equipment Decommissioning; Plant Decommissioning and
      Deep
      Wells Shutdown.

     

    (a)  The
      Sellers shall decommission (the “Wastewater
      Tank Decommissioning”)
      the
      2,400,000 gallon on-site wastewater tank located at the Geismar Facility
      referred to as tank WV-001 (the “Wastewater
      Tank”)
      within
      the time period set forth on Schedule
      6.14(a).
      The
      Sellers shall comply with all applicable Environmental Laws and Permits in
      decommissioning the Wastewater Tank and in disposing of any materials, including
      any Hazardous Substance, that may exist in the Wastewater Tank as of the time
      it
      is decommissioned.

     

    (b)  The
      Sellers shall promptly, but in any event within six months of the Closing,
      complete the decommissioning and removal from service of the equipment and
      related electrical or other utility installations dedicated to the production
      of
      Thiazoles, BHT or B-Nine® in accordance with the Sellers’ existing plans for
      such decommissioning and removal from service previously disclosed to the
      Purchaser (collectively, the “Equipment
      Decommissioning”).

     

    
      
        
        

      

      
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    (c)  Following
      the termination of the Purchaser Master Supply Agreement, the Sellers shall
      promptly, but in any event within six months following such termination,
      decommission and remove from service any equipment and related electrical or
      other utility installations that (i) are dedicated to the production of any
      of
      the products, other than Celogen OT®, Celogen® AZ and Celogen® AZ blends,
      supplied to Chemtura thereunder (to the extent any such equipment has not,
      at
      such time, been purchased by Chemtura pursuant to Section
      6.13)
      and
      (ii) Chemtura and the Purchaser mutually determine in good faith are required
      to
      be decommissioned and removed from service in order to put the units located
      at
      the Geismar Facility dedicated to the production of such products in an inactive
      and safe condition (collectively, the “Plant
      Decommissioning”).

     

    (d)  The
      Sellers shall promptly, and in any event within six months of the Closing,
      plug
      and abandon deep well #1 located at the Geismar Facility (the “Deep
      Well #1 Shutdown”).

     

    (e)  If
      within
      18 months following the Closing, (i) the Purchaser has obtained a Permit to
      allow the discharge of Celogen OT® wastewater into the Mississippi River and
      (ii) notifies Chemtura after obtaining such Permit that it is electing to shut
      down deep well #3 located at the Geismar Facility (“Deep
      Well #3”),
      the
      Sellers shall promptly, and in any event within nine months of Chemtura’s
      receipt of such notice, plug and abandon Deep Well #3 and clean the ancillary
      tanks (the “Deep
      Well #3 Shutdown”).

     

    (f)  The
      Sellers shall promptly, and in any event within six months of the Closing,
      take
      all steps required or needed to remove, repair and dispose of any asbestos
      containing materials in the Number 5 Boiler as specifically described in
      Chemtura Purchase Order 4500734564, dated March 22, 2007 (the “Monochem
      Asbestos Remediation”).

     

    (g)  The
      Wastewater Tank Decommissioning, the Equipment Decommissioning, the Plant
      Decommissioning, the Deep Well #1 Shutdown, the Deep Well #3 Shutdown (if
      required pursuant to clause (e)
      above)
      and the Monochem Asbestos Remediation, including all necessary testing and
      remediation, shall be performed by a third party contractor (except as provided
      in clause
      (h)
      below)
      engaged by the Sellers and shall be completed at the Sellers’ own cost and
      expense, during normal business hours and without causing any damage, Liability
      or material interruption to the Purchaser’s business or assets. In undertaking
      the actions required by this Section
      6.14,
      the
      Sellers shall coordinate such efforts with the Purchaser to minimize
      interruptions to the Purchaser’s business or assets and to ensure compliance
      with all applicable Environmental Laws and Permits, and the Purchaser shall
      cooperate with the Sellers in such efforts, including (i) giving the Sellers
      and
      their representatives and contractors reasonable access to the Geismar Facility
      or the Monochem Facility, as applicable, (ii) making reasonable resources
      available to the Sellers to support such efforts (with the out-of-pocket cost
      of
      any such resources to be borne by the Sellers) and (iii) responding in a timely
      manner to any requests from the Sellers or their representatives or contractors
      for information, documents, input, consultations, access and other actions
      that
      are reasonably necessary for the Sellers or their representatives or contractors
      to undertake the actions required by this Section
      6.14.

     

    
      
        
        

      

      
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    (h)  To
      the
      extent that the Sellers and the Purchaser agree that a portion of the Wastewater
      Tank Decommissioning, the Equipment Decommissioning, the Plant Decommissioning,
      the Deep Well #1 Shutdown, the Deep Well #3 Shutdown (if required pursuant
      to
clause (e)
      above)
      and the Monochem Asbestos Remediation, including all necessary testing and
      remediation, shall be performed by the Purchaser’s employees, the Purchaser
      shall invoice Chemtura monthly in arrears for the Purchaser’s documented cost
      for each such employee’s time, if any, directly related to the activities
      required by this Section
      6.14
      (such
      cost to be (i) calculated using such employee’s Hourly Rate and
      (ii) documented in the applicable invoice as an attachment thereto in the
      form of Schedule
      6.14(h)),
      and
      such invoiced amount shall be due and payable by Chemtura within 30 days of
      such
      invoice. Chemtura shall have the right, during normal business hours and with
      reasonable prior notice to the Purchaser, to have an independent certified
      public accounting firm selected by Chemtura and reasonably acceptable to the
      Purchaser to have access to and examine the books and records of the Purchaser
      related to the calculation of the amounts that the Purchaser invoices Chemtura
      pursuant to this Section 6.14(h).
      The
      Purchaser shall keep full and accurate books and records pertinent to the
      elements used to establish such amounts. Such accounting firm shall acknowledge
      in writing to Chemtura and the Purchaser that it shall keep all information
      obtained in the course of such audit confidential and shall disclose to Chemtura
      only (i) the aggregate amount of any overcharges or undercharges and (ii) any
      information necessary to enforce any of Chemtura’s rights under this
Section 6.14(h)
      relating
      to the results of such audit. The results of any such audit shall be conclusive
      and binding on Chemtura and the Purchaser absent manifest error. Each of
      Chemtura and the Purchaser agrees to promptly pay the other any amount
      determined by the independent certified public accounting firm to be due to
      such
      party, together with interest on such amount at the LIBOR Rate from the date
      such amount was first due until the date of such payment, as the case may be.
      Chemtura shall be liable for all costs and expenses of any independent certified
      public accounting firm with respect to such audit unless such firm determines
      that Chemtura was overcharged in the aggregate by more than $5,000 during the
      period covered by the audit, in which event the Purchaser shall reimburse
      Chemtura as soon as practicable for all reasonable costs and expenses of the
      independent certified public accounting firm in connection with such
      audit.

     

    6.15  Financial
      Assurance.
      The
      applicable Seller shall arrange for and maintain, in the name of the Purchaser,
      the Sellers’ Financial Assurance Obligations, subject to the provisions of
Schedule
      12.9(a).
      The
      Purchaser shall arrange for and maintain the Purchaser’s Financial Assurance
      Obligations. In addition, the Purchaser shall be responsible for mowing the
      Geismar Landfill cap as required by the RCRA Permit and shall not make a claim
      under Section
      12.9
      or any
      other section of this Agreement for indemnification or reimbursement for the
      costs of such mowing.

     

    6.16  Financial
      Statements. 

     

    (a)  As
      soon
      as practicable after the date hereof, the Sellers shall deliver to the Purchaser
      (i) audited special purpose statements of assets to be sold of the EPDM
      Business and the Monochem Business (excluding the Excluded Assets and the
      Retained Obligations) as of December 31, 2006, 2005 and 2004 and the related
      audited special purpose statements of revenue and expenses of the EPDM Business
      and the Monochem Business (excluding the Excluded Assets and the Retained
      Obligations) for the years then ended (together with any notes thereto and
      the
      report of an independent auditor thereon, the “Audited
      Financial Statements”).
      The
      Audited Financial Statements shall be prepared by Chemtura pursuant to the
      Basis
      of Presentation in conformity with GAAP (except as set forth in the notes
      thereto). Notwithstanding any reference in any Audited Financial Statements
      to
      the inclusion of certain assets to be sold and liabilities to be transferred,
      the only assets to be sold by the Sellers are the Assets and the only
      liabilities to be assumed by the Purchaser are the Assumed Liabilities.


     

    
      
        
        

      

      
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    (b)  The
      Audited Financial Statements as of and for the year ended December 31, 2006
      (the
“Audited
      2006 Financial Statements”)
      shall
      be identical to the EPDM and Monochem Financial Statements (except for
      (i) references to such financial statements therein as “audited,”
(ii) the inclusion of the report of the independent auditor and
      (iii) the correction of non-numerical typos therein), and the report of the
      independent auditor delivered in connection therewith shall be substantially
      in
      the form attached as Schedule
      6.16(b)).
      Following delivery by Chemtura to the Purchaser of the Audited Financial
      Statements, the Purchaser shall, within two Business Days after its receipt
      thereof, notify Chemtura of any breach by Chemtura of its obligations under
      this
Section
      6.16(b),
      in
      which case the Purchaser shall have the right to terminate this Agreement
      pursuant to Section
      10.1(f)
      within
      an additional five Business Days. If the Purchaser fails to so notify Chemtura
      in writing within such two Business Day period, then (i) Chemtura shall be
      deemed to have satisfied in full its obligations under this Section
      6.16(b)
      and such
      failure to so notify Chemtura shall be deemed to be a waiver by the Purchaser
      of
      any breach by Chemtura of this Section
      6.16(b)
      and
      (ii) the Audited 2006 Financial Statements shall be deemed to replace and
      supersede the EPDM and Monochem Financial Statements for all purposes of this
      Agreement. 

     

    (c)  The
      Sellers shall deliver to the Purchaser as soon as practicable monthly financial
      reports for the Business that are prepared internally by the Sellers’ management
      for any calendar month falling within the period from January 1, 2007 through
      the end of the Relevant Month (the “Interim
      Financial Statements”).

     

    6.17  Customer
      Accounts Receivable.
      The
      Sellers and the Purchaser shall cooperate in good faith in order to ensure
      that
      the applicable Seller receives payment of any account, trade or note receivable
      or other payment from a customer or any other obligor to the extent relating
      to
      any Other Chemtura Business and that the Purchaser receives payment of any
      account, trade or note receivable or other payment from a customer or any other
      obligor (other than Foreign Accounts Receivable) to the extent relating to
      the
      Business. As promptly as practicable after the Closing, the Sellers and the
      Purchaser will reasonably cooperate to notify each account debtor of any Account
      Receivable of the Purchaser’s identity and the account which the Purchaser has
      designated for receipt of payments in a letter in form and substance reasonably
      satisfactory to the Purchaser. To the extent that either the Purchaser, on
      the
      one hand, or a Seller, on the other hand, determines that it has received
      payment of an account, trade or note receivable or other payment from a customer
      or any other obligor owned by the other (including by way of notice from the
      other), the receiving party agrees to promptly (and in any event as promptly
      as
      practicable but in no event later than five Business Days after making such
      determination) remit such payment to the designated bank account of the owner
      of
      such receivable or payment.

     

    
      
        
        

      

      
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    6.18  Customer
      Returns and Warranty Support Services.
      The
      Purchaser shall perform or pay for the performance of warranty services and
      other similar obligations with respect to the Retained Product Claims (including
      replacement or refund obligations) in accordance with the warranty terms
      contained in the applicable Contracts (the “Warranty
      Obligations”),
      and
      Chemtura shall (a) promptly reimburse the Purchaser for the Purchaser’s
      actual costs to perform or (b) pay for the performance of such Warranty
      Obligations, less the actual value of any products actually received by the
      Purchaser in a return transaction (“Warranty
      Costs”).
      Upon
      the receipt by Chemtura of a written report from the Purchaser, including
      supporting documentation, setting forth the details of any Warranty Obligations
      performed or paid for by the Purchaser, Chemtura shall promptly, but in no
      event
      later than ten Business Days after receipt of any such written report, reimburse
      the Purchaser for its Warranty Costs in respect of such Warranty Obligations.
      The Sellers reserve the right to make reasonable audits of the Purchaser’s
      invoices with respect to requests for reimbursement under this Section 6.18,
      and the
      Purchaser shall provide to the Sellers such reasonable information and
      reasonable access to the Purchaser’s records necessary to complete any such
      audit.

     

    6.19  Certain
      Matters Regarding Financing.
      The
      Purchaser shall use its commercially reasonable efforts to secure as promptly
      as
      reasonably practicable the Debt Financing contemplated by the Term Sheet and
      the
      Financeability Letter, subject to the availability of such financing on
      commercially reasonable terms; provided,
      however,
      that
      nothing contained herein shall obligate the Purchaser to secure any debt
      financing arranged or provided by the arranger contemplated therein or any
      affiliate thereof. In the event the Purchaser determines that the condition
      precedent set forth in Section
      7.9
      cannot
      be satisfied, it shall promptly notify the Sellers of such determination.


     

    6.20  Intellectual
      Property Rights Actions.
      Schedule 6.20
      sets
      forth a true and complete list of all actions that, to the Sellers’ Knowledge,
      must be taken within six months following the date hereof to maintain the
      existence or validity of the Registered Intellectual Property.

