RECEIVABLES SALE AGREEMENT

RECEIVABLES SALE AGREEMENT dated as of January 23, 2009 (this “ Agreement ”) among CHEMTURA CORPORATION, a Delaware corporation (“ Chemtura ”), GREAT LAKES CHEMICAL CORPORATION, a Delaware corporation (“ Great Lakes ”), GLCC LAUREL, LLC, a Delaware limited liability company (“ GLCC Laurel ”), BIOLAB, INC., a Delaware corporation (“ Biolab ”), such other wholly owned subsidiaries of Chemtura as approved from time to time by the Buyer and the Agent pursuant to Section 7.01, as sellers (together with Chemtura, Great Lakes, GLCC Laurel and Biolab, the “ Sellers ”, and each a “ Seller ”), CHEMTURA RECEIVABLES LLC, a Delaware limited liability company, as Buyer (the “ Buyer ”), and Chemtura, as the Buyer’s Servicer.

NOW, THEREFORE, in consideration of the premises, the parties hereto agree as follows:

SECTION 1.01   Certain Defined Terms .

“ Agent ” has the meaning specified in Preliminary Statement (3).

“ Buyer’s Servicer ” has the meaning specified in Section 5.01.

“ Buyer’s Servicer Fee ” has the meaning specified in Section 2.05.

“ Collections ” means, with respect to any Seller Receivable, all cash collections and other cash proceeds of such Seller Receivable, including (i) all cash proceeds of the Related Security with respect to such Seller Receivable and (ii) any amounts in respect of such Seller Receivable deemed to have been received, and actually paid, pursuant to Section 2.03(a).

“ Contract ” means an agreement between any Seller and an Obligor, in any written form acceptable to such Seller, or, in the case of any open account agreement, as evidenced by an invoice (x) setting forth the amount payable, the payment due date and other relevant terms of payment and a description, in reasonable detail, of the goods or services covered thereby or (y) otherwise approved by the Agent in its discretion from time to time (which approval shall not be unreasonably withheld), in each case pursuant to or under which such Obligor shall be obligated to pay for goods or services from time to time.

“ Credit and Collection Policy ” means those credit and collection policies and practices in effect on the date hereof relating to Contracts and Seller Receivables and described in Schedule II hereto, as modified from time to time in compliance with Section 4.02(b).

“ Indemnified Amounts ” has the meaning specified in Section 6.01.

“ Indemnified Party ” means any or all of the Buyer, the Agent, the Arranger, each Purchaser and each of their respective Affiliates and successors and assigns, and each of the directors, officers, employees, agents, representatives, attorneys, consultants and advisors of or to any of the foregoing.

“ Material Adverse Change ” means (a) a material adverse change in the business, conditions (financial or otherwise), operations, performance, properties, contingent liabilities, material agreements or prospects of any Seller or the Buyer since December 31, 2007 (other than any material adverse change disclosed by Chemtura to the lenders party to the Senior Credit Agreement in the powerpoint presentation dated December 17, 2008), (b) a material adverse change in the ability of any Seller or the Buyer to perform any of their obligations under the Transaction Documents, (c) material impairment of the collectibility of the Seller Receivables generally or of any material portion of the Seller Receivables or the ability of the Buyer’s Servicer (if the Buyer’s Servicer is Chemtura or an Affiliate of Chemtura) to collect Seller Receivables or (d) a material adverse change in the ability of the Agent or the Purchasers to enforce the Transaction Documents.

“ Material Adverse Effect ” means an effect that results in a Material Adverse Change.

“ Other Taxes ” has the meaning specified in Section 8.04(b).

“ Purchase Price ” has the meaning specified in Section 2.01(d).

“ Receivable Assets ” means, at any time, all Seller Receivables sold or contributed to the Buyer hereunder, the Related Security relating to such Seller Receivables, all Collections with respect to such Seller Receivables, and all proceeds of the foregoing.

(i)    all of the applicable Seller’s right, title and interest in, under and to all security agreements and other Contracts and other agreements that relate to such Seller Receivable;

(ii)    all of the applicable Seller’s interest in the goods (including returned goods), if any, relating to the sale which gave rise to such Seller Receivable;

(iii)    all other security interests or liens and property subject thereto from time to time purporting to secure payment of such Seller Receivable, whether pursuant to the Contract related to such Seller Receivable or otherwise, together with all financing statements signed or authenticated by an Obligor describing any collateral securing such Seller Receivable;

(iv)    all rights in respect of lock-boxes and accounts to which Collections are sent or deposited, and all funds and investments therein;

(v)    all letter of credit rights, guaranties, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Seller Receivables whether pursuant to the Contract related to such Seller Receivable or otherwise;

(vi)    all Records relating to such Seller Receivable (subject, in the case of Records consisting of computer programs, data processing software and other intellectual property under license from third parties, to restrictions imposed by such license on the sublicensing or transfer thereof); and

(vii)    all proceeds of any and all of the foregoing.

