EXHIBIT 10.267
AMENDMENT NUMBER 3 TO RECEIVABLES PURCHASE AGREEMENT
THIS AMENDMENT NUMBER 3, dated as of February 1, 2001 (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,
UNIROYAL CHEMICAL COMPANY, INC., UNIROYAL CHEMICAL EXPORT LTD., DAVIS
STANDARD CORPORATION, PARATEC ELASTOMERS LLC and CROMPTON CORPORATION (each a
"Seller" and collectively, the "Sellers"), CROMPTON & KNOWLES RECEIVABLES
CORPORATION, a Delaware corporation ("Buyer"), CROMPTON & KNOWLES COLORS,
INCORPORATED, a Delaware corporation ("Colors") 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 Colors as a
Seller under the Agreement effective as of March 1, 2001.
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 March 1, 2001 (the "Effective
Date"), Colors agrees to sell, transfer, assign, set over and otherwise convey
to Buyer, and Buyer agrees to purchase from Colors, all Receivables and other
Related Purchased Assets originated by Colors.
(b) From and after the Effective Date, the term "Seller" shall
be amended to include both of Colors. In addition, from and after the
Effective Date, Colors 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, Colors
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, Colors hereby makes, with respect to itself, the representations
and warranties set forth in Section 5.1 of the Agreement. The chief executive
office of Colors is located at Rd #4 Box 2 Birdsboro, Pennsylvania 19508 with
a mailing address at 500 Pear Street, Reading, Pennsylvania 19603 and has not
been located anywhere else since January 1, 2000. Colors has no trade names
and has not conducted business under any other name since January, 1995.
(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, Colors,
the Buyer and the Agent have caused this Amendment Number 3 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, as Seller
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, as Seller
By:
Title:
Address: Benson Road
Middlebury, CT 06749
CROMPTON & KNOWLES COLORS,
INCORPORATED, as Seller
By:
Title:
Address: 500 Pear Street
Reading, PA 19603