SUPPLEMENTAL INDENTURE
EXHIBIT 10.61
Supplemental Indenture
dated February 11, 2009
SUPPLEMENTAL INDENTURE
This Supplemental Indenture (the Supplemental Indenture), dated as of February 11, 2009, among GLCC LAUREL, LLC, BIOLAB COMPANY STORE, LLC and BIOLAB FRANCHISE COMPANY, LLC (each a Guaranteeing Subsidiary and, together, the Guaranteeing Subsidiaries), each an indirect subsidiary of Chemtura Corporation (or its permitted successor), a Delaware corporation (the Company), the Company, the other Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, N.A., as trustee under the Indenture referred to below (the Trustee).
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of April 24, 2006, (the Indenture), providing for the issuance of 6.875% Notes due 2016 (the Securities);
WHEREAS, the Indenture provides that under certain circumstances each Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which each Guaranteeing Subsidiary shall unconditionally guarantee all of the Companys obligations under the Securities and the Indenture on the terms and conditions set forth herein and therein; and
WHEREAS, pursuant to Section 901 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. AGREEMENT TO GUARANTEE. Each Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Indenture, including but not limited to Article 15 thereof.
3. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
4. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
5. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
6. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by each Guaranteeing Subsidiary and the Company.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.
| GLCC LAUREL, LLC | |
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| By: | /s/ Billie S. Flaherty |
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| Name: Billie S. Flaherty |
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| Title: Vice President |
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| BIOLAB COMPANY STORE, LLC | |
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| By: | /s/ James R. Sanislow |
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| Name: James R. Sanislow |
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| Title: Secretary |
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| BIOLAB FRANCHISE COMPANY, LLC | |
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| By: | /s/ James R. Sanislow |
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| Name: James R. Sanislow |
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| Title: Secretary |
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| CHEMTURA CORPORATION | |
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| By: | /s/ James R. Sanislow |
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| Name: James R. Sanislow |
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| Title: Assistant Secretary |
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| A & M CLEANING PRODUCTS, LLC | |
| AQUA CLEAR INDUSTRIES, LLC | |
| ASCK, INC. | |
| ASEPSIS, INC. | |
| BIOLAB TEXTILE ADDITIVES, LLC | |
| BIO-LAB, INC. | |
| CNK CHEMICAL REALTY CORPORATION | |
| CROMPTON COLORS INCORPORATED | |
| CROMPTON HOLDING CORPORATION | |
| CROMPTON MONOCHEM, INC. | |
| GREAT LAKES CHEMICAL CORPORATION | |
| GREAT LAKES CHEMICAL GLOBAL, INC. | |
| GT SEED TREATMENT, INC. | |
| HOMECARE LABS, INC. | |
| ISCI, INC. | |
| KEM MANUFACTURING CORPORATION | |
| MONOCHEM, INC. | |
| NAUGATUCK TREATMENT COMPANY | |
| RECREATIONAL WATER PRODUCTS, INC. | |
| UNIROYAL CHEMICAL COMPANY LIMITED (DELAWARE) | |
| WEBER CITY ROAD LLC | |
| WRL OF INDIANA, INC. | |
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| By: | /s/ James R. Sanislow |
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| Name: James R. Sanislow |
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| Title: Secretary |
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| WELLS FARGO BANK, N.A., | |
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| as Trustee |
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| By: | /s/ Lynn M. Steiner |
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| Authorized Signatory |
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