Amendment Number 6 to Receivables Purchase
Agreement
This
Amendment Number 6, dated as of April 28, 2005 (as amended,
restated or otherwise modified from time to time, the
"Amendment" ) to the Receivables Purchase Agreement, dated
as of December 11, 1998 (the "Agreement" ), is between and
among Crompton Corporation (as successor by merger to Crompton
& Knowles Corporation), as the Initial Collection Agent, Davis
Standard Corporation, Crompton Corporation, and Crompton
Manufacturing Company, Inc. (as successor-by-merger to Crompton
Sales Company, Inc.) (each a "Seller" and collectively, the
"Sellers" ), Crompton & Knowles Receivables Corporation,
a Delaware corporation ( "Buyer" ) and ABN AMRO Bank N.V.
(the "Agent" ).
W i t n e s s e t h :
Whereas,
the Sellers and the Buyer have previously entered into and are
currently party to the Agreement;
Whereas,
the parties hereto desire to terminate Davis Standard Corporation (
"Davis" ) as a Seller under the Agreement.
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.
Section 2.
Amendments to Agreement.
(a)
On
the date hereof, Buyer has agreed to reconvey all of its right,
title and interest in and to all Receivables originated by Davis.
As contemplated by Section 8.1 of the Agreement, each of the
parties hereto agrees that effective as of the date hereof, (i)
Davis shall no longer sell, transfer, assign, set over or otherwise
convey, and shall have no further obligation to sell, transfer,
assign, set over or otherwise convey, to Buyer any Receivables and
other Related Purchased Ass