     

    6.21  Attorney-Client
      Privilege.
      In the
      event any Seller or the Purchaser or any of its Affiliates or representatives
      gains access to the Privileged Documents of the other party, whether
      inadvertently or otherwise, such party agrees not to contest any assertion
      of
      privilege by the party to which such privilege belongs by reason of such
      access.

     

    6.22  Filing
      of Assignments.
      The
      Sellers shall, at the Sellers’ sole cost, within a commercially reasonable time
      after the Closing, deliver to the Purchaser evidence that the Sellers have
      taken
      commercially reasonable steps to cause documents to be properly filed with
      the
      applicable U.S. and foreign Governmental Authority, in form and substance
      sufficient to evidence in the records of such Governmental Authority a chain
      of
      title showing (a) the Sellers’ sole and exclusive ownership (prior to transfer
      to the Purchaser) of the Transferred Patents and Transferred Trademarks (to
      the
      extent subject to a registration or an application for registration) free and
      clear of any Lien other than Permitted Liens, and (b) the Sellers’ sole and
      exclusive ownership of any and all patents and patent applications licensed
      to
      the Purchaser under the License Agreements. The Sellers shall provide the
      Purchaser with copies of the Sellers’ submittals to the Governmental Authority
      and copies of any receipts or confirmations acknowledging such
      filing.

     

    
      
        
        

      

      
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    6.23  Key
      Employees.
      The
      Sellers shall provide reasonable cooperation with the Purchaser’s efforts to
      obtain non-competition agreements in forms reasonably acceptable to the
      Purchaser from the Business Employees listed on Schedule 6.23.

     

    6.24  Certain
      Related Agreements.
      Prior
      to the Closing, each Seller and the Purchaser shall negotiate in good faith
      regarding, and shall dedicate adequate resources and use commercially reasonable
      efforts to mutually agree upon the forms and terms of the Celogen Supply
      Agreement, the Ground Lease, the Purchaser Master Supply Agreement and the
      Transition Services Agreement. 

     

    6.25  Receivables
      Securitization Agreements.
      Chemtura shall use commercially reasonable efforts to obtain as promptly as
      reasonably practicable all
      Consents required under the Receivables Securitization Agreements (including,
      where necessary, Consents of the applicable Persons to the repurchase by
      Chemtura of Accounts Receivable) for the consummation of the transactions
      contemplated by this Agreement from the applicable parties thereto and to cause
      the release of all Liens in respect of any and all Assets
      subject to any Lien thereunder. 

     

    6.26  Foreign
      Accounts Receivable.
      At the
      Closing, Chemtura shall issue to the Purchaser a promissory note in original
      principal amount equal to the aggregate amount of the Foreign Accounts
      Receivable (excluding the Factored Accounts Receivable and net of related
      reserves) as reflected on the Estimated Closing Statement, substantially in
      the
      form set forth in Exhibit K
      (the
“Accounts
      Receivable Note”),
      such
      promissory note to (1) have a term of 90 days, (2) be payable
      bi-weekly in equal installments, (3) be unsecured and (4) bear no
      interest. 

     

    6.27  Other
      Inventories.
      The
      Purchaser shall store, on behalf of the Sellers, for a period of up to three
      months following the Closing and at the Purchaser’s sole cost and expense, any
      inventories of raw materials, works-in-progress or finished goods located at
      the
      Geismar Facility as of the Closing Date, to the extent not used or held for
      use
      in the Business. Title to any such inventories shall remain vested in the
      Sellers. No later than the end of such three-month period, the Sellers shall
      have removed any such inventories stored by the Purchaser at the Geismar
      Facility unless Chemtura and the Purchaser have agreed to extend such storage
      period. If requested by Chemtura prior to the expiration of such three-month
      period, the Purchaser agrees to negotiate in good faith with Chemtura to extend
      such storage period on commercially reasonable terms.

     

    6.28  Estimated
      Working Capital Amount Condition.
      If the
      condition precedent set forth in Section
      7.15
      is not
      satisfied (or waived by the Purchaser) because the Estimated Working Capital
      Amount is greater than the Net Working Capital Threshold Amount, the Sellers
      and
      the Purchaser agree to negotiate in good faith and in a reasonably prompt manner
      such amendments to this Agreement providing for the retention by the Sellers
      of
      certain Accounts Receivable or Inventory (and the exclusion of such Assets
      from
      the provisions of this Agreement) as are necessary to permit the satisfaction
      of
      such condition precedent.

     

    
      
        
        

      

      
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    6.29  Chemtura
      Capital Items.

     

    (a)  Notwithstanding
      the disclosure of Items 2, 3, 4, 9, 10, 15, 16, 17, 23 and 26 on Schedule
      4.7(b)
      as
      exceptions to Section
      4.7(b),
      Chemtura shall promptly, and in any event within six months of the Closing,
      complete the repairs, replacements and upgrades described opposite such items
      (collectively, the “Chemtura
      Capital Items”).
      The
      Chemtura Capital Items shall be performed by a third party contractor (except
      as
      provided in clause (b)
      below)
      engaged by Chemtura and shall be completed at Chemtura’s own cost and expense,
      during normal business hours and without causing any damage, Liability or
      material interruption to the Purchaser’s business or assets. In undertaking the
      Chemtura Capital Items, Chemtura shall coordinate such efforts with the
      Purchaser to minimize interruptions to the Purchaser’s business or assets and to
      ensure compliance with all applicable Laws and Permits, and the Purchaser shall
      cooperate with Chemtura in such efforts, including (i) giving Chemtura and
      its
      representatives and contractors reasonable access to the Geismar Facility,
      (ii)
      making reasonable resources available to Chemtura to support such efforts (with
      the out-of-pocket cost of any such resources to be borne by Chemtura) and (iii)
      responding in a timely manner to any requests from Chemtura or its
      representatives or contractors for information, documents, input, consultations,
      access and other actions that are reasonably necessary for Chemtura or its
      representatives or contractors to undertake the Chemtura Capital
      Items.

     

    (b)  To
      the
      extent that the Sellers and the Purchaser agree that a portion of the Chemtura
      Capital Items shall be performed by the Purchaser’s employees, the Purchaser
      shall invoice Chemtura monthly in arrears for the Purchaser’s documented cost
      for each such employee’s Hourly Rate, if any, directly related to the Chemtura
      Capital Items (such cost to be (i) calculated using such employee’s Hourly
      Rate and (ii) documented in the applicable invoice as an attachment thereto
      in the form of Schedule
      6.14(h)),
      and
      such invoiced amount shall be due and payable by Chemtura within 30 days of
      such
      invoice. Chemtura shall have the right, during normal business hours and with
      reasonable prior notice to the Purchaser, to have an independent certified
      public accounting firm selected by Chemtura and reasonably acceptable to the
      Purchaser to have access to and examine the books and records of the Purchaser
      related to the calculation of the amounts that the Purchaser invoices Chemtura
      pursuant to this Section 6.29(b).
      The
      Purchaser shall keep full and accurate books and records pertinent to the
      elements used to establish such amounts. Such accounting firm shall acknowledge
      in writing to Chemtura and the Purchaser that it shall keep all information
      obtained in the course of such audit confidential and shall disclose to Chemtura
      only (i) the aggregate amount of any overcharges or undercharges and (ii) any
      information necessary to enforce any of Chemtura’s rights under this
Section 6.29(b)
      relating
      to the results of such audit. The results of any such audit shall be conclusive
      and binding on Chemtura and the Purchaser absent manifest error. Each of
      Chemtura and the Purchaser agrees to promptly pay the other any amount
      determined by the independent certified public accounting firm to be due to
      such
      party, together with interest on such amount at the LIBOR Rate from the date
      such amount was first due until the date of such payment, as the case may be.
      Chemtura shall be liable for all costs and expenses of any independent certified
      public accounting firm with respect to such audit unless such firm determines
      that Chemtura was overcharged in the aggregate by more than $5,000 during the
      period covered by the audit, in which event the Purchaser shall reimburse
      Chemtura as soon as practicable for all reasonable costs and expenses of the
      independent certified public accounting firm in connection with such
      audit.

     

    
      
        
        

      

      
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    (c)  The
      parties hereby acknowledge and agree that the covenants and agreements of
      Chemtura set forth in this Section
      6.29
      shall be
      the Purchaser’s sole remedy with respect to any matters disclosed in
Schedule
      4.7(b)
      as
      exceptions to Section 4.7(b),
      and the
      Purchaser shall not be entitled to any other remedy under this Agreement with
      respect thereto. 

     

    (d)  The
      parties acknowledge and agree that, following the Closing, the Purchaser may
      be
      entitled, under the terms of the Memorandum of Understanding, dated December
      23,
      2004, between Rubicon Inc. and Crompton Manufacturing Company Inc. or any
      agreement entered into after the date hereof to formalize the terms of the
      MOU
      (the “MOU”)
      to
      reimbursements from Rubicon relating to capital expenditures made in connection
      with Items 15, 16 and 17 set forth on Schedule
      4.7(b)
      (all
      such reimbursements, the “Rubicon
      Reimbursements”).
      Following the Closing, the Purchaser shall instruct Rubicon Inc. to pay directly
      to Chemtura all Rubicon Reimbursements and shall cooperate in good faith with
      Chemtura to obtain recovery thereof. The Purchaser shall promptly remit to
      Chemtura the amount of any Rubicon Reimbursements received by it or its
      Affiliates following the Closing but, for the avoidance of doubt, shall not
      be
      obligated under this Section
      6.29(d)
      to remit
      to Chemtura any other reimbursements that may be payable to the Purchaser under
      the terms of the MOU for capital expenditures undertaken by the Purchaser
      following the Closing. 

     

    6.30  Brazilian
      Inventory.
      No
      later than five Business Days prior to the Closing Date, the Purchaser shall
      notify Chemtura whether it will assign its right to purchase the Brazilian
      Inventory to Parabor LTDA (“Parabor”),
      such
      purchase to be subject to the applicable Seller’s standard terms and conditions
      of sale (provided that, in any event, such purchase shall be on 90 day payment
      terms) with respect to the products comprising the Brazilian Inventory. As
      a
      condition to accepting such assignment, Parabor shall be required to execute
      such transfer and conveyance documents with respect to its purchase of the
      Brazilian Inventory as the applicable Seller or Chemtura may reasonably require,
      including any agreements that may be necessary to comply with applicable Law.
      Any such purchase by Parabor of the Brazilian Inventory shall be deemed to
      be
      effective as of immediately prior to the Closing, and notwithstanding anything
      to the contrary contained in the Calculation Principles or this Agreement,
      an
      account receivable of the applicable Seller in an amount equal to (i) the
      selling price of the Brazilian Inventory, plus
      (ii) the
      amount of VAT payable in respect of such sale (the “Parabor
      Receivable”)
      shall
      be deemed to exist as of 12:00:01 a.m. on the Closing Date and shall be included
      in the Purchased Assets transferred to the Purchaser pursuant to Article
      II
      and in
      the calculation of the Working Capital pursuant to Section
      3.2(c).
      The
      Purchaser shall bear the entire risk of uncollectibility or delinquency in
      payment of the Parabor Receivable and in no event shall the Purchaser be
      entitled to claim for purposes of this Agreement that the amount of the Parabor
      Receivable is overstated due to the risk of uncollectibility or potential
      delinquency in payment.

     

    
      
        
        

      

      
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    6.31  Settlement
      Payment.
      The
      Sellers and the Purchaser acknowledge that approximately 1,700 containers leased
      by Chemtura from Aledo Sales and Product Development Corp. (as successor to
      O-T-D Corporation) (“Aledo”)
      under
      one or more Purchased Contracts cannot be located by the Sellers as of the
      date
      hereof. The Sellers shall use commercially reasonable efforts to negotiate
      a
      settlement payment with Aledo for such containers and pay such settlement
      payment to Aledo prior to the Closing such that no Liability for such containers
      transfers to the Purchaser at the Closing and such containers are deleted from
      the applicable Purchased Contracts; provided,
      however,
      that to
      the extent that such settlement payment has not been negotiated or paid by
      the
      Sellers prior to the Closing, or such containers have not been deleted from
      the
      applicable Purchased Contracts, the Sellers shall indemnify the Purchaser
      against any Losses incurred by the Purchaser under such Purchased Contracts
      after the Closing related to such containers. 

     

    6.32  Adjustment
      to Net Working Capital Threshold.
      

     

    (a)  Each
      of
      Chemtura and the Purchaser agrees to cooperate with the other and to work in
      good faith to review the inventory adjustments reflected in the EPDM and
      Monochem Financial Statements that are set forth on Schedule
      6.32
      for the
      purpose of agreeing, as soon as reasonably practicable and in no event later
      than May 23, 2007, upon an appropriate adjustment
      to the amount of the Net Working Capital Threshold Amount that relates to
      Inventory of the EPDM Business (it being agreed that as of the date hereof,
      such
      amount is equal to $31,494,000). 