(a)     Such Seller (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has the requisite power and authority under its Constituent Documents and applicable law to own its property and assets and to carry on its business as now conducted, except where the failure of a Seller organized outside of the United States to be so duly organized, validly existing or in good standing has not had, or could not reasonably be expected to have, a Material Adverse Effect and (ii) is duly qualified and is in good standing and is authorized to do business in every jurisdiction where such qualification or authorization is required.

(b)    Such Seller has the power and authority under its Constituent Documents and applicable law to execute, deliver and carry out the provisions of the Transaction Documents to which it is a party, including the sale or contribution, as applicable, of the Receivable Assets of such Seller to the Buyer, and all such actions have been duly and validly authorized by all necessary proceedings on its part under its Constituent Documents and applicable law.

(c)    The execution, delivery and performance by such Seller of the Transaction Documents to which it is a party, and the transactions contemplated hereby and thereby, do not (i) violate (x) any provision of its Constituent Documents and/or scope of power and authority or any applicable law, rule, regulation (including Regulation U or X) or order, writ, judgment, injunction, decree, determination or award of any Governmental Authority binding upon it, (ii) result in a breach of or constitute (alone or with notice or lapse of time or both) a material default under any indenture or any material agreement or other instrument to which it is a party, or by which it or any of its properties or assets are bound, or (iii) except for any Liens created by this Agreement and the Receivables Purchase Agreement, result in or require the creation or imposition of any Lien upon any of its properties or assets.

(d)    This Agreement is, and the other Transaction Documents to which such Seller is or will be a party when delivered will be, the legal, valid and binding obligations of such Seller enforceable against such Seller in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application from time to time affecting the rights of creditors generally and by general principles of equity, including implied obligations of good faith and fair dealing.

(e)    No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is or will be required in connection with the due execution, delivery and performance by such Seller of any Transaction Document to which it is a party or any transaction contemplated hereby or thereby or the perfection of or exercise by the Buyer, the Agent or any Purchaser of its rights and remedies under the Transaction Documents, except for the filings of the financing statements referred to in Article III of the Receivables Purchase Agreement and except for any which have been made or any the failure to obtain, give, file or take could not reasonably be expected to result in a Material Adverse Effect.

(f)    There is no action, suit, investigation, litigation or proceeding at law or in equity or by or before any Governmental Authority now pending or, to its knowledge, threatened against or affecting such Seller or any of its Subsidiaries or the businesses, assets or rights of such Seller or any of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and which, if adversely determined, could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect or (ii) that in any manner draws into question the validity or enforceability of any Transaction Document.

(g)    (i)    Immediately prior to each sale, transfer and/or assignment by such Seller of any Receivable Assets hereunder, such Seller is the legal and beneficial owner of such Receivable Assets, free and clear of any Lien (other than Permitted Liens).

(ii)   Upon each sale, transfer and/or assignment by such Seller of each Receivable Asset hereunder, the Buyer shall have a valid and perfected first priority undivided 100% ownership interest or security interest in such Receivable Asset free and clear of any Lien except for Permitted Liens.

(h)    No proceeds of any sale, transfer and/or assignment by such Seller of any Seller Receivable hereunder will be used to acquire any capital stock in any transaction which is subject to Sections 13 and 14 of the Securities Exchange Act of 1934 unless such transaction shall have been approved by the board of directors (or comparable governing body) of the issuer of such capital stock.

(i)    No part of the proceeds of any sale, transfer and/or assignment by such Seller of any Receivable Asset hereunder will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose which entails a violation of the provisions of the Regulations of the Board, including, without limitation, Regulation U or X thereof.

(j)    No report or document or other information furnished or to be furnished at any time by or on behalf of such Seller to the Buyer or to the Agent or any Purchaser in connection with any Transaction Document, when taken together with all other reports, documents and information then or theretofore so furnished by or on behalf of such Seller, contained, or will contain, as of the date so furnished, any untrue statement of a material fact or omitted to state, or will omit to state, as of the date so furnished, a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading.

(k)    The jurisdiction of incorporation, organizational identification number (if any), and the address(es) of the principal place of business and chief executive office of such Seller and the office where such Seller keeps its Records concerning the Receivable Assets, are as set forth in Schedule III hereto (or, by notice to the Buyer and the Agent in accordance with Section 4.01(d), at such other locations in jurisdictions, within the United States, where all requested actions required by Section 5.04(a) have been taken and completed).

(l)    Except as set forth on Schedule IV hereto, such Seller has not changed its name since December 31, 2007, and has no trade names, fictitious names, assumed names or “doing business as” names.

