EXHIBIT 10.263
Third Amendment
Dated as of February 1, 2001
to
Receivables Sale Agreement
Dated as of December 11, 1998
This Amendment (the "Amendment"), dated as of February 1, 2001, is
entered into among Crompton & Knowles Receivables Corporation (the "Seller"),
Crompton Corporation (as successor by merger with Crompton & Knowles
Corporation) (the "Initial Collection Agent"), Windmill Funding Corporation, a
Delaware corporation ("Windmill"), ABN AMRO Bank N.V., as Windmill's program
letter of credit provider (the "Enhancer"), the Liquidity Provider listed on
the signature page hereof (the "Liquidity Provider") and ABN AMRO Bank N.V.,
as agent for Windmill, the Enhancer and the Liquidity Provider (the "Agent").
Reference is hereby made to that certain Receivables Sale Agreement,
dated as of December 11, 1998 (as amended, supplemented or otherwise modified
through the date hereof, the "Sale Agreement"), among the Seller, the Initial
Collection Agent, Windmill, the Enhancer, 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. Subject to the following terms and conditions, including
without limitation the conditions precedent set forth in Section 2, 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 "Originators" appearing in Schedule I to
the Sale Agreement is amended in its entirety to be and to read as follows:
"Originators" means each of Uniroyal Chemical Company, Inc.,
Davis Standard Corporation, Paratec Elastomers LLC and Crompton Corporation
and Crompton & Knowles Colors, Incorporated.
(b) Exhibit E to the Sale Agreement is hereby amended in its
entirety to be and to read as Exhibit E attached hereto.
(c) Exhibit G to the Sale Agreement is hereby amended in its
entirety to be and to read as Exhibit G attached hereto.
Section 2. Section 1 of this Agreement shall become effective only once
the Agent has received, in form and substance satisfactory to the Agent, all
documents and certificates as the Agent may reasonably request and all other
matters incident to the execution hereof are satisfactory to the Agent.
Section 3. The Sale Agreement, as amended and supplemented hereby or as
contemplated herein, and all rights and powers created thereby and thereunder
or under the other Transaction Documents and all other documents executed in
connection therewith, are in all respects ratified and confirmed. From and
after the date hereof, the Sale Agreement shall be amended and supplemented as
herein provided, and, except as so amended and supplemented, the Sale
Agreement, each of the other Transaction Documents and all other documents
executed in connection therewith shall remain in full force and effect. By
executing this Amendment, Crompton Corporation confirms that it is the
"Guarantor" under the Limited Guaranty and that the Limited Guaranty and
Crompton Corporation's obligations thereunder remain in full force and effect.
Section 4. This Amendment may be executed in two or more counterparts,
each of which shall constitute an original but both or all of which, when
taken together, shall constitute but one instrument.
Section 5. This Amendment shall be governed and construed in accordance
with the internal laws of the State of New York.
In Witness Whereof, the parties have caused this Amendment to be executed
and delivered by their duly authorized officers as of the date first above
written.
ABN AMRO Bank N.V., as the Agent, as the
Liquidity Provider and as the Enhancer
By:
Title:
By:
Title:
Windmill Funding Corporation
By:
Title:
Crompton & Knowles Receivables Corporation
By:
Title:
Crompton Corporation (as successor by merger with
Crompton & Knowles Corporation)
By:
Title:
Exhibit E
Addresses and Names of Seller and Originators
1. Locations. (a) The chief executive office of the Seller and each
Originator are located at the following address:
Crompton & Knowles Receivables Corporation
Benson Road
Middlebury, Connecticut 06749
Uniroyal Chemical Company, Inc.
Benson Road
Middlebury, Connecticut 06749
Crompton Corporation
One American Lane
Greenwich, Connecticut 06831-2559
Davis Standard Corporation
1 Extrusion Drive
Pawcatuck, Connecticut 06379
Paratec Elastomers LLC
Benson Road
Middlebury, Connecticut 06749
Crompton & Knowles Colors, Incorporated
500 Pear Street
Reading, Pennsylvania 19603
No such address was different at any time since December 31, 1997
(b) The following are all the locations where the Seller and each
Originator directly or through its agents maintain any Records:
One American Lane
Greenwich, Connecticut 06831-2559
World Headquarters
Benson Road
Middlebury, Connecticut 06749
2. Names. The following is a list of all names (including trade names or
similar appellations) used by the Seller and each Originator or any of its
divisions or other business units:
None.
Exhibit G
Lock Boxes and Lock-Box Banks
Bank Lock-Box Number Collection Account
Citibank 8429 and 2049 4049-8376
Fleet Bank 30586 058-8001
Mellon Bank, N.A. 360-313 014-3626
010-642 005-3575
Citibank Delaware 7302 30444171
First Union 8500 (Philadelphia, PA) 200081-2645033
601247 (Charlotte, NC)