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 Company’s 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
