EXHIBIT 10.206
LETTER AGREEMENT REGARDING RECEIVABLES PURCHASE AGREEMENT
THIS LETTER AGREEMENT, dated as of January 18,
2002 (as amended, restated or otherwise modified from time
to time, the "Letter Agreement") refers to the RECEIVABLES
PURCHASE AGREEMENT, dated as of December 11, 1998 (as
amended, amended and restated or otherwise modified from
time to time, the "Agreement"), between and among CROMPTON
CORPORATION (as successor by merger to Crompton & Knowles
Corporation), as the Initial Collection Agent, CROMPTON
MANUFACTURING COMPANY, INC. (f/k/a Uniroyal Chemical
Company, Inc. ("Crompton Manufacturing")), UNIROYAL
CHEMICAL EXPORT LTD. ("Export"), DAVIS STANDARD
CORPORATION, PARATEC ELASTOMERS LLC ("Paratec"), CROMPTON
CORPORATION and CROMPTON & KNOWLES COLORS, INCORPORATED, a
Delaware corporation ("Colors") (each a "Seller" and
collectively, the "Sellers"), CROMPTON & KNOWLES
RECEIVABLES CORPORATION, a Delaware corporation
("Buyer"), and CROMPTON SALES COMPANY, INC., a
Delaware corporation ("Crompton Sales") 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 Amsterdam
Funding Corporation (as assignee of
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, Crompton Sales wishes
to sell, transfer and assign Receivables
and Related Purchased Assets to Buyer
as though it were a Seller under the
Agreement and Buyer wishes to purchase
Receivables and Related Purchased Assets
from Crompton Sales as though it were
a Seller under the Agreement, all
effective as of January 18, 2002;
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 Letter Agreement shall
have the meanings assigned in the
Agreement.
SECTION 2. Adoption of Agreement.
(a) Each of the parties hereto
agrees that, effective as of January 18,
2002 (the "Effective Date"), Crompton Sales
agrees to sell, transfer, assign, set over
and otherwise convey to Buyer,
and Buyer agrees to purchase from Crompton
Sales, all Receivables and other Related
Purchased Assets originated by Crompton Sales on the
terms and conditions set forth in the
Agreement, a copy of which is attached as
Exhibit A hereto.
(b) From and after the Effective Date,
each of the parties hereto shall consider
the term "Seller" to include Crompton
Sales. In addition, from and after the
Effective Date, Crompton Sales 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. In connection with the execution
of this Letter Agreement, Crompton Sales
and the Buyer agree to deliver each of the
documents set forth in Section 4.1 of the
Agreement, to the extent that such
documents are applicable.
(c) In connection with the execution and
delivery of this Letter Agreement, Crompton
Sales hereby makes, with respect to itself,
the representations and warranties set
forth in Section 5.1 of the Agreement.
Crompton Sales is, and at all times since
its incorporation, incorporated under the
laws of the state of Delaware. The chief
executive office of Crompton Sales is
located in Greenwich, Connecticut with a
mailing address at One American Lane,
Greenwich, Connecticut 06831-2559 and has
not been located anywhere else since its
incorporation. Crompton Sales has no trade
names and has not conducted business under
any other name since its incorporation.
SECTION 3. Execution in
Counterparts, Effectiveness. This Letter
Agreement 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 4. 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 W1TH THE LAWS OF
THE STATE OF NEW YORK.
[Signatures Follow]
IN WITNESS WHEREOF, the Initial
Collection Agent, the Sellers that, as
of the date hereof, may sell Receivables
and Related Purchased Assets to Buyer, Buyer,
Crompton Sales, and the Agent have caused this
Letter 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 and as Seller
By:
Title:
DAVIS STANDARD CORPORATION,
as Seller
By:
Title:
CROMPTON SALES COMPANY, INC.,
as Seller
By:
Title:
Address: One American Lane
Greenwich, Ct 06831-2559
CROMPTON & KNOWLES RECEIVABLES
CORPORATION,
as the Buyer
By:
Title:
ABN AMRO BANK N.V.,
as Agent
By:
Title:
EXHIBIT A
RECEIVABLES PURCHASE AGREEMENT