     

    (b)  To
      the
      extent that Chemtura and the Purchaser are unable to agree on any such
      adjustment (if any) by May 23, 2007, at the request of either Chemtura or the
      Purchaser, such dispute regarding the Purchaser’s proposed adjustment, if any,
      and Chemtura’s proposed adjustment, if any, shall be submitted to a mutually
      acceptable internationally recognized independent public accounting firm as
      shall be agreed upon by Chemtura and the Purchaser in writing for arbitration.
      The scope of the review by such accounting firm shall be limited to (i) a
      determination of whether an adjustment to the Net Working Capital Threshold
      Amount is appropriate based on the adjustments set forth in Schedule
      6.32
      and the
      proposed inventory adjustments described in the previous sentence and (ii)
      based
      on its determinations of the matters described in clause (i) and taking into
      account the undisputed portion of the proposed adjustment, if any, the delivery
      of the final Net Working Capital Threshold Amount, which shall thereafter be
      deemed to be the Net Working Capital Threshold Amount for all purposes of this
      Agreement. Such accounting firm is not to make or be asked to make any
      determination other than as set forth in the preceding sentence. Chemtura and
      the Purchaser shall use commercially reasonable efforts to cause such accounting
      firm to render its written decision resolving the matters submitted to it as
      promptly as practicable after such submission. Judgment may be entered upon
      the
      determination of such accounting firm in any court having jurisdiction over
      the
      party against which such determination is to be enforced. Chemtura and the
      Purchaser shall each bear and pay its proportional share of the fees and
      disbursements of such accounting firm, such proportional share being based
      on
      the relative proximity of each party’s proposed adjustment to the total final
      adjustment. The fees and disbursements (if any) of the Purchaser’s outside
      experts incurred in connection with the negotiation of the adjustments, if
      any,
      to the Net Working Capital Threshold Amount shall be borne by the Purchaser,
      and
      the fees and disbursements (if any) of Chemtura’s outside experts incurred in
      connection with the negotiation of the adjustments, if any, to the Net Working
      Capital Threshold Amount shall be borne by Chemtura.

     

    
      
        
        

      

      
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    ARTICLE
      7.

    CONDITIONS
      PRECEDENT TO OBLIGATIONS OF THE PURCHASER

     

    The
      obligations of the Purchaser to consummate the transactions contemplated by
      this
      Agreement are subject to the satisfaction or waiver by the Purchaser of the
      following conditions precedent on or before the Closing Date:

     

    7.1  Representations
      and Warranties True.
      The
      representations and warranties of each of the Sellers contained herein shall
      have been accurate, true and correct in all material respects on and as of
      the
      date hereof (except with respect to representations and warranties that are
      qualified by materiality or Business Material Adverse Effect, which
      representations and warranties shall have been accurate, true and correct in
      all
      respects on and as of the date hereof) and, except to the extent that any such
      representation or warranty is expressly made solely as of the date hereof or
      as
      of another date earlier than the Closing Date, shall also be accurate, true
      and
      correct in all material respects on and as of the Closing Date (except with
      respect to representations and warranties that are qualified by materiality
      or
      Business Material Adverse Effect, which representations and warranties shall
      be
      accurate, true and correct in all respects on and as of the Closing Date).
      Notwithstanding any of the foregoing, if one or more of any such representations
      or warranties contained herein are not accurate, true and correct in all
      material respects (or in all respects, as the case may be) on and as of the
      date
      hereof and, except to the extent that any such representation or warranty is
      made solely as of the date hereof or as of another date earlier than the Closing
      Date, on and as of the Closing Date, the conditions precedent in this
Section 7.1
      shall
      nevertheless be deemed satisfied unless the inaccuracy, falsity or incorrectness
      of such representations or warranties would reasonably be expected to have
      a
      Business Material Adverse Effect.

     

    7.2  Compliance
      with Agreements and Covenants.
      Each
      Seller shall have in all material respects performed and complied with all
      of
      its respective covenants and agreements contained in this Agreement to be
      performed and complied with by it on or prior to the Closing.

     

    7.3  Certificate
      of Compliance.
      The
      Sellers shall have delivered to the Purchaser a certificate of each of the
      Sellers dated as of the Closing Date, executed by a duly authorized senior
      officer of each of the Sellers, certifying as to the satisfaction of the
      conditions set forth in Sections 7.1
      and
7.2.

     

    7.4  HSR
      Act; Premerger Notification Provisions; Brazil.
      (a) Any
      applicable waiting period under the HSR Act shall have expired or have been
      terminated without action by the Antitrust Division or the FTC to prevent
      consummation of the transactions contemplated hereby, (b) any waiting
      period or suspensory obligation under any Premerger Notification Provision
      shall
      have expired or been terminated, (c) all applicable filings, consents and
      approvals under any Premerger Notification Provision, the absence of which
      would
      prohibit the consummation of the transactions contemplated by this Agreement,
      shall have been made or obtained and (d) the notification of this Agreement
      shall have been made in Brazil to the Ministry of Justice of Brazil no later
      than the 15th business day after the date of the execution and delivery of
      this
      Agreement.

     

    
      
        
        

      

      
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    7.5  Governmental
      Required Consents.
      The
      Governmental Required Consents shall have been obtained, and the requirements
      under sections 22a-134 through 22a-134e of the Connecticut General Statutes
      (if
      applicable to acts, events or circumstances occurring prior to the Closing
      as a
      result of the transactions contemplated by this Agreement) shall have been
      satisfied.

     

    7.6  No
      Injunctions or Other Legal Restraints.
      No
      applicable Law, injunction or other legal restraint or prohibition enacted,
      entered, promulgated, enforced or issued by any Governmental Authority
      preventing, restricting or enjoining the consummation of the Closing or all
      or
      any portion of the transactions contemplated hereby shall be in
      effect.

     

    7.7  Related
      Agreements.
      The
      form and substance of each Related Agreement (to the extent not attached as
      an
      Exhibit hereto) shall have been mutually agreed upon by the Purchaser and the
      Sellers, and the Purchaser shall have received from each Seller a duly executed
      copy of each Related Agreement to which such Person is a party.

     

    7.8  Contractual
      Consents.
      Any
      Consents required to assign the Contracts set forth on Schedule
      7.8
      shall
      have been obtained and shall be in form and substance reasonably satisfactory
      to
      the Purchaser, provided,
      however,
      that
      the obligations of the Purchaser to consummate the transactions by this
      Agreement shall not be subject to the satisfaction or waiver by the Purchaser
      of
      this Section
      7.8
      to the
      extent that the Purchaser fails to respond in a prompt and timely manner to
      any
      reasonable requests for information by the counterparty to such Contracts in
      connection with such Consent to assignment. 

     

    7.9  Debt
      Financing.
      The
      Debt Financing shall have been made available to the Purchaser on terms and
      conditions no less favorable in the aggregate to the Purchaser than those set
      forth in the Term Sheet and the Financeability Letter, as
      applicable.

     

    7.10  Business
      Material Adverse Effect.
      There
      shall have been no changes, developments or events since the date of this
      Agreement that have had or would reasonably be expected to have or result in
      a
      Business Material Adverse Effect.

     

    7.11  Certificate
      of Non-Foreign Status.
      The
      Purchaser shall have received from each Seller selling Assets that constitute
      “United States real property interests,” as defined in section 897(c) of the
      Code, a certificate of non-foreign status of such Seller that meets the
      requirements of Treasury Regulation section 1.1445-2(b).

     

    7.12  Asbestos
      Abatement.
      The
      Sellers shall have repaired those areas characterized on the asbestos survey
      from the Summer of 2006 as “needs repair or attention” and shall have delivered
      to the Purchaser documentation that such repairs had been completed, which
      documentation shall be reasonably satisfactory to the Purchaser.

     

    7.13  Title
      Commitments.
      A
      title
      insurance commitment reasonably acceptable to the Purchaser with respect to
      each
      of the Geismar Facility and the Monochem Facility (the “Title
      Commitments”)
      shall
      have been issued by an insurance company reasonably acceptable to the Purchaser
      pursuant to which such insurance company agrees that upon passage of the
      applicable Act of Cash Sale to the Purchaser, payment of the premium therefor
      (such premium to be paid 50% by the Purchaser and 50% by the Sellers at the
      Closing) and satisfaction of other standard conditions such insurance company
      shall issue the applicable owner and lender title insurance policies in standard
      ALTA form, each such set of policies to be in an amount equal to not less than
      the fair market value of the Geismar Facility or Monochem Facility, as
      applicable, determined as of the Closing Date, containing only such exceptions
      to title as are reasonably acceptable to the Purchaser with reasonable zoning
      and other endorsements, and copies of any Liens referenced therein that had
      not
      been previously made available to the Purchaser by the Sellers shall have been
      delivered to the Purchaser.

     

    
      
        
        

      

      
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    7.14  Surveys.
      A
      survey of each of the Geismar Facility and the Monochem Facility that satisfies
      the requirements set forth in Exhibit L
      shall
      have been delivered to the Purchaser and the applicable insurance company
      contemplated in Section 7.13
      at least
      15 Business Days prior to the Closing Date, with the cost of such surveys to
      be
      paid 50% by the Purchaser and 50% by the Sellers.

     

    7.15  Estimated
      Working Capital Amount.
      The
      Estimated Working Capital Amount shall be (a) no less than an amount equal
      to
      (i) the Net Working Capital Threshold Amount, less
      (ii) the
      amount set forth in Schedule
      7.15,
      and (b)
      no more than an amount equal to the Net Working Capital Threshold Amount.


     

    7.16  Effect
      on EBITDA of the Business.
      No
      event, occurrence or circumstance shall have occurred since December 31, 2006
      that has had or would reasonably be expected to have an adverse affect on net
      recurring EBITDA of the Business by more than $1,000,000 annually or that has
      had or would reasonably be expected to have a net adverse effect of more than
      $2,000,000 on the Business.

     

    7.17  Permits.
      The
      Sellers shall have provided the Purchaser, not less than five Business
      Days prior to the Closing, with a schedule of the Permits that are scheduled
      to
      expire within the three-month period following the Closing.

     

    7.18  Intellectual
      Property Rights Actions.
      The
      Purchaser shall have received from the Sellers an updated Schedule
      6.20
      that
      sets forth a true and complete list of all actions that, to the Sellers’
Knowledge, must be taken within six months following the Closing Date to
      maintain the existence or validity of the Registered Intellectual
      Property.

     

    7.19  Replacement
      Capital Analysis.
      The
      Purchaser shall have received from the Sellers a replacement capital analysis
      of
      the fixed assets located at the Geismar Facility, the scope of which analysis
      shall have been that which is customary in the industry for such fixed
      assets.

     

    7.20  Consent
      under Chemtura Credit Agreement.
      Chemtura shall have obtained the consent of the Required Lenders (as defined
      in
      the Credit Agreement) under the Credit Agreement to the consummation of the
      transactions contemplated by this Agreement. 

     

    ARTICLE
      8.

    CONDITIONS
      PRECEDENT TO OBLIGATIONS OF THE SELLERS

     

    The
      obligations each Seller to consummate the transactions contemplated by this
      Agreement are subject to the satisfaction or waiver by such Seller of the
      following conditions precedent on or before the Closing Date:

     

    
      
        
        

      

      
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    8.1  Representations
      and Warranties True.
      The
      representations and warranties of the Purchaser contained herein shall have
      been
      accurate, true and correct in all material respects on and as of the date hereof
      and, except to the extent that any such representation or warranty is expressly
      made solely as of the date hereof or as of another date earlier than the Closing
      Date, shall also be accurate, true and correct in all material respects on
      and
      as of the Closing Date.

     

    8.2  Compliance
      with Agreements and Covenants.
      The
      Purchaser shall have in all material respects performed and complied with all
      of
      its covenants and agreements contained in this Agreement to be performed and
      complied with by it on or prior to the Closing.

     

    8.3  Certificate
      of Compliance.
      The
      Purchaser shall have delivered to the Sellers a certificate of the Purchaser
      dated as of the Closing Date, executed by the Purchaser, certifying as to the
      satisfaction of the conditions set forth in Sections 8.1
      and
8.2.

     

    8.4  HSR
      Act; Premerger Notification Provisions; Brazil.
      (a) Any
      applicable waiting period under the HSR Act shall have expired or have been
      terminated without action by the Antitrust Division or the FTC to prevent
      consummation of the transactions contemplated hereby, (b) any waiting
      period or suspensory obligation under any Premerger Notification Provision
      shall
      have expired or been terminated, (c) all applicable filings, consents and
      approvals under any Premerger Notification Provision, the absence of which
      would
      prohibit the consummation of the transactions contemplated by this Agreement,
      shall have been made or obtained and (d) the notification of this Agreement
      shall have been made in Brazil to the Ministry of Justice of Brazil no later
      than the 15th business day after the date of execution and delivery of this
      Agreement.

     

    8.5  No
      Injunctions or Other Legal Restraints.
      No
      applicable Law, injunction or other legal restraint or prohibition enacted,
      entered, promulgated, enforced or issued by any Governmental Authority
      preventing the consummation of the Closing or all or any portion of the
      transactions contemplated hereby shall be in effect.

     

    8.6  Related
      Agreements.
      The
      form and substance of each Related Agreement (to the extent not attached as
      an
      Exhibit hereto) shall have been mutually agreed upon by the Purchaser and the
      Sellers, and the Sellers shall have received from the Purchaser a duly executed
      copy of each Related Agreement to which the Purchaser is a party.

     

    8.7  Consents.
      Chemtura shall have received all Consents required under the Receivables
      Securitization Agreements (including, where necessary, Consents of the
      applicable Persons to the repurchase by Chemtura of Accounts Receivable) for
      the
      consummation of the transactions contemplated by this Agreement from the
      applicable parties thereto and the release of all Liens in respect of any and
      all of the Assets subject to any Lien thereunder. 

