AMENDMENT NO. 2 TO FOURTH AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT

Exhibit 10.90

AMENDMENT NO. 2 TO FOURTH AMENDED AND RESTATED
RECEIVABLES SALE AGREEMENT

THIS AMENDMENT NO. 2, dated as of June 28, 2007 (the “Amendment”) is to the FOURTH AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT, dated as of September 28, 2006 (as amended, modified and supplemented from time to time in accordance with its terms, the “Agreement”), each by and among Crompton & Xxxxxxx Receivables Corporation, a Delaware corporation, as Seller (the “Seller”), Chemtura Corporation (f/k/a Crompton Corporation), a Delaware corporation, as the initial Collection Agent (the “Initial Collection Agent”), and, together with any successor thereto, the “Collection Agent”), ABN AMRO Bank N.V., as agent for the Purchaser Group to which Amsterdam is a party and the Purchasers (the “Agent”), Calyon New York Branch (“Calyon”), as the Purchaser Agent for the Purchaser Group to which Atlantic is a party, Wachovia Bank, National Association (“Wachovia”), as Letter of Credit issuer (in such capacity, the “LC Issuer”) and as Purchaser Agent for the Purchaser Group to which VFCC is a party, the related bank purchasers party to the Agreement (the “Related Bank Purchasers”), Amsterdam Funding Corporation (“Amsterdam”), as a Conduit Purchaser, Atlantic Asset Securitization LLC (“Atlantic”), as a Conduit Purchaser, Variable Funding Capital Company, LLC (“VFCC”), as a Conduit Purchaser.

W I T N E S S E T H:

WHEREAS, the parties hereto have previously entered into and are currently party to the Agreement;

WHEREAS, the Buyer and the other parties to the Purchase Agreement desire to amend the Purchase Agreement in certain respects to exclude certain Receivables generated by the Originators;

WHEREAS, the parties hereto desire to amend the Agreement in certain respects as set forth herein;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

SECTION 1.  Defined Terms. Unless otherwise amended by the terms of this Agreement, terms used in this Amendment shall have the meanings assigned in the Agreement, or if not defined therein, in the Purchase Agreement.

SECTION 2.  Amendments to Agreement.

(a) From and after the date hereof, Section 1.1(a) of the Agreement shall be amended by inserting “owned by the Seller” at the end of the first sentence of such Section, and by adding at the end of such Section:

“For the avoidance of doubt, the Purchasers shall not at any time on or after June 22, 2007 acquire any interest in any Excluded Assets, and all calculations hereunder made at any time on or after June 22, 2007 shall be made without including any Excluded Assets.

SECTION 3.  Repurchase; Release of Lien. (a) On June 28, 2007, Buyer shall repurchase from the Purchasers the undivided ownership held by the Purchaser in any Excluded Assets owned by the Buyer on June 22, 2007, which Excluded Assets are set forth on Schedule 1 hereto and shall pay to the Purchasers on such date in immediately available funds a purchase price (the “Purchase Price”) in an amount equal to the sum of the then Unpaid Balance of each Receivable that is an Excluded Asset, which amount is $19,164,638.95. All amounts paid by the Buyer to the Purchasers pursuant to this Section 3 shall be deemed to be Collections under the Transaction Documents.

(b) Upon receipt by the Purchasers of the Purchase Price in immediately available funds, the Purchasers will release, without the need for further action, its lien and security interest in and to the Excluded Assets. The Purchasers will thereafter execute, at the expense of the Buyer, release documents that, when delivered and registered in the appropriate public offices, will evidence the release of the Excluded Assets from the lien created pursuant to the terms of the Agreement.

SECTION 4.  Effectiveness of Agreement. Except as expressly amended by the terms of this Amendment, all terms and conditions of the Agreement, as amended, shall remain in full force and effect.

SECTION 5.  Execution in Counterparts, Effectiveness. This Amendment may be executed by the parties hereto in several counterparts, each of which shall be executed by the parties hereto and be deemed an original and all of which shall constitute together but one and the same agreement.

SECTION 6.  Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO CONFLICT OF LAW PRINCIPLES, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

[Signatures Follow]

2

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the day and year first above written.

CROMPTON & XXXXXXX RECEIVABLES
CORPORATION, as Seller CHEMTURA CORPORATION (F/K/A CROMPTON
CORPORATION), as Initial Collection Agent

By:

/s/ [ILLEGIBLE]

By:

/s/ [ILLEGIBLE]

Title:

Vice President and Secretary

Title:

Vice President and Secretary

Address:

000 Xxxxxx Xxxx Xxxxxxxxxx, Xxxxxxxxxxx

Address:

000 Xxxxxx Xxxx Xxxxxxxxxx, Xxxxxxxxxxx 00000

06749

Attention:

Xxxxx Xxxxxxxx

Attention:

Xxxxx Xxxxxxxx

Telephone:

000-000-0000

Telephone:

000-000-0000

Telecopy:

000-000-0000

Telecopy:

000-000-0000

Notices sent to:		Notices sent to:
000 Xxxxxx Xxxx		000 Xxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxxxxx 00000		Xxxxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxxx X’Xxxxxx		Attention: Xxxxxx X’Xxxxxx
With a copy to:		With a copy to:
CHEMTURA CORPORATION		CHEMTURA CORPORATION
000 Xxxxxx Xxxx		000 Xxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxxxxx 00000		Xxxxxxxxxx, Xxxxxxxxxxx 00000
Attention: Treasurer		Attention: Treasurer