(m)    The Purchase Price payable to such Seller on the date of each purchase of Receivable Assets hereunder, in each case constitutes fair consideration and approximates fair market value for such Receivable Assets, and the terms and conditions (including the Purchase Price therefor, and the terms of the Subordinated Note, if applicable) of the sale, transfer and assignment of such Receivable Assets pursuant to Sections 2.01 and 2.02 reasonably approximate an arm’s-length transaction between unaffiliated parties.  No such sale, transfer or assignment has been made for or on account of an antecedent debt owed by such Seller to the Buyer and no such sale, transfer or assignment, at the time such sale, transfer or assignment is made, is or may be voidable or subject to avoidance under any section of the Bankruptcy Code.

(n)    Such Seller and its Subsidiaries has filed, or caused to be filed or be included in, all tax reports and returns (federal, state, local and foreign), if any, required to be filed by it and paid, or caused to be paid, all amounts of taxes, including interest and penalties, required to be paid by it, except for such taxes (i) as are being contested in good faith by proper proceedings and (ii) against which adequate reserves shall have been established in accordance with and to the extent required by GAAP, but only so long as the proceedings referred to in clause (i) above would not subject the Agent or any other Indemnified Party to any civil or criminal penalty or liability or involve any material risk of the loss, sale or forfeiture of any property, rights or interests covered hereunder or under any other Transactions Document.

(o)    (i)      The audited consolidated balance sheet of Chemtura and its Subsidiaries as of December 31, 2007 and the related consolidated statements of income and of cash flows for the fiscal year then ended, reported on by KPMG LLP, and set forth in Chemtura’s 2007 annual report on Form 10-K filed with the SEC, fairly present, in all material respects and in conformity with GAAP, the consolidated financial position of Chemtura and its Subsidiaries as of such date and their consolidated results of operations and cash flows for such fiscal year.

(ii)     The unaudited consolidated balance sheets of Chemtura and its Subsidiaries for each of the fiscal quarters ending March 31, 2008, June 30, 2008 and September 30, 2008 and the related unaudited consolidated statements of income and of cash flows for each such fiscal quarter, fairly present, in conformity with GAAP applied on a basis consistent with the financial statements referred to in clause (i) above, the consolidated financial position of Chemtura and its Subsidiaries as of such date and their consolidated results of operations and cash flows for such fiscal quarters.

(iii)    The business plan provided to the Agent pursuant to Section 3.01(d)(iii) of the Receivables Purchase Agreement was prepared in good faith on the basis of the assumptions described therein, which assumptions were believed by Chemtura in good faith to be reasonable in light of the then current and foreseeable business conditions of Chemtura and its Subsidiaries existing at the time of preparation thereof, and Chemtura has no knowledge of any event or circumstance that would cause it to change any such assumptions in any material respect as of the date hereof, it being understood that actual results may vary from the projected results set forth therein.

(iv)    Each financial statement delivered pursuant to Section 4.01(i)(i), (ii) or (iii) will, at the time it is delivered, present fairly, in all material respects, the financial position, results of operations or cash flows, as the case may be, of Chemtura and its Subsidiaries as of the date or for the period to which it relates in accordance with GAAP, subject in the case of monthly and quarterly statements to year-end audit adjustments.

(p)    (i)      No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan that has resulted in or is reasonably expected to result in a liability of such Seller or any ERISA Affiliate of such Seller that in the aggregate could reasonably be expected to have a Material Adverse Effect.

(ii)     No Seller and no ERISA Affiliate of any Seller has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan that in the aggregate could reasonably be expected to have a Material Adverse Effect.

(iii)    No Seller and no ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA.

(q)    Since August 1, 2008, such Seller has complied with the Credit and Collection Policy in all material respects and since the date of this Agreement there has been no change in the Credit and Collection Policy except as permitted hereunder.  Such Seller has not extended or modified the terms of any Seller Receivable or the Contract under which any such Seller Receivable arose, except in accordance with the Credit and Collection Policy.

(r)    Since December 31, 2007, there has been no Material Adverse Change.

(s)    Both before and after giving effect to (i) each sale of Receivable Assets hereunder and (ii) the consummation of the transactions contemplated by the Transaction Documents, such Seller is Solvent.

(t)    Neither such Seller nor any of its Subsidiaries is in violation of any law, or in default with respect to any judgment, writ, injunction, decree, rule or regulation of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect.  Neither such Seller nor any of its Subsidiaries is in default under any provision of any indenture or other agreement or instrument evidencing Indebtedness, or any other material agreement or instrument to which it is a party or by which it or any of its properties or assets are or may be bound, where such default could reasonably be expected to result in a Material Adverse Effect.

(u)    No Event of Termination or Potential Event of Termination has occurred and is continuing.

(v)    Neither such Seller nor any of its Subsidiaries is an “investment company” as defined in, or is otherwise subject to regulation under, the Investment Company Act of 1940.  Neither such Seller nor any of its Subsidiaries is subject to regulation as a “holding company” under the Public Utility Holding Company Act of 1935.

SECTION 4.01   Affirmative Covenants of Each Seller .