EXHIBIT 10.266
AMENDMENT NUMBER 2 TO RECEIVABLES PURCHASE AGREEMENT
THIS AMENDMENT NUMBER 2, dated as of November 20, 2000 (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, UNIROYAL CHEMICAL COMPANY, INC., UNIROYAL CHEMICAL EXPORT
LTD. and DAVIS STANDARD CORPORATION (each a "Seller" and collectively, the
"Sellers"), CROMPTON & KNOWLES RECEIVABLES CORPORATION, a Delaware corporation
("Buyer"), PARATEC ELASTOMERS LLC, a limited liability company organized under
the laws of the State of Delaware ("Paratec"), CROMPTON CORPORATION, a
Delaware corporation (in its capacity as a seller "Crompton") 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 the
Agreement pursuant to which the Sellers agreed to sell to Buyer, and Buyer
agreed to buy from each of the Sellers, all of the Receivables and Related
Assets generated by each such Seller;
WHEREAS, pursuant to the Agreement, Buyer has transferred to ABN
AMRO Bank N.V. as agent for Windmill Funding Corporation and the Committed
Purchasers all of Buyer's right, title and interest in and to the Agreement,
including, without limitation, interests in the Receivables sold to Buyer
pursuant thereto;
WHEREAS, the parties hereto desire to add each of Paratec and
Crompton as a Seller under the Agreement effective as of November 20, 2000.
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) As contemplated by Section 10.1 of the Agreement, each of the parties
hereto agrees that effective as of November __, 2000 (the "Effective Date"),
each of Paratec and Crompton agrees to sell, transfer, assign, set over and
otherwise convey to Buyer, and Buyer agrees to purchase from each of Paratec
and Crompton, all Receivables and other Related Purchased Assets originated by
Paratec and Crompton, respectively.
(b) From and after the Effective Date, the term "Seller" shall be amended to
include both of Paratec and Crompton. In addition, from and after the
Effective Date, each of Paratec and Crompton hereby agrees to be bound by all
of the terms and conditions applicable to a Seller contained in the Agreement
and the other Transaction Documents.
(c) In connection with the execution of this Amendment, each of Paratec,
Witco and the Buyer agree to deliver each of the documents set forth in
Section 4.1 of the Receivables Purchase Agreement, to the extent that such
documents are applicable.
(d) In connection with the execution and delivery of this Amendment, each of
Paratec and Crompton hereby makes, with respect to itself, the representations
and warranties set forth in Section 5.1 of the Agreement, with such
modifications as may be necessary in the case of Paratec to reflect that (i)
Paratec is a limited liability company organized under the laws of the State
of Delaware and (ii) CK Witco owns fifty-one percent of the voting interest in
Paratec. The chief executive office of each of Paratec and Witco is located
at Benson Road, Middlebury, Connecticut 06749. Neither Paratec nor Crompton
has any other trade names and neither Paratec nor Witco conducts business
under any other name.
(e) The automatic termination provisions of paragraph (a) of Section 8.2 of
the Agreement is amended to read as follows:
"The agreement of Buyer to purchase Receivables from a Seller
hereunder shall terminate automatically upon (i) the first date on which an
event specified in the definition of Bankruptcy Event occurs as a result of a
case or proceeding being filed against such Seller, (ii) the first date on
which [Crompton Corporation] fails to own and control, directly or indirectly,
(A) in the case of Paratec, less than fifty-one percent (51%) of the voting
interest of such entity, or (B) in the case of all other Sellers not covered
by clause (A), one hundred percent (100%) of the outstanding voting stock of
such entity, (iii) the occurrence of a Termination Event, as defined in the
Receivables Sale Agreement as in effect on the Closing Date, or (iv) in the
case of Paratec, upon not less than five Business Days prior written notice
from the Buyer of its election not to continue to purchase Receivables from
Paratec. The termination referred to in clauses (i), (ii) and (iv) of the
preceding sentence shall apply only to the relevant Seller and the termination
referred to in clause (iii) shall apply to all Sellers."
SECTION 3. 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 4. 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 5. Governing Law. THIS AGREEMENT 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]
IN WITNESS WHEREOF, the Initial Collection Agent, the Sellers, Paratec,
Witco, the Buyer and the Agent have caused this Amendment Number 2 to the
Receivables Purchase Agreement to be executed by their respective officers
thereunto duly authorized as of the day and year first above written.
CROMPTON CORPORATION (successor-in-
interest to CK Witco), as Initial
Collection Agent
By:
Title:
UNIROYAL CHEMICAL COMPANY, INC., as Seller
By:
Title:
UNIROYAL CHEMICAL EXPORT LTD., as Seller
By:
Title:
DAVIS STANDARD CORPORATION, as Seller
By:
Title:
PARATEC ELASTOMERS LLC
By:
Title:
Address: Benson Road
Middlebury, CT 06749
CROMPTON & KNOWLES RECEIVABLES CORPORATION,
as the Buyer
By:
Title:
ABN AMRO BANK N.V.,
as Agent
By:
Title:
CROMPTON CORPORATION
By:
Title:
Address: Benson Road
Middlebury, CT 06749