Amendment
Dated as of April 28, 2005
to
Second Amended and Restated
Receivables Sale Agreement
Dated as of August 16, 2004
This
Amendment (the "Amendment" ), dated as of April 28,
2005, is entered into among Crompton & Knowles Receivables
Corporation (the "Seller" ), Crompton Corporation (the
"Initial Collection Agent" ), Amsterdam Funding Corporation,
a Delaware corporation ( "Amsterdam" ), ABN AMRO Bank N.V.,
as a liquidity provider to Amsterdam (the "Liquidity
Provider" ) and ABN AMRO Bank N.V., as agent for Amsterdam and
the Liquidity Provider (the "Agent" ).
Reference
is hereby made to that certain Second Amended and Restated
Receivables Sale Agreement, dated as of August 16, 2004 (as
amended, supplemented or otherwise modified through the date
hereof, the "Sale Agreement" ), among the Seller, the
Initial Collection Agent, Amsterdam, the Liquidity Provider and the
Agent. Terms used herein and not otherwise defined herein which are
defined in the Sale Agreement or the other Transaction Documents
(as defined in the Sale Agreement) shall have the same meaning
herein as defined therein.
For
good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the parties hereto hereby agree as
follows:
Section 1 .
Upon execution by the parties hereto in the space provided for that
purpose below, the Sale Agreement shall be, and it hereby is,
amended as follows:
(a)
The defined term "Concentration Limit" appearing in
Schedule I of the Sale Agreement is hereby amended in its
entirety and as so amended shall read as follows
"Concentration Limit" means with respect to any Obligor (other than
an Obligor on Foreign Receivables described in subclause (II)
of clause (i) of the definition of Eligible Receivables) (i)
with senior unsecured long-term indebtedness rated A (or higher) by
S&P and A2 (or higher) by Moody's, an amount not to exceed 6.0%
of the Eligible Receivables Balance, (ii) with senior unsecured
long-term indebtedness rated at least BBB- but lower than A by
S&P and at least Baa3 but lower than A2 by Moody's, an amount
not to exceed 4.0% of the Eligible Receivables Balance and (iii)
with respect to all other Obligors, an amount not to exceed 2.0% of
the Eligible Receivables Balance.
(b)
The defined term "Defaulted Receivable" appearing in
Schedule I of the Sale Agreement is hereby amended in its
entirety and as so amended shall read as follows:
"Defaulted Receivable" means any Receivable (a) on which any
amount is unpaid more than 90 days past its original due date, or
(b) the Obligor on which has suffered a Bankruptcy
Event.
(c)
The defined term "Delinquent Receivable" appearing in
Schedule I of the Sale Agreement is hereby amended in its
entirety and as so amended shall read as follows:
"Delinquent Receivable" means any Receivable (other than a
Char