     

    8.8  Consent
      under Chemtura Credit Agreement.
      Chemtura shall have obtained the consent of the Required Lenders (as defined
      in
      the Credit Agreement) under the Credit Agreement to the consummation of the
      transactions contemplated by this Agreement. 

     

    
      
        
        

      

      
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    ARTICLE
      9.

    CLOSING

     

    9.1  Closing.
      Subject
      to Articles
      7
      and
8,
      the
      Closing shall take place at the offices of Mayer, Brown, Rowe & Maw
      LLP, 1675
      Broadway, New York, New York 10019 at 10:00 a.m. (eastern time) on the second
      Business Day after all the conditions set forth in Articles
      7
      and
8
      (other
      than conditions to be satisfied only by the delivery of certificates, or other
      documents at the Closing, which shall be satisfied or waived at the Closing)
      have been satisfied (or, to the extent permitted, waived by the parties entitled
      to the benefits thereof); provided
      that, at
      Chemtura’s or the Purchaser’s election, the Closing shall be deferred until the
      first day of the month following the month in which the Closing would otherwise
      occur. Once the Closing occurs, the Closing, and all transactions to occur
      at
      the Closing, shall be deemed to have taken place at, and shall be effective
      as
      of, 12:00:01 a.m. (eastern time) on the Closing Date. 

     

    9.2  Deliveries
      by the Sellers.
      At the
      Closing, each Seller (as applicable) shall deliver to the Purchaser the
      following:

     

    (a)  the
      Acts
      of Cash Sale duly executed by the applicable Sellers;

     

    (b)  the
      Accounts Receivable Note duly executed by Chemtura;

     

    (c)  the
      Assignment and Assumption Agreement duly executed by each Seller;

     

    (d)  the
      Bill
      of Sale duly executed by each Seller;

     

    (e)  if
      determined by the Sellers and the Purchaser to be necessary, the Foreign
      Implementation Agreements, duly executed by the applicable
      Seller(s);

     

    (f)  the
      Ground Lease duly executed by Chemtura;

     

    (g)  the
      License Agreements duly executed by the applicable Seller(s);

     

    (h)  the
      Patent Assignment duly executed by the Sellers;

     

    (i)  the
      Supply Agreements duly executed by Chemtura;

     

    (j)  the
      Trademark Assignment duly executed by the Sellers;

     

    (k)  the
      Transition Services Agreement duly executed by Chemtura;

     

    (l)  the
      certificates described in Section 7.3;

     

    (m)  the
      FIRPTA certificates described in Section 7.11;

     

    (n)  UCC-3
      amendments, assigning to the Purchaser any UCC-1s in favor of any Seller with
      respect to any consignment agreements that constitute Assets;

     

    (o)  title
      certificates to any owned motor vehicles included in the Purchased Assets,
      duly
      executed by the applicable Seller;

     

    (p)  an
      opinion of in-house counsel to the Sellers as to the matters set forth in
Exhibit
      M;

     

    
      
        
        

      

      
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    (q)  the
      Title
      Commitments;

     

    (r)  the
      updated schedule described in Section
      7.18;

     

    (s)  releases
      and terminations of any Liens on the Assets that are not Permitted
      Liens;

     

    (t)  the
      Closing Proration Amount, if payable by the Sellers pursuant to Section 2.7;
      and

     

    (u)  a
      certificate of the secretary or an assistant secretary of each Seller certifying
      resolutions of the board of directors (or similar governing body) of such
      Seller, approving and authorizing the execution, delivery and performance by
      such Seller of this Agreement and its respective Related Agreements and the
      consummation by such Seller of the transactions contemplated hereby and thereby,
      provided
      that
      such resolutions are required as a matter of Law or under such Seller’s
      governing documents (together with an incumbency and signature certificate
      regarding the officer(s) signing on behalf of such Seller).

     

    9.3  Deliveries
      by the Purchaser.
      At the
      Closing, the Purchaser shall deliver to the Sellers the following:

     

    (a)  the
      Accounts Payable Note, duly issued by the Purchaser;

     

    (b)  the
      Assignment and Assumption Agreement duly executed by the Purchaser;

     

    (c)  the
      Bill
      of Sale duly executed by the Purchaser;

     

    (d)  if
      determined by the Sellers and the Purchaser to be necessary, the Foreign
      Implementation Agreements, duly executed by the Purchaser (or its designated
      Affiliate(s));

     

    (e)  the
      Ground Lease duly executed by the Purchaser;

     

    (f)  the
      License Agreements duly executed by the Purchaser;

     

    (g)  the
      Supply Agreements duly executed by the Purchaser;

     

    (h)  the
      Transition Services Agreement duly executed by the Purchaser;

     

    (i)  the
      Closing Proration Amount, if payable by the Purchaser pursuant to Section 2.7;

     

    (j)  the
      certificate described in Section 8.3;

     

    (k)  a
      certificate of the secretary or an assistant secretary of the Purchaser
      certifying resolutions of the board of directors of the Purchaser approving
      and
      authorizing the execution, delivery and performance by the Purchaser of this
      Agreement and its Related Agreements and the consummation by the Purchaser
      of
      the transactions contemplated hereby and thereby (together with an incumbency
      and signature certificate regarding the officer(s) signing on behalf of the
      Purchaser); and

     

    
      
        
        

      

      
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    (l)  the
      Initial Purchase Price in accordance with Sections 3.1,
      3.2(a),
      (b)
      and
(c)(i)
      (if
      applicable) and 13.4.

     

    ARTICLE
      10.

    TERMINATION

     

    10.1  Termination.
      This
      Agreement may be terminated, and the transactions contemplated herein may be
      abandoned, at any time on or prior to the Closing:

     

    (a)  with
      the
      mutual written consent of the Sellers and the Purchaser;

     

    (b)  by
      either
      the Sellers or the Purchaser, if the Closing shall not have taken place on
      or
      prior to July 2, 2007; provided
      that the
      right to terminate this Agreement under this Section 10.1(b)
      shall
      not be available to (i) the Sellers if the failure of any Seller to fulfill
      any
      of its obligations under this Agreement caused the failure of the Closing to
      occur on or prior to such date or (ii) the Purchaser if the failure of the
      Purchaser to fulfill any of its obligations under this Agreement caused the
      failure of the Closing to occur on or prior to such date;

     

    (c)  by
      the
      Purchaser, if there shall have been a material breach of any representation
      or
      warranty of the Sellers hereunder which breach of such representation or
      warranty would reasonably be expected to have a Business Material Adverse
      Effect, or a material breach of any covenant or agreement of any Seller
      hereunder, and in each case such breach shall not have been remedied within
      30
      days after receipt by the Sellers of a notice in writing from the Purchaser
      specifying the breach and requesting such breach be remedied;

     

    (d)  by
      the
      Sellers, if there shall have been a material breach of any representation or
      warranty of the Purchaser hereunder, or a material breach of any covenant or
      agreement of the Purchaser hereunder, and such breach shall not have been
      remedied within 30 days after receipt by the Purchaser of notice in writing
      from
      the Sellers specifying the breach and requesting such breach be
      remedied;

     

    (e)  by
      either
      Purchaser or the Sellers if, but only to the extent: (i) there shall be any
      Law
      or regulation that makes the consummation of all of the transactions
      contemplated by this Agreement, finally and irrevocably illegal or otherwise
      prohibited or that prohibits the Business as a whole, immediately after the
      Closing, from being conducted as it is presently being conducted; or (ii)
      consummation of all of the transactions contemplated by this Agreement or the
      operation of the Business as a whole, immediately after the Closing, would
      violate any nonappealable final judgment of any Governmental Authority having
      competent jurisdiction; or

     

    (f)  by
      the
      Purchaser, following the Purchaser’s receipt of the Audited Financial
      Statements, to the extent permitted by Section
      6.16(b).
      

     

    
      
        
        

      

      
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    In
      the
      event of termination by the Sellers or the Purchaser pursuant to this
Section 10.1
      (other
      than Section 10.1(a)),
      written notice thereof shall be given to the other parties hereto.

     

    10.2  Effect
      of Termination.
      If this
      Agreement is terminated pursuant to Section 10.1,
      all
      obligations of the Sellers and the Purchaser hereunder shall terminate, except
      for the obligations set forth in Sections 6.5
      (Brokers), 6.8
      (Confidentiality), 13.1
      (Expenses) and 13.8
      (Publicity), each of which shall survive the termination of this Agreement,
      and
      except that no such termination shall relieve any party from any Liability
      which
      such party may have to another party for Losses arising out of any
      misrepresentation or breach of this Agreement by such party which occurs on
      or
      before termination hereof.

     

    ARTICLE
      11.

    EMPLOYEES
      AND EMPLOYEE BENEFITS

     

    11.1  Offers
      of Employment.
      On or
      prior to the Closing Date and effective as of and conditioned upon the Closing,
      the Purchaser shall make offers of employment to each of the Business Employees
      other than (a) the Non-U.S. Employees and (b) the individuals set
      forth on Schedule 11.1(a)
      (such
      offerees, the “Offered
      Employees”)
      at the
      same seniority level and base salary and/or base wages applicable to such
      Offered Employees immediately prior to the Closing and on such other terms
      and
      conditions, including the terms of employee benefit plans, programs, policies
      and arrangements that are substantially similar in the aggregate to the terms
      and conditions provided by the Sellers and their Affiliates to such Offered
      Employees immediately prior to the Closing and on such other terms and
      conditions as determined by the Purchaser (the “Offers
      of Employment”);
      provided,
      however,
      that
      the Purchaser shall not be required to implement or maintain any retention
      pay
      program or arrangement other than a program to effectuate the retention payments
      to the individuals and in the amounts set forth on Schedule
      11.5.
      Each
      such individual who accepts the Purchaser’s Offer of Employment shall become an
      employee of the Purchaser as of the Closing and shall be referred to herein
      as a
“Transferred
      Employee.”
Such
      Transferred Employees shall not have a guarantee of employment for any specific
      duration, and shall be considered at-will. The
      Sellers acknowledge that Offers of Employment made by the Purchaser in
      accordance with this Section 11.1
      shall
      satisfy the Purchaser’s obligations under this Section
      11.1
      including with respect to the individuals listed on Schedule
      11.1(b).
      The
      Offers of Employment shall be made in compliance with all applicable
      Laws.

     

    11.2  Vesting
      and Service Credit.
      To the
      extent applicable with respect to employee benefit plans, programs and
      arrangements that are established or maintained by the Purchaser for the benefit
      of Transferred Employees, Transferred Employees (and their eligible dependents)
      shall be given credit for their service with the Sellers and their Affiliates
      (a) for purposes of vesting and eligibility under the retirement plan of the
      Purchaser that satisfies the requirements of section 401(a) of the Code,
      (b) for purposes of the Purchaser’s vacation plan and severance plan, (c) for
      purposes of eligibility requirements under the Purchaser’s welfare plans, and
      (d) for purposes of satisfying any waiting periods, evidence of insurability
      requirements, or the application of any pre-existing condition limitations
      and
      shall be given credit for amounts paid under a corresponding Seller Plan during
      the same period for purposes of applying deductibles, copayments and
      out-of-pocket maximums as though such amounts had been paid in accordance with
      the terms and conditions of the plans and arrangements maintained by the
      Purchaser. Notwithstanding the foregoing provisions of this Section 11.2,
      service
      and other amounts shall not be credited to Transferred Employees (or their
      eligible dependents) to the extent the crediting of such service or other
      amounts would result in a duplication of benefits.

     

    
      
        
        

      

      
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    11.3  Non-U.S.
      Employees.

     

    (a)  Notwithstanding
      the provisions of Section
      11.1,
      the
      Purchaser shall make or cause to be made offers of employment, effective as
      of
      the Closing Date, to each of the Non-U.S. Employees listed on Schedule
      11.3
      (collectively, the “Offered
      Non-U.S. Employees”).
      Each
      such offer of employment shall comply in all respects with the requirements
      of
      applicable local Law and the Sellers and the Purchaser agree to take any actions
      necessary to effect the transfers of employment of such employees from the
      Sellers to the Purchaser or its agent and to agree upon the terms and conditions
      of such transfers and other matters relating to such transfers, which terms
      and
      conditions may be set forth in an Employee Exhibit that will form a part of
      this
      Agreement and supersede any provisions of this Agreement that are inconsistent
      with any such Employee Exhibit; provided,
      however,
      that
      the Purchaser shall not be obligated to make or cause to be made an offer of
      employment to any Offered Non-U.S. Employee unless and until the Sellers and
      the
      Purchaser have agreed to an Employee Exhibit with respect to such Offered
      Non-U.S. Employee. To the extent that the employment of any Offered Non-U.S.
      Employee is transferred to an agent of the Purchaser or an agent of the
      Purchaser becomes an employer of any Offered Non-U.S. Employee (any such Offered
      Non-U.S. Employee, an “Agent
      Offered Non-U.S. Employee”),
      the
      Purchaser shall cause such agent to comply in all respects with this
Article
      11
      (and,
      for the avoidance of doubt, with the applicable Employee Exhibit and applicable
      Law) to the same extent as the same would have applied to the Purchaser. Except
      as may otherwise be expressly provided in an applicable Employee Exhibit, the
      Purchaser shall be liable for any costs of such transfer, employment and
      compliance and the Purchaser shall indemnify the Sellers for any Losses or
      Liabilities that may accrue to the Sellers as a result of (i) the transfer
      to or
      employment by an agent of the Purchaser of any Agent Offered Non-U.S. Employee,
      or (ii) any act, failure to act or non-compliance by the Purchaser or its agent
      with regard to an Agent Offered Non-U.S. Employee (including any severance
      benefits, notice of termination, pay in lieu of notice, or other similar pay,
      benefits or rights required under any applicable Foreign Benefit Plan, contract
      or Law caused by, due to or arising out of the Purchaser’s or its agent’s
      failure to comply with this Article
      11
      (or, for
      the avoidance of doubt, with the applicable Employee Exhibit or applicable
      Law).