AMENDMENT 2 TO 4TH A&R RECEIVABLES SALE AGREEMENT

ABN AMRO BANK N.V., as the Agent ABN AMRO BANK N.V., as the Related Bank
Purchaser for Amsterdam and as the Amsterdam
Purchaser Agent

By:	/s/ [ILLEGIBLE]
Title:		SVP
					By:	/s/ [ILLEGIBLE]
					Title:		SVP
By:	/s/ [ILLEGIBLE]
Title:		VP
Address:			Structured Finance,		By:	/s/ [ILLEGIBLE]
			Asset Securitization		Title:		VP
			000 Xxxx Xxxxxxx Xxxxxx,		Address:			Structured Finance,
			27th Floor					Asset Securitization
			Xxxxxxx, Xxxxxxxx 00000					000 Xxxx Xxxxxxx Xxxxxx
			Attention: Purchaser Agent					27th Floor
			Telephone: (000) 000-0000					Xxxxxxx, Xxxxxxxx 00000
			Telecopy: (000) 000-0000					Attention: Administrator– Amsterdam
								Telephone: (000) 000-0000
								Telecopy: (000) 000-0000

AMENDMENT 2 TO 4TH A&R RECEIVABLES SALE AGREEMENT

AMSTERDAM FUNDING CORPORATION

		By:	/s/ [ILLEGIBLE]
		Title:		Vice President
		Address:			c/o Global Securitization
		Services, LLC
		000 Xxxxx Xxxxxx Xxxx
		Xxxxx 000
		Xxxxxxxx, XX 00000
		Attention: Xxxxxxx X. Xxxxxx
		Telephone: (000) 000-0000
		Telecopy: (000) 000-0000

AMENDMENT 2 TO 4TH A&R RECEIVABLES SALE AGREEMENT

WACHOVIA BANK, NATIONAL ASSOCIATION, as
the LC Issuer, the Related Bank Purchaser
for VFCC and as the VFCC Purchaser
Agent

		By:	/s/ [ILLEGIBLE]
		Title:		VICE PRESIDENT
		Address:				000 00xx Xxxxxx XX, 0xx Xxxxx
		Xxxxxxx, XX 00000
		Attention: Xxxxxxx Xxxxxx
		Telephone: (000) 000-0000
		Telecopy: (000) 000-0000
		With a copy (in the case of any matter relating to a Letter of Credit) to:
		Wachovia Bank, National Association
		000 Xxxxx Xxxxxxx Xxxxxx
		6th Floor, Mail Code NC 0601
		Xxxxxxxxx, XX 00000
		Attention: Xxxxxx XxXxxxxx, Conduit Operations
		Fax:			(000) 000-0000

AMENDMENT 2 TO 4TH A&R RECEIVABLES SALE AGREEMENT

VARIABLE FUNDING CAPITAL COMPANY,
LLC

		BY:	WACHOVIA CAPITAL MARKETS, LLC, as Attorney-in-Fact
		By:		/s/ Xxxxxxx X. Xxxxxx, Xx.
				Xxxxxxx X. Xxxxxx, Xx.
		Title:			Director
		Address:				Variable Funding Capital
		Company
		c/o Wachovia Bank, National Association
		000 X. Xxxxxxx Xx.
		XXX TRW 10 NC 0610
		Xxxxxxxxx, XX 00000-0000
		Attention: Xxxxxxx X. Xxxxxx Xx.
		Telephone: (000) 000-0000
		Telecopy: (000) 000-0000

AMENDMENT 2 TO 4TH A&R RECEIVABLES SALE AGREEMENT

CALYON NEW YORK BRANCH, as the Related
Bank Purchaser for Atlantic and as the
Atlantic Purchaser Agent

		By:	/s/ Xxx Xxxxxx
			XXX XXXXXX
		Title:				MANAGING DIRECTOR
		By:	/s/ Kostantina Kourmpetis
			Kostantina Kourmpetis
		Title:		Managing Director
		Address:					0000 Xxxxxx xx xxx Xxxxxxxx
		Xxx Xxxx, XX 00000-0000
		Attn: Xxx Xxxxxx
		Telephone: (000) 000-0000
		Telecopy: (000) 000-0000
		ATLANTIC ASSET SECURITIZATION LLC
		By:	/s/ Xxx Xxxxxx
			XXX XXXXXX
		Title:			MANAGING DIRECTOR
		By:	/s/ Kostantina Kourmpetis
			Kostantina Kourmpetis
		Title:		Managing Director
		Address:					0000 Xxxxxx xx xxx Xxxxxxxx
		Xxx Xxxx, XX 00000-0000
		Attn: Xxxx Xxxxxxxxxx
		Telephone: (000) 000-0000
		Telecopy: (000) 000-0000

AMENDMENT 2 TO 4TH A&R RECEIVABLES SALE AGREEMENT

SCHEDULE 1

LIST OF EXCLUDED ASSETS TO BE REPURCHASED

AMENDMENT 2 TO 4TH A&R RECEIVABLES SALE AGREEMENT