CHEMTURA CORPORATION,
THE GUARANTORS NAMED HEREIN
and
U.S. BANK NATIONAL ASSOCIATION,
AS TRUSTEE
SUPPLEMENTAL INDENTURE NO. 1
Dated as of November 10, 2010
to
INDENTURE
Dated as of August 27, 2010
between
CHEMTURA CORPORATION,
and
U.S. BANK NATIONAL ASSOCIATION,
AS TRUSTEE
$455,000,000
7.875% Senior Notes due 2018
SUPPLEMENTAL INDENTURE NO. 1, dated as of November 10, 2010, among Chemtura Corporation, a Delaware Corporation (the “Company”), the subsidiaries of the Company named on the signature pages hereto (the “Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”) under the hereafter defined Indenture.
WHEREAS the Company heretofore executed and delivered to the Trustee an Indenture dated as of August 27, 2010 (the “Indenture”), providing for the issuance of up to $455,000,000 aggregate principal amount of the Company’s 7.875% Senior Notes due 2018 (the “Notes”); and
WHEREAS, pursuant to the terms of the Escrow Agreement, the Escrow Proceeds have been deposited into the escrow account pending satisfaction of the release conditions set forth in such Escrow Agreement; and
WHEREAS, the execution and delivery of this Supplemental Indenture has been duly and validly authorized by the Company and each of the Guarantors; and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture; and
WHEREAS, all the conditions and requirements necessary to make this Supplemental Indenture a valid, binding and legal instrument in accordance with its terms have been performed and fulfilled by the parties hereto and the execution and delivery thereof have been in all respects duly authorized by the parties hereto.
NOW, THEREFORE, in consideration of the above premises, each party agrees, for the benefit of the others and for the equal and ratable benefit of the Holders of the Notes, as follows:
ARTICLE ONE
REAFFIRMATION AND ACCESSION
SECTION 1.01. Reaffirmation. The Company hereby expressly and unconditionally reaffirms each and every covenant, agreement and undertaking of such party in the Indenture.
SECTION 1.02. Guarantees and Accession of Guarantees. Each Guarantor hereby fully and unconditionally guarantees, on a senior, joint and several basis, the Obligations to the extent provided in, and subject to the limitations set forth in, Article Ten of the Indenture, and further expressly and unconditionally agrees to be bound by each and every other covenant, agreement and undertaking of such Guarantor in the Indenture.
ARTICLE TWO
MISCELLANEOUS PROVISIONS
SECTION 2.01. Terms Defined. For all purposes of this Supplemental Indenture, except as otherwise defined or unless the context otherwise requires, terms used in capitalized form in this Supplemental Indenture and defined in the Indenture have the meanings specified in the Indenture.
SECTION 2.02. Indenture. Except as amended hereby, the Indenture and the Notes are in all respects ratified and confirmed and all the terms shall remain in full force and effect.
SECTION 2.03. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 2.04. Successors. All agreements of the Company in this Supplemental Indenture and the Notes shall bind their respective successors.
SECTION 2.05.Multiple Counterparts. This Supplemental Indenture may be signed in any number of counterparts each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Supplemental Indenture.
SECTION 2.06.Effectiveness. The provisions of this Supplemental Indenture will take effect immediately upon its execution and delivery by the Trustee in accordance with the provisions of the Indenture.
SECTION 2.07. Trustee Disclaimer. The Trustee accepts the amendment of the Indenture effected by this Supplemental Indenture and agrees to execute the trust created by the Indenture as hereby amended, but only upon the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee, which terms and provisions shall in like manner define and limit its liabilities and responsibilities in the performance of the trust created by the Indenture as hereby amended, and without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Company and the Guarantors, or for or with respect to (i) the validity or sufficiency of this Supplemental Indenture or any of the terms or provisions hereof, (ii) the proper authorization hereof by the Company and each Guarantor by corporate action or otherwise, (iii) the due execution hereof by the Company and each Guarantor and (iv) the consequences (direct or indirect and whether deliberate or inadvertent) of any amendment herein provided for, and the Trustee makes no representation with respect to any such matters.
SECTION 2.08. Jurisdiction. The Company and each Guarantor agree that any legal suit, action or proceeding arising out of or based upon this Supplemental Indenture, the Note Guarantee or the Notes or the transactions contemplated hereby or thereby may be instituted in the federal courts of the United States of America located in The City of New York or the courts of the State of New York in each case located in The City of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties (to the fullest extent permitted by applicable law) irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that such suit, action or proceeding has been brought in an inconvenient forum.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture No. 1 to be duly executed as of the date first written above.
| | CHEMTURA CORPORATION | |
| | | | |
| By: | /s/ Stephen C. Forsyth | |
| | | Name: Stephen C. Forsyth | |
| | | Title: Executive Vice President and | |
| | | Chief Financial Officer | |
| | | | |
| | BIOLAB FRANCHISE COMPANY, LLC | |
| | BIO-LAB, INC. | |
| | CROMPTON COLORS INCORPORATED | |
| | CROMPTON HOLDING CORPORATION | |
| | GLCC LAUREL, LLC | |
| | GREAT LAKES CHEMICAL CORPORATION | |
| | GREAT LAKES CHEMICAL GLOBAL, INC. | |
| | GT SEED TREATMENT, INC. | |
| | HOMECARE LABS, INC. | |
| | LAUREL INDUSTRIES HOLDINGS, INC. | |
| | RECREATIONAL WATER PRODUCTS, INC. | |
| | WEBER CITY ROAD LLC | |
| | | | |
| | | | |
| | By: | /s/ Robert J. Cicero | |
| | | Name: Robert J. Cicero | |
| | | Title: Secretary | |
| | TRUSTEE | |
| | | |
| | U.S. BANK NATIONAL ASSOCIATION, | |
| | as Trustee, | |
| | | | |
| By: | /s/ Raymond S. Haverstock | |
| | | Name: Raymond S. Haverstock | |
| | | Title: Vice President | |