     

    (b)  Indemnification
      by Sellers.
      If any
      employee of the Sellers or any of their Affiliates whose primary place of
      employment is in a non-U.S. jurisdiction and who is not an Offered Non-U.S.
      Employee or a UK Employee is alleged to automatically transfer or automatically
      transfers to the Purchaser under applicable Law in connection with the
      consummation of the transactions contemplated by this Agreement (a “Transferring
      Non-Business Employee”),
      the
      Purchaser and the Sellers shall cooperate in good faith, and in accordance
      with
      applicable Law, to effect the transfer of such employee to a Seller or any
      of
      its Affiliates; provided, however, that if such transfer to Seller or one of
      its
      Affiliates cannot be effectuated within 10 Business Days of such alleged
      transfer or transfer, then (i) the Purchaser shall in accordance with
      applicable Law, terminate such employee, and (2) Chemtura shall indemnify
      the Purchaser against any documented costs, including any severance, penalty,
      or
      other payment that is required to be paid (and that is paid) by the Purchaser
      to
      such employee, his representative(s) or a Governmental Authority, incurred
      by
      the Purchaser and arising directly out of the termination of such employee
      by
      Purchaser. Without duplication of the indemnification provided in the
      immediately preceding sentence, Chemtura shall indemnify the Purchaser against
      any costs incurred by the Purchaser in connection with the defense of any claim
      that a Transferring Non-Business Employee has automatically transferred to
      the
      Purchaser under applicable Law in connection with the consummation of the
      transactions contemplated by this Agreement. 

     

    
      
        
        

      

      
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    11.4  Severance
      Costs.

     

    (a)  The
      Sellers agree to reimburse the Purchaser for severance costs for terminations
      up
      to 26 technician positions and four salaried positions of Transferred Employees
      (reduced by the number of terminations of employment in such categories made
      by
      the Sellers prior to the Closing Date) in the event that the termination occurs
      because the Purchaser stops producing the products set forth on Schedule 11.4
      or any
      of the products to be supplied to Chemtura under the Purchaser Master Supply
      Agreement at the Geismar Facility within four months after the Closing Date.
      The
      Sellers shall have no obligation to reimburse the Purchasers for any amounts
      with respect to any individual pursuant to this Section 11.4(a)
      unless,
      prior to such individual’s termination, (i) the Purchaser has used commercially
      reasonable efforts, as determined in good faith by the Purchaser, to offer
      employment to such individual at the Geismar Facility or the Purchaser’s Baton
      Rouge facility on terms and conditions that are no less favorable than those
      offered to such individual pursuant to Section 11.1,
      (ii)
      after the exercise of such commercially reasonable efforts, the Purchaser is
      unable to employ such individual, and (iii) to the extent a release would be
      required under the applicable Chemtura Corporation Severance Plan, the
      individual signs a release substantially comparable to the form of release
      the
      Sellers have historically required under the applicable Chemtura Corporation
      Severance Plan, releasing the applicable Seller and its Affiliates and the
      Purchaser and its Affiliates from any liability or claims arising out of such
      individual’s employment with the applicable Seller or the Purchaser or the
      termination or transfer thereof. Notwithstanding the foregoing, no reimbursement
      obligation will arise under this Section 11.4(a)
      with
      respect to any individual who continues to be employed by the Purchaser, and
      the
      Purchaser shall refund the Sellers any reimbursements made under this
Section 11.4(a)
      with
      respect to any individual who becomes reemployed by Purchaser or any of its
      Affiliates or otherwise performs services in any capacity for the Purchaser
      or
      any of its Affiliates (whether as a consultant, independent contractor, advisor
      or otherwise), other than the performance of consulting services for a period
      of
      time not to exceed three months, within a 24-month period following the Closing
      Date.

     

    (b)  In
      the
      event that (i) any Business Employee (other than a Transferred Employee) or
      (ii)
      any individual who would have otherwise been considered a Business Employee
      but
      for the termination of such individual as contemplated by Section
      11.4(a)
      prior to
      the Closing (and provided that the Sellers have made the Purchaser aware of
      the
      identity of such individuals prior to the Closing) becomes an employee of the
      Purchaser or any of its Affiliates or otherwise performs services in any
      capacity for the Purchaser or any of its Affiliates (whether as a consultant,
      independent contract, advisor or otherwise) within the 24-month period following
      the Closing Date, and if such Business Employee received severance payments
      from
      the Sellers in connection with his or her termination of employment from the
      Sellers, the Purchaser shall reimburse the Sellers for any and all such
      severance costs; provided,
      however,
      that no
      reimbursement obligation will arise under this Section 11.4(b)
      with
      respect to any Business Employee who performs consulting services for the
      Purchaser or any of its Affiliates for a period of time not to exceed three
      months during such 24-month period. The Purchaser shall promptly inform the
      Sellers of any event that would entitle the Sellers to reimbursement pursuant
      to
      this Section
      11.4.

     

    
      
        
        

      

      
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    11.5  Retention
      Payments.
      The
      Sellers have agreed to provide retention payments to the individuals and in
      the
      amounts set forth on Schedule
      11.5
      pursuant
      to the terms of the retention agreements set forth on Schedule
      4.17(a).
      The
      Purchaser agrees to pay such amounts in accordance with their terms and
      applicable Law and (i) the Sellers shall reimburse the Purchaser for
      one-half of the total amounts so paid to the affected individuals until the
      amount paid in connection with this Section
      11.5,
      net of
      such reimbursements by the Sellers, has reached $130,000 and then (ii) the
      Sellers shall reimburse the Purchaser for all of the total amounts so paid
      to
      the affected individuals.

     

    11.6  No
      Third Party Beneficiaries.
      No
      provision of this Article
      11
      or any
      Employee Exhibit shall create any third party beneficiary or other rights in
      any
      Person (including any Transferred Employee or any beneficiary or dependent
      thereof) in respect of continued employment (or resumed employment) with either
      the Purchaser or any of its Affiliates and no provision of this Article
      11
      or any
      Employee Exhibit shall create any such rights in any such Persons in respect
      of
      any benefits that may be provided, directly or indirectly, under any Seller
      Plan
      or any similar plan maintained by the Purchaser.

     

    11.7  UK
      Employees and Other Non-U.S. Employee Matters.

     

    (a)  Notwithstanding
      anything else contained in this Agreement, the Sellers (on behalf of themselves
      and their Affiliates) and the Purchaser acknowledge that it is intended that
      EC
      Directive No. 2001/23, dated March 12, 2001, and domestic legislation
      implementing this directive into the national laws of the UK (collectively,
      the
“Acquired Rights Directive”) shall apply to the transfer of the employment of
      those employees of the Sellers or their Affiliates who are wholly or mainly
      employed or engaged in the Business as of the Closing Date in the United Kingdom
      (the “UK Employees”) from the Sellers or their Affiliates to the Purchaser,
      which employees are listed on Schedule
      11.7
      (which
      the Sellers represent as being true and accurate as of the date hereof). The
      Sellers (on behalf of themselves and their Affiliates) and the Purchaser further
      acknowledge that, in accordance with the Acquired Rights Directive, the
      employment of all the UK Employees shall transfer with effect from the Closing
      Date to the Purchaser and that each of the parties shall comply with their
      respective obligations under the Acquired Rights Directive and the Sellers
      shall
      cause their Affiliates to comply with their obligations under the Acquired
      Rights Directive. Schedule
      11.7
      lists
      all Foreign Benefit Plans applicable to the UK Employees.

     

    
      
        
        

      

      
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    (b)  Indemnification
      by Sellers.
      The
      Sellers shall indemnify, keep indemnified and hold harmless the Purchaser
      against any Losses in connection with (i) any act or omission by any employer
      of
      any UK Employee prior to the Closing Date arising out of or relating to the
      employment of any of the UK Employees under the Acquired Rights Directive;
      (ii)
      any claim by a recognized trade union, works council, staff association or
      other
      representative, person or body, (whether elected or not) in respect of any
      UK
      Employee arising out of any failure on the part of the Sellers or any of their
      Affiliates to comply with its legal obligations to such union, council,
      association, representative body or person, unless such claim arose as a result
      of the failure by the Purchaser to comply with its obligations under the
      Acquired Rights Directive; and (iii) the employment and/or the termination
      of
      employment of any employees connected to the Business who transfer to the
      Purchaser in the United Kingdom as a result of the Acquired Rights Directive
      and
      who are not the UK Employees listed in Schedule
      11.7,
      provided that if in the reasonable opinion of the Purchaser and the Sellers
      the
      contract of employment of any employee who is connected with the Business in
      the
      United Kingdom as of the Closing has or is likely to have effect or is found
      to
      have effect pursuant to the Acquired Rights Directive as if it was a contract
      of
      employment originally made with the Purchaser, the Sellers agree that: (A)
      in
      consultation with the Purchaser, they shall within 10 Business Days of being
      so
      requested by the Purchaser make to such person an offer in writing to employ
      him
      or her under a new contract of employment to take effect on the termination
      referred to below; and (B) such offer of employment shall be on terms and
      conditions which are no less favorable than the terms and conditions of
      employment of such person immediately before the Closing. Upon such offer being
      made or at any time after the expiry of 10 Business Days after a request by
      the
      Purchaser for the Sellers to make such offer, the Purchaser shall terminate
      the
      employment of the person concerned and the Seller shall indemnify the Purchaser
      against any Losses in connection with the employment or the termination of
      employment of such person incurred through the termination of his or her
      employment. 

     

    (c)  Indemnification
      by Purchaser.
      The
      Purchaser shall indemnify, keep indemnified and hold harmless the Sellers
      against any Losses in connection with (i) any act or omission of the Purchaser
      before or after the Closing Date relating to the employment or termination
      of
      the employment of any of the UK Employees; (ii) any changes to the terms of
      employment of any of the UK Employees to their detriment which are made on
      or
      after the Closing Date; and (iii) any claim by a recognized trade union, works
      council, staff association or other representative body or person (whether
      elected or not) in respect of the UK Employees arising out of the Purchaser's
      failure to comply with its legal obligations under the Acquired Rights
      Directive.

     

    (d)  Other
      Non-U.S. Employee Matters.
      Schedule
      11.7
      contains
      a true and correct list of each Foreign Employee Benefit Plan applicable to
      the
      Non-U.S. Employees in the jurisdictions specified. 

     

    
      
        
        

      

      
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    ARTICLE
      12.

    INDEMNIFICATION

     

    12.1  Survival.
      The
      representations and warranties of the Sellers and the Purchaser contained herein
      shall survive the Closing for a period of 15 months after the Closing, except
      that (a) the representations and warranties in Section 4.19
      shall
      survive the Closing until the Tax Statute of Limitations Date and (b) Title
      and
      Authorization Warranties shall survive indefinitely. The covenants and
      agreements contained in this Agreement shall survive indefinitely, unless any
      such covenant or agreement terminates on an earlier date by its terms. Neither
      the Sellers nor the Purchaser shall have any Liability with respect to claims
      first asserted with respect to any such representation, warranty, covenant
      or
      agreement after the survival period specified therefor in this Section 12.1.
      In the
      event written notice of any claim for indemnification hereunder shall have
      been
      given within the applicable survival period (and otherwise in accordance with
      this Agreement), the representations, warranties, covenants or agreements that
      are the subject of such indemnification claim shall survive (solely with respect
      to the subject matter of such indemnification claim) until such time as such
      claim is finally resolved in accordance with the terms hereof. If more than
      one
      survival period applies to a particular claim, the longest of such survival
      periods shall be the controlling survival period for such claim.

     

    12.2  Indemnification
      by the Sellers.
      Subject
      to Section 12.2(f)
      and
12.4,
      the
      Sellers, jointly and severally, agree to indemnify the Purchaser and its
      Affiliates (each, a “Purchaser
      Indemnified Party”)
      against, and agree to hold the Purchaser Indemnified Parties harmless from,
      any
      and all Losses incurred or suffered by the Purchaser Indemnified Parties to
      the
      extent arising out of, resulting from or relating to any of the
      following:

     

    (a)  any
      breach of or any inaccuracy in any representation or warranty made by any Seller
      in this Agreement or in any Related Agreement;

     

    (b)  any
      breach of or failure by any Seller to perform any covenant or agreement of
      such
      Seller set out in this Agreement or any Related Agreement;

     

    (c)  any
      Excluded Asset;

     

    (d)  any
      Retained Obligation;

     

    (e)  any
      noncompliance by any Seller with any Bulk Sales Laws or fraudulent transfer
      Law
      in respect of any of the transactions contemplated hereunder; or

     

    (f)  Notwithstanding
      any provision of this Agreement to the contrary, (i) the sole and exclusive
      remedy of any Purchaser Indemnified Party with respect to any Losses arising
      out
      of or relating to any capital expenditures that may be necessary (A) to
      resolve or abate Environmental Violations or matters of non-compliance with
      Environmental Law or (B) to restore the Business to compliance therewith
      shall be a claim for indemnification under Section
      12.2(a)
      for a
      breach of the representations or warranties set forth in Section
      4.21,
      which
      claim must be brought no later than the one year anniversary of the Closing
      Date, and no such claims may be brought by any Purchaser Indemnified Party
      under
Section
      12.9
      or any
      other subparagraph of Section
      12.2;
      and
      (ii) with respect to any Environmental Violation or matter of
      non-compliance with Environmental Law existing as of the Closing and continuing
      uninterrupted following the Closing that is (A) discovered by the Purchaser
      during the first year after the Closing Date, the sole and exclusive remedy
      of
      the Purchaser Indemnified Parties with
      respect to the period subsequent to the Closing (other
      than with respect to capital expenditures contemplated by clause
      (i)
      above)
      shall be recovery from the Sellers of any fines and penalties associated with
      such Environmental Violation or matter of non-compliance with Environmental
      Law
      incurred during the first year following the Closing, together with all
      reasonable attorney’s fees and consulting fees to address such non-compliance,
      or (B) discovered by the Purchaser after the first anniversary of the
      Closing Date, the sole and exclusive remedy of the Purchaser Indemnified Parties
      with respect to the period subsequent to the Closing shall be the costs of
      defending any claim or fines or penalties attributable to the first year of
      operation of the Business after the Closing. 

     

    
      
        
        

      

      
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    For
      the
      avoidance of doubt (and other than as otherwise provided in Section
      12.2(f)),
      if a
      state of facts would allow a Purchaser Indemnified Party to seek indemnification
      under Section
      12.2(a)
      as well
      as any other subparagraph of this Section
      12.2
      or
Section
      12.9,
      the
      Purchaser Indemnified Party shall be entitled in its discretion to elect to
      seek
      indemnification under such other subparagraph or Section
      12.9.
      

     

    12.3  Indemnification
      by the Purchaser.
      The
      Purchaser agrees to indemnify the Sellers and their Affiliates (each, a
“Seller
      Indemnified Party”)
      against, and agrees to hold the Seller Indemnified Parties harmless from, any
      and all Losses incurred or suffered by the Seller Indemnified Parties to the
      extent arising out of, resulting from or relating to any of the
      following:

     

    (a)  any
      breach of or any inaccuracy in any representation or warranty made by the
      Purchaser in this Agreement or any Related Agreement;

     

    (b)  any
      breach of or failure by the Purchaser to perform any covenant or agreement
      of
      the Purchaser set out in this Agreement or any Related Agreement;

     

    (c)  any
      Assumed Obligation;

     

    (d)  the
      ownership and operation of the Business, or the ownership, operation, use or
      sale of the Assets, in each case from or after the Closing;

     

    (e)  any
      Liability arising under any Business Guarantee; or

     

    (f)  any
      and
      all Environmental Claims, Environmental Violations or Environmental Liabilities
      related to the Real Property constituting a part of the Assets or the operation
      of the Business to the extent such Environmental Claims, Environmental
      Violations or Environmental Liabilities are solely caused by post-Closing Date
      actions, circumstances or occurrences.

     

    12.4  Limitations
      on Liability.
      Notwithstanding any other provision of this Agreement or any Related Agreement
      or any right or remedy available under any Law except insofar as is provided
      in
Section 12.9:

     

    
      
        
        

      

      
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    (a)  The
      Purchaser Indemnified Parties shall have the right to payment by the Sellers
      under Section 12.2(a)
      if, and
      then only to the extent that (after taking into account the other provisions
      of
      this Article
      12),
      the
      Purchaser Indemnified Parties shall have incurred indemnifiable Losses totaling
      $1,350,000 and then only with respect to indemnifiable Losses that exceed
      $10,000 from the first dollar of each such Loss (provided that a series of
      similar events, claims or items of Loss or damage can be aggregated together
      for
      purposes of this Section 12.4(a)
      and in
      particular for purposes of reaching such $10,000 threshold)); provided,
      however,
      that
      the limitations in this Section 12.4(a)
      shall
      not apply to claims or Losses arising from breaches of the Title and
      Authorization Warranties.

     

    (b)  The
      Sellers shall have no Liability under or otherwise in connection with this
      Agreement or the Related Agreements or the transactions contemplated hereby
      or
      thereby in excess of 18% of the Purchase Price in the aggregate, except that
      (i)
      such limitation shall not apply to indemnifiable Losses (1) under Sections 12.2(b),
      (c),
      (d),
      (e)
      or
(f),
      and (2)
      indemnifiable Losses arising from breaches of the Title and Authorization
      Warranties, in each such case for which there shall be no limit, and (ii) any
      indemnifiable Losses (1) under Sections 12.2(b),
      (c),
      (d),
      (e)
      or
(f),
      and (2)
      arising from breaches of the Title and Authorization Warranties, shall not
      be
      applied towards such limit. For the avoidance of doubt, this Section 12.4(b)
      does not
      apply to the Sellers’ Liability under Section 12.9
      and
      amounts payable by the Sellers under Section 12.9
      do not
      apply to the limit set forth in this Section 12.4(b).

     

    (c)  Except
      for any claims seeking equitable relief in connection with the failure of any
      Seller or the Purchaser to perform its covenants or agreements hereunder or
      claims arising from fraud or willful misconduct, from and after the Closing,
      the
      provisions of Article
      3
      and the
      indemnification provisions set forth in this Article
      12
      and in
Sections 6.5,
      6.31,
      11.3
      and
11.7
      shall be
      the exclusive remedies of the Sellers and the Purchaser and their respective
      Affiliates with respect to any and all claims in respect of the subject matter
      of this Agreement or any Related Agreement or the transactions contemplated
      hereby or thereby (including for any breach of or inaccuracy in any
      representation or warranty or any non-compliance with or breach of or default
      in
      the performance of any of the covenants or agreements contained in this
      Agreement) and the Sellers and the Purchaser shall not be entitled to any
      further indemnification, contribution, recovery or other rights or claims of
      any
      nature whatsoever in respect thereof (whether under this Agreement or any
      Related Agreement or under any common law theory or any statute or other Law,
      including any Environmental Law, or otherwise), all of which the Sellers and
      the
      Purchaser hereby waive.

     

    (d)  Neither
      the Sellers nor any of their Affiliates shall have any Liability under or
      otherwise in connection with this Agreement or the Related Agreements or the
      transactions contemplated hereby or thereby for any Loss to the extent arising
      from a change in Law that becomes effective after the Closing. Notwithstanding
      anything to the contrary in this Agreement, as to Losses under this Agreement
      and any Related Agreement that are not Losses related to a Third Party Claim,
      such Losses shall exclude special, incidental, punitive, exemplary and
      consequential damages and lost profits.

     

    
      
        
        

      

      
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    (e)  The
      Sellers shall not be obligated to indemnify the Purchaser or any other Person
      with respect to any matter to the extent that such matter was expressly taken
      into account in the calculation of the adjustments, if any, to the Purchase
      Price pursuant to Section
      3.2.

     

    12.5  Claims.
      As
      promptly as is reasonably practicable after becoming aware of a claim for
      indemnification under this Agreement not involving a Third Party Claim, but
      in
      any event no later than 15 Business Days after first becoming aware of such
      claim, the Indemnified Person shall give written notice to the Indemnifying
      Person of such claim in accordance herewith (the “Claim
      Notice”);
      provided,
      that
      the failure of the Indemnified Person to give such notice shall not relieve
      the
      Indemnifying Person of its obligations under this Article
      12
      (or
Section
      6.5
      or
Article
      11,
      as the
      case may be) except to the extent (if any) that the Indemnifying Person shall
      have been actually prejudiced thereby. The Claim Notice shall set forth in
      reasonable detail (i) the facts and circumstances giving rise to such claim
      for
      indemnification, including all relevant supporting documentation, (ii) the
      nature of the Losses suffered or incurred or expected to be suffered or
      incurred, (iii) a reference to the provisions of this Agreement, the Related
      Agreement or the certificate or instrument delivered in connection with this
      Agreement in respect of which such Losses have been suffered or incurred or
      are
      expected to be suffered or incurred, (iv) the amount of Losses actually suffered
      or incurred and, to the extent the Losses have not yet been suffered or
      incurred, a good faith estimate of the amount of Losses that could be expected
      to be suffered or incurred, and (v) information as may be necessary for the
      Indemnifying Person to determine that the limitations of Sections 12.4(a)
      and
(b)
      have
      been satisfied or do not apply.

     

    12.6  Notice
      of Third Party Claims; Assumption of Defense.
      The
      Indemnified Person shall give a Claim Notice (in the form contemplated by
Section 12.5)
      as
      promptly as is reasonably practicable, but in any event no later than 10
      Business Days after receiving notice thereof, to the Indemnifying Person of
      the
      assertion of any claim, or the commencement of any Proceeding, by any Person
      other than the Sellers or the Purchaser in respect of which indemnity may be
      sought under this Agreement (a “Third
      Party Claim”);
      provided,
      that
      the failure of the Indemnified Person to give such notice shall not relieve
      the
      Indemnifying Person of its obligations under this Article
      12
      (or
Section
      6.5
      or
Article
      11,
      as the
      case may be) except to the extent (if any) that the Indemnifying Person shall
      have been actually prejudiced thereby. The Indemnifying Person may, at its
      own
      expense, (a) participate in the defense of any such Third Party Claim and (b)
      upon notice to the Indemnified Person, at any time during the course of any
      such
      Third Party Claim, assume the defense thereof with counsel of its own choice
      and
      in the event of such assumption, shall have the exclusive right, subject to
      clause
      (a)
      in the
      proviso in Section 12.7,
      to
      settle or compromise such Third Party Claim. If the Indemnifying Person assumes
      such defense, the Indemnified Person shall have the right (but not the duty)
      to
      participate in the defense thereof and to employ counsel, at its own expense,
      separate from the counsel employed by the Indemnifying Person (subject to the
      foregoing provisions of this Section 12.6).
      If the
      Indemnifying Party (i) shall fail to notify the Indemnified Party of its
      intent to exercise its rights to defend any Third Party Claim within 30 days
      after receipt of any Claim Notice with respect thereto or (ii) after commencing
      or undertaking any such defense or settlement, fails to diligently pursue or
      withdraws from such defense or settlement, the Indemnified Party shall have
      the
      right to undertake the defense or settlement thereof, at the Indemnifying
      Party’s expense. The Indemnified Party shall not, however, settle any Third
      Party Claim without the prior written consent of the Indemnifying Party (such
      consent not to be unreasonably withheld), absent which all rights against the
      Indemnifying Party for indemnification with respect to such Third Party Claim
      shall terminate and be deemed waived. Whether or not the Indemnifying Person
      chooses to defend or prosecute any such Third Party Claim, the Sellers and
      the
      Purchaser shall cooperate in the defense or prosecution thereof.

     

    
      
        
        

      

      
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    12.7  Settlement
      or Compromise.
      Any
      settlement or compromise made or caused to be made by the Indemnified Person
      (unless the Indemnifying Person has the exclusive right to settle or compromise
      under clause
      (b)
      of
Section 12.6)
      or the
      Indemnifying Person, as the case may be, of any such Third Party Claim shall
      require the Indemnifying Person’s or the Indemnified Person’s prior written
      consent (such consent not to be unreasonably withheld) and, if such consent
      has
      been given, shall be binding upon the Indemnifying Person or the Indemnified
      Person, as the case may be, in the same manner as if a final judgment or decree
      had been entered by a court of competent jurisdiction in the amount of such
      settlement or compromise; provided,
      that
      the Indemnified Person shall consent to any settlement, compromise or discharge
      of a Third Party Claim that the Indemnifying Person may recommend and that
      by
      its terms (a) does not provide for injunctive or other non-monetary relief
      adversely affecting the Indemnified Person, (b) includes the giving by the
      relevant claimant or plaintiff to the Indemnified Party of a full and
      unconditional release from all liability with respect to such Third Party Claim,
      and (c) does not require the Indemnified Party to contribute any moneys to
      the
      settlement, compromise or discharge of such Third Party Claim.

     

    12.8  Mitigation;
      Net Losses; Subrogation.
      Except
      with respect to any indemnification under Section 12.9
      herein:

     

    (a)  Each
      Indemnified Person shall use commercially reasonable efforts to mitigate any
      Losses that such Indemnified Person asserts under Article
      11
      or this
Article
      12.
      If an
      Indemnified Person shall fail to make such commercially reasonable efforts
      to
      mitigate any such Losses, then, notwithstanding anything to the contrary
      contained in this Agreement or any Related Agreement, no Indemnifying Person
      shall be required to indemnify any Indemnified Person for that portion of any
      Losses that could reasonably be expected to have been avoided if the Indemnified
      Person had made such efforts.

     

    (b)  Notwithstanding
      anything contained herein to the contrary, the amount of any Losses incurred
      or
      suffered by any Indemnified Person shall be calculated after giving effect
      to
      any recoveries obtained by the Indemnified Person (or any of its Affiliates)
      from any other third party (including insurers) in respect of such Losses.
      Each
      Indemnified Person shall exercise commercially reasonable efforts to obtain
      such
      recoveries. If any such recoveries are received by an Indemnified Person (or
      any
      of its Affiliates) with respect to any Losses after an Indemnifying Person
      has
      made a payment to the Indemnified Person with respect thereto, the Indemnified
      Person (or such Affiliate) shall promptly pay to the Indemnifying Person the
      amount of such recoveries (up to the amount of the Indemnifying Person’s
      payment).

     

    (c)  Upon
      making any payment to an Indemnified Person in respect of any Losses, the
      Indemnifying Person will, to the extent of such payment, be subrogated to all
      rights of the Indemnified Person (and its Affiliates) against any third party
      in
      respect of the Losses to which such payment relates. Such Indemnified Person
      (and its Affiliates) and Indemnifying Person will execute upon request all
      instruments reasonably necessary to evidence or further perfect such subrogation
      rights.

     

    
      
        
        

      

      
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    12.9  Environmental
      Indemnification.
      With
      respect to any Environmental Claim or Environmental Liability for which
      indemnification is sought pursuant to this Agreement by either the Purchaser
      or
      the Sellers, the provisions of this Section
      12.9
      set
      forth the understandings of the Sellers and the Purchaser
      therewith.

     

    (a)  Notwithstanding
      any other provision of this Agreement to the contrary, except as provided in
      Section
      12.9(c),
      the
      Sellers are solely responsible for and shall defend, indemnify and hold harmless
      the Purchaser, without regard to any limit on time or any dollar limit
      whatsoever, against all Environmental Claims, Environmental Liabilities, or
      Losses arising out of, related to, or based on:

     

    (i)  All
      Known
      Pre-Closing Environmental Liabilities;

     

    (ii)  All
      of
      Sellers’ Offsite Environmental Liabilities; and

     

    (iii)  Any
      Releases of Hazardous Substances that were used by the Sellers in their
      operations but that were never used by the Purchaser or any subsequent owner
      or
      operator;

     

    provided,
      however,
      solely
      with respect to the Geismar Response Action Costs, if the surrounding facts
      and
      circumstances show that such Environmental Claims, Environmental Liabilities
      or
      Losses were aggravated or worsened, in whole or in part, because of the actions
      or omissions of the Purchaser or any Release of Hazardous Substances arising
      out
      of the Purchaser’s operations after the Closing, the Purchaser shall bear the
      responsibility for assuming and defending, indemnifying and holding the Sellers
      harmless against such Environmental Claims, Environmental Liabilities or Losses
      but only to the extent of any increase in costs that are caused by such
      aggravation or worsening; provided,
      further,
      that if
      the Purchaser wishes to construct any additions or modifications to the Geismar
      Facility (i) in the area of the Geismar Landfill or the Fire Pond Buried
      Drum Area as identified in the Geismar Facility Phase II (the
      “Restricted
      Areas”)
      and
      such additions or modifications increase the Sellers’ indemnification
      obligations under Section
      12.9(a)(i)
      or
(iii),
      then
      the Purchaser shall bear the responsibility for assuming and defending,
      indemnifying and holding the Sellers harmless against such Environmental
      Liabilities, Environmental Claims or Losses, but only to the extent of any
      increase in costs that are caused by any aggravation or worsening arising from
      such additions or modifications and (ii) in an area that is not a
      Restricted Area but in which there are either Known Pre-Closing Environmental
      Liabilities or Unknown Pre-Closing Environmental Liabilities, then, at the
      Sellers’ option, (A) the Purchaser shall relocate the construction of such
      addition or modification to another area of the Geismar Facility reasonably
      acceptable to the Sellers, and the Sellers, on the one hand, and the Purchaser,
      on the other hand, shall each bear 50% of the incremental capital costs of
      such
      relocation or (B) the Sellers may consent to such construction, in which
      case the Sellers, on the one hand, and the Purchaser, on the other hand, shall
      each bear 50% of any increase in costs that is caused by any aggravation or
      worsening arising from such additions or modifications. 

     

    
      
        
        

      

      
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    (b)  Except
      as
      provided in Section
      12.9(c),
      the
      Sellers are solely responsible for and shall defend, indemnify and hold harmless
      the Purchaser, without regard to any limit on time or any dollar limit
      whatsoever, against all Environmental Claims, Environmental Liabilities, or
      Losses arising out of, related to, or based on all Unknown Pre-Closing
      Environmental Liabilities, to the extent that they are presented to the Sellers
      by the Purchaser within 15 years of the Closing Date; provided,
      however,
      solely
      with respect to the Geismar Response Action Costs, if the surrounding facts
      and
      circumstances show that such Environmental Claims, Environmental Liabilities
      or
      Losses were aggravated or worsened, in whole or in part, because of the actions
      or omissions of the Purchaser or any Release of Hazardous Substances arising
      out
      of the Purchaser’s operations after the Closing, the Purchaser shall bear the
      responsibility for assuming and defending, indemnifying and holding the Sellers
      harmless against such Environmental Claims, Environmental Liabilities or Losses
      but only to the extent of any increase in costs that are caused by such
      aggravation or worsening.

     

    (c)  The
      Purchasers shall be solely responsible for and shall defend, indemnify and
      hold
      the Sellers harmless against:

     

    (i)  any
      and
      all Unknown Pre-Closing Environmental Liabilities that arise more than 15 years
      after the Closing Date;

     

    (ii)  all
      Geismar Response Action Costs arising solely out of the actions or omissions
      of
      the Purchaser in its operations after the Closing Date; and

     

    (iii)  other
      than the Geismar Response Action Costs, all Environmental Liabilities,
      Environmental Claims or Losses arising out of the actions or omissions of the
      Purchaser in its operations after the Closing Date (for the avoidance of doubt,
      to the extent any workers compensation claim or claim for personal injury or
      property damage based on or arising out of exposure to Hazardous Substances
      involves potential liability against both the Sellers and the Purchaser, then
      the Environmental Liabilities, Environmental Claims or Losses related to the
      same are to be divided between the Sellers, on the one hand, and the Purchaser,
      on the other hand, according to their respective proportionate shares).


     

    For
      purposes of this Section
      12.9(c),
      the
“Purchaser” shall refer to the Purchaser or any subsequent owner or operator.


     

    (d)  The
      Geismar Response Actions and any other actions to address matters that fall
      within subsections (a),
      (b)
      and
(c)
      above
      shall be conducted as set forth on Schedule
      12.9(a).

     

    (e)  Any
      Environmental Claims that are asserted against the Sellers or the Purchaser
      shall be governed by the provisions of Sections
      12.5,
      12.6
      and
12.7
      herein.

     

    
      
        
        

      

      
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    (f)  For
      the
      avoidance of doubt and notwithstanding any other provision of this Agreement
      or
      any right or remedy available under any Law, and expressly waiving any statutory
      and common law claims for indemnification or contribution, however arising,
      the
      Sellers and the Purchaser agree that the sole remedy of any of them (or any
      of
      their respective Affiliates) as to any claim with respect to those matters
      falling within Section
      12.9(a),
      12.9(b)
      or
12.9(c)
      shall be
      what is set forth in this Section
      12.9
      and the
      associated Schedule.

     

    (g)  Before
      proceeding with any transfer to any third party of any of its responsibilities
      or obligations under this Agreement with respect to any Known Pre-Closing
      Environmental Liabilities or Unknown Pre-Closing Environmental Liabilities,
      the
      Sellers shall obtain the consent of the Purchaser, which consent shall not
      be
      unreasonably withheld.

     

    12.10  Purchase
      Price Adjustments.
      To the
      extent permitted by Law, any amounts payable under Section 12.2
      or
12.3
      shall be
      treated by the Purchaser and the Sellers as an adjustment to the Purchase
      Price.

     

    ARTICLE
      13.

    MISCELLANEOUS

     

    13.1  Expenses.
      Except
      as contemplated by Section 3.2(c)(iv),
      3.4,
      6.10(b),
      7.13
      or
7.14,
      each
      party hereto shall bear its own fees and expenses with respect to the
      transactions contemplated hereby; provided,
      however,
      that
      the Sellers, on the one hand, and the Purchaser, on the other hand, shall share
      equally all filing fees associated with the filings required by Section 6.3(b).

     

    13.2  Amendment.
      Except
      as provided in Section 13.17,
      this
      Agreement may be amended, modified or supplemented only in a writing signed
      by
      the Purchaser and the Sellers.

     

    13.3  Notices.
      Any
      notice, request, instruction or other document to be given hereunder by a Seller
      or the Purchaser shall be in writing and shall be deemed to have been given,
      (a)
      when received if given in person or by courier or a courier service, or (b)
      on
      the date of transmission if sent by facsimile transmission (receipt confirmed)
      on a Business Day during the normal business hours of the intended recipient,
      and if not so sent on such a day and at such a time, on the following Business
      Day:

     

     
      (i)  If
      to the
      Purchaser, addressed as follows:

     

    c/o
      Lion
      Chemical Capital, LLC

    9720
      Cypresswood Drive, Suite 212

    Houston,
      Texas 77070

    Attention: Peter
      DeLeeuw

    Facsimile: (281)
      807-2646

     

    
      
        
        

      

      
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    with
      a
      copy to:

     

    Vinson
      & Elkins LLP

    1455
      Pennsylvania Avenue N.W.

    Suite
      600

    Washington,
      D.C. 20004-1008

    Attention: Jay
      H.
      Hebert

     

    Facsimile: (202)
      879-8901

     

     (ii)  If
      to any
      Seller, addressed as follows:

     

    c/o
      Chemtura Corporation

    Benson
      Road

    Middlebury,
      CT 06749

    Attention: General
      Counsel

    Facsimile: (203)
      573-4301

     

    with
      a
      copy to:

     

    Mayer,
      Brown, Rowe & Maw LLP 

    71
      South
      Wacker Drive

    Chicago,
      IL 60606

    Attention: Scott
      J.
      Davis and Jennifer L. Keating

    Facsimile: (312)
      701-7711

     

    or
      to
      such other individual or address as such party may designate for itself by
      notice given as herein provided.

     

    13.4  Payments
      in Dollars.
      Except
      as otherwise provided herein or in a Related Agreement, all payments pursuant
      hereto shall be made by wire transfer in United States dollars in same day
      or
      immediately available funds without any set-off, deduction or counterclaim
      whatsoever.

     

    13.5  Waivers.
      Except
      as otherwise provided in Article
      12,
      the
      failure of the Sellers or the Purchaser at any time or times to require
      performance of any provision hereof or claim damages with respect thereto shall
      in no manner affect its right at a later time to enforce the same. No waiver
      by
      the Sellers or the Purchaser of any condition or of any breach of any
      representation, warranty, covenant or agreement contained in this Agreement
      shall be effective unless in writing, and no waiver in any one or more instances
      shall be deemed to be a further or continuing waiver of any such condition
      or
      breach in other instances or a waiver of any other condition or breach of any
      other representation, warranty, covenant or agreement.

     

    13.6  Binding
      Effect; Assignment.

     

    (a)  This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective successors and permitted assigns. Subject to paragraph
      (c)
      and
      except as provided below, no assignment of this Agreement or any rights or
      obligations hereunder (and, in the case of the Purchaser, no Proposed Transfer)
      may be made by any party without the prior written consent of the other parties
      (which consent shall not be unreasonably withheld, conditioned or delayed),
      except that (i) prior to the Closing any party hereto may assign all or any
      portion of its rights or obligations hereunder to an Affiliate of such party
      (or, in the case of the Purchaser with respect to its right to purchase the
      Brazilian Inventory only, to Parabor, subject to the satisfaction of the
      conditions set forth in Section
      6.30)
      (but no
      such assignment shall relieve the assigning party of its obligations hereunder),
      and (ii) the Purchaser may collaterally assign its rights and remedies hereunder
      (including its right, title and interest in and to any and all sums due from
      any
      Seller pursuant hereto) to financial institutions that are to provide or are
      providing sources of financing in connection with the acquisition of the Assets
      and/or their collateral or administrative agent(s).

     

    
      
        
        

      

      
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    (b)  If
      the
      Purchaser wishes to effect a Proposed Transfer, it shall deliver to Chemtura
      a
      written request for consent to such Proposed Transfer, which shall include
      the
      identity of the proposed transferee and the principals and management thereof
      and such other information reasonably necessary to allow Chemtura to evaluate
      the request (such as, if known, the individuals who will be operating the
      acquired portion of the Business). Within 10 Business Days after receipt by
      Chemtura of such written request, Chemtura shall notify the Purchaser in writing
      if it elects to withhold its consent to the Proposed Transfer (including
      Chemtura’s reasons therefor in reasonable detail). Chemtura shall be deemed to
      have approved any Proposed Transfer if Chemtura fails to respond to the
      Purchaser’s written request for consent within such 10 Business Day period, and
      shall be deemed to have waived any right to object to such Proposed Transfer
      hereunder. Chemtura acknowledges that the Purchaser may request consent to
      a
      Proposed Transfer prior to the negotiation of a definitive purchase and sale
      agreement with respect to such Proposed Transfer. A “Proposed
      Transfer”
shall
      mean (i) a transfer or assignment (other than a collateral assignment of
      the Purchaser’s rights and remedies hereunder as permitted pursuant to
Section
      13.6(a))
      of all
      or substantially all of the EPDM Business, the Chemical Foaming Agent Business
      or the Monochem Business, or any combination thereof (whether by purchase of
      equity interests, purchase of assets, merger or other form of transaction);
      or
      (ii) the issuance or transfer in one or a series of transactions of any
      ownership interest in the Purchaser (directly or indirectly) that results in
      a
      Person that does not currently own an interest in the Purchaser owning (directly
      or indirectly) 50% or more of the ownership interest in the
      Purchaser.

     

    (c)  Chemtura
      shall be deemed to have acted reasonably in withholding its consent to any
      assignment of this Agreement or any rights or obligations hereunder by the
      Purchaser or to any Proposed Transfer if (i) the proposed assignee or
      transferee (or its principals or employees) has a history of demonstrating
      significant deficiencies in operations or environmental compliance or
      (ii) the assignment of this Agreement or any rights or obligations
      hereunder is requested other than in connection with the sale of all or
      substantially all of the EPDM Business, the Chemical Foaming Agent Business
      or
      the Monochem Business, or any combination of them (whether by purchase of equity
      interests, purchase of assets, merger or other form of transaction). If Chemtura
      reasonably withholds its consent to a Proposed Transfer and the Purchaser
      nevertheless effects such Proposed Transfer, the Sellers’ indemnification
      obligations set forth in Article
      12
      shall
      terminate with respect to any claims not yet asserted by the Purchaser
      Indemnified Parties, and thereafter none of the Purchaser Indemnified Parties
      nor any of the Purchaser’s successors or assigns shall have any further claims
      against the Sellers for indemnifiable Losses pursuant to Article
      12
      (and the
      Purchaser shall have irrevocably waived any such claim).

     

    
      
        
        

      

      
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    (d)  In
      connection with any permitted assignment of this Agreement or any rights or
      obligations hereunder, the applicable assignee shall expressly assume the
      obligations of the assigning party under this Agreement by execution of an
      assignment and assumption agreement in form and substance reasonably
      satisfactory to the non-assigning party. The restrictions on assignment and
      transfer in this Section 13.6
      shall
      continue for each and every subsequent assignment of any entity’s interest in
      this Agreement and any subsequent assignee or transferee of this Agreement
      shall
      notify any potential assignee or transferee of this obligation.

     

    13.7  No
      Third Party Beneficiaries.
      This
      Agreement is solely for the benefit of the parties hereto and, to the extent
      expressly provided herein, their respective Affiliates, and no provision of
      this
      Agreement shall be deemed to confer upon any third party any remedy, claim,
      Liability, reimbursement, cause of action or other right.

     

    13.8  Publicity.
      Each of
      the parties agrees that it shall not disclose publicly the existence or terms
      of
      this Agreement or any of the Related Agreements or the transactions contemplated
      hereby or thereby (or permit any of its Affiliates or representatives to make
      any such public disclosure); provided,
      however,
      that
      (a) a party (or its Affiliate) may, without the prior consent of any other
      party, issue such public disclosure as may be required by applicable Law or
      any
      rule of any securities exchange or market to which the disclosing party is
      subject and (b) the Purchaser shall be permitted to disclose this
      Agreement, to the extent reasonably necessary and under terms of confidentiality
      at least as restrictive as those contained in the Confidentiality Agreement,
      to
      any financial institution or lender or potential equity investor who is
      investigating the provision of financing to or investment in the equity of
      the
      Purchaser. Without limiting the foregoing, each party shall (and shall cause
      its
      Affiliates and representatives to) consult with the others before issuing (or
      before any of its Affiliates issues) any press release or public statement
      with
      respect to this Agreement or any of the Related Agreements or the transactions
      contemplated hereby or thereby, and provide the others the reasonable
      opportunity to review and offer comments upon such release or statement (which
      need not be accepted by the issuing party or its Affiliate or
      representative).

     

    13.9  Further
      Assurances.
      In case
      at any time after the Closing any further action is necessary or desirable
      to
      carry out the purposes of this Agreement, the Sellers and the Purchaser will
      take such further action (including the execution and delivery of such further
      instruments and documents) as any other party reasonably may request, all at
      the
      sole cost and expense of the requesting party (unless the requesting party
      is
      entitled to indemnification therefor under Article 12).

     

    13.10  Severability.
      If any
      provision of this Agreement shall be held invalid, illegal or unenforceable,
      the
      validity, legality or enforceability of the other provisions hereof shall not
      be
      affected thereby, and there shall be deemed substituted for the provision at
      issue a valid, legal and enforceable provision as similar as possible to the
      provision at issue.

     

    
      
        
        

      

      
        94

        
          

        

      

      
        
        

      

    

     

    13.11  Entire
      Understanding.
      This
      Agreement, the Related Agreements, the SAP Letter Agreement and the
      Confidentiality Agreement set forth the entire agreement and understanding
      of
      the parties hereto with respect to the transactions contemplated hereby and
      thereby and supersede any and all prior agreements, arrangements and
      understandings among the parties relating to the subject matter
      hereof.

     

    13.12  Language.
      The
      Sellers and the Purchaser agree that the language used in this Agreement is
      the
      language chosen by the parties to express their mutual intent, and that no
      rule
      of strict construction is to be applied against any Seller or the Purchaser.
      Each of the Sellers and the Purchaser and their respective counsel have reviewed
      and negotiated the terms of this Agreement.

     

    13.13  Applicable
      Law.
      This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      internal laws of the State of New York.

     

    13.14  Remittances.
      All
      remittances, payments, mail and other communications relating to the Assets
      or
      the Assumed Obligations received by any Seller at any time after the Closing
      Date shall be promptly turned over to the Purchaser by such Seller. All
      remittances, payments, mail and other communications relating to the Excluded
      Assets or the Retained Obligations received by the Purchaser at any time after
      the Closing Date shall be promptly turned over to the applicable Seller by
      the
      Purchaser.

     

    13.15  Bulk
      Sales.
      The
      Purchaser hereby waives compliance by the Sellers with the provisions of the
      Laws of any jurisdiction relating to a bulk sale or transfer of assets that
      may
      be applicable to the transfer of the Assets.

     

    13.16  Jurisdiction
      of Disputes; Waiver of Jury Trial.
      Each
      party to this Agreement hereby (a) agrees that any Proceeding in connection
      with
      or relating to this Agreement, any Related Agreement or any matters contemplated
      hereby or thereby, shall be brought by any party solely in a court of competent
      jurisdiction located within the County of New York, in the State of New York,
      whether a state or federal court; (b) agrees that in connection with any such
      Proceeding or action, it will consent and submit to personal jurisdiction in
      any
      such court described in clause
      (a)
      of this
Section 13.16
      and to
      service of process upon it in accordance with the rules and statutes governing
      service of process; (c) agrees to waive to the full extent permitted by Law
      any
      objection that it may now or hereafter have to the venue of any such Proceeding
      in any such court or that any such Proceeding was brought in an inconvenient
      forum; (d) designates, appoints and directs CT Corporation System as its
      authorized agent to receive on its behalf service of any and all process and
      documents in any such litigation, proceeding or action in the County of New
      York, in the State of New York; (e) agrees to notify the other parties to this
      Agreement immediately if such agent shall refuse to act, or be prevented from
      acting, as agent and, in such event, promptly to designate another agent in
      the
      County of New York, in the State of New York to serve in place of such agent
      and
      deliver to the other parties written evidence of such substitute agent’s
      acceptance of such designation; (f) agrees as an alternative method of service
      to service of process in any such litigation, proceeding or action by mailing
      of
      copies thereof to it at its address set forth in Section 13.3;
      (g)
      agrees that any service made as provided herein shall be effective and binding
      service in every respect; and (h) agrees that nothing herein shall affect the
      rights of any party to effect service of process in any other manner permitted
      by Law. EACH PARTY HERETO IRREVOCABLY AND ABSOLUTELY WAIVES THE RIGHT TO A
      TRIAL
      BY JURY IN ANY DISPUTE IN CONNECTION WITH, ARISING UNDER OR RELATING TO THIS
      AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS CONTEMPLATED HEREBY OR THEREBY,
      AND AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH
      WAIVER.

     

    
      
        
        

      

      
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    13.17  Schedules;
      Communication.

     

    (a)  Any
      information disclosed pursuant to any Schedule hereto shall be deemed to be
      disclosed to the Purchaser for all purposes of this Agreement and the Related
      Agreements to the extent the relationship of such matter to such other Schedule
      is reasonably apparent on its face. Neither the specification of any Dollar
      amount or any item or matter in any provision of this Agreement or any Related
      Agreement nor the inclusion of any specific item or matter in any
      Schedule hereto or thereto is intended to imply that such amount, or higher
      or lower amounts, or the item or matter so specified or included, or other
      items
      or matters, are or are not material, and neither the Sellers nor the Purchaser
      shall use the fact of the specification of any such amount or the specification
      or inclusion of any such item or matter in any dispute or controversy between
      the Sellers, on the one hand, and the Purchaser, on the other hand, as to
      whether any item or matter is or is not material for purposes of this Agreement
      or any Related Agreement. Neither the specification of any item or matter in
      any
      provision of this Agreement or any Related Agreement nor the inclusion of any
      specific item or matter in any Schedule hereto or thereto is intended to imply
      that such item or matter, or other items or matters, are or are not in the
      ordinary course of business, and neither the Sellers nor the Purchaser shall
      use
      the fact of the specification or the inclusion of any such item or matter in
      any
      dispute or controversy between the Sellers, on the one hand, and the Purchaser,
      on the other hand, as to whether any item or matter is or is not in the ordinary
      course of business for purposes of this Agreement or any Related
      Agreement.

     

    (b)  From
      the
      date of this Agreement until the Closing Date, the Sellers and the Purchaser
      agree to communicate in good faith regarding the Business and the transactions
      contemplated hereby and to discuss any material events or developments relating
      to the Business or the Assets. Notwithstanding the foregoing, the Purchaser
      agrees that it shall not assert any claim against any Seller for breach of
      this
      provision and that no breach or alleged breach of this provision shall be
      considered in determining whether the condition set forth in of
      Section 7.2
      has been
      satisfied.

     

    
      
        
        

      

      
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    13.18  Disclaimer
      of Warranties.
      The
      Sellers make no representations or warranties with respect to any projections,
      forecasts or forward-looking statements made available to the Purchaser,
      including the 2007 Capex Budget. There is no assurance that any projected or
      forecasted results will be achieved. Except to the extent of the express
      representations and warranties contained in Article
      4,
      the
      Sellers are selling the Assets on an “as is, where is” basis and disclaim all
      other warranties and representations, whether express or implied. The Sellers
      make no representations or warranties as to merchantability or fitness for
      any
      particular purpose and no implied representations or warranties, and disclaim
      all such representations and warranties. The Purchaser understands and
      acknowledges that except for the representations and warranties expressly set
      forth in this Agreement, none of the Sellers or any of their Representatives
      has
      made any representation or warranty, express or implied, as to the accuracy
      or
      completeness of any memoranda, charts, summaries, schedules or other
      information, written or oral, heretofore made available to the Purchaser or
      its
      Representatives by or on behalf of the Sellers (the “Evaluation
      Material”).
      The
      Purchaser agrees that none of the Sellers or their Representatives shall have
      any Liability to the Purchaser or any of its Representatives relating to or
      resulting from the use of the Evaluation Material or any errors therein or
      omissions therefrom, except for any liability resulting from the breach of
      the
      representations, warranties, covenants and agreements set forth in this
      Agreement. The Purchaser also agrees that, except for the representations and
      warranties expressly set forth in this Agreement, neither it nor any of its
      Representatives has relied upon any representations or warranties of any nature
      made by or on behalf of or imputed to any Seller or any of its Representatives,
      and the Purchaser acknowledges that, in entering into this Agreement and the
      Related Agreements, it has relied solely on its own investigation of the Sellers
      and the Business and the representations or warranties expressly set forth
      in
      this Agreement, subject to the limitations and restrictions specified
      herein.

     

    13.19  Counterparts.
      This
      Agreement may be executed in counterparts, each of which shall be deemed an
      original, but all of which together shall constitute one and the same
      instrument.

     

    *
      *
      *

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      and delivered as of the date first above written.

     

    
      	 	
              LION
                COPOLYMER, LLC

              


              By:

              Its:

               

              By:                             

              Name:

              Title:

               

              CHEMTURA
                CORPORATION

               

              By:                                  

              Name:

              Title:

               

              CHEMTURA
                CANADA CO./CIE

               

              By:                                  

              Name:

              Title:

              


              CHEMTURA
                INDUSTRIA QUIMICA DO BRASIL LIMITADA

               

              By:                                  

              Name:

              Title:

               

              By:                                  

              Name:

              Title:

            


    

    

      Signature
        Page to Asset Purchase and Sale Agreement

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	 	
              CHEMTURA
                ITALY S.R.L

               

              By:                                  

              Name:

              Title:

               

              CHEMTURA
                CORPORATION, S.A. DE C.V.

               

              By:                                  

              Name:

              Title:

               

              By:                                  

              Name:

              Title:

              


              CHEMTURA
                NETHERLANDS B.V.

               

              By:                                  

              Name:

              Title:

               

              By:                                  

              Name:

              Title:

               

              MONOCHEM,
                INC.

              


              By:                                  

              Name:

              Title:

            


    

    

      Signature
        Page to Asset Purchase and Sale Agreement

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	 	
              UNIROYAL
                CHEMICAL TAIWAN LTD. 

              


              By:
                                                 

              


              By:
                

              Name:

              Title:

            


    

    

      Signature
        Page to Asset Purchase and Sale Agreement