EXHIBIT 10.2
AMENDMENT NUMBER 4 TO RECEIVABLES PURCHASE AGREEMENT
THIS AMENDMENT NUMBER 4, dated as of April 15, 2003 (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, CROMPTON
MANUFACTURING COMPANY, INC. (f/k/a Uniroyal Chemical Company,
Inc.), UNIROYAL CHEMICAL EXPORT LTD., DAVIS STANDARD CORPORATION,
PARATEC ELASTOMERS LLC, CROMPTON CORPORATION, CROMPTON & KNOWLES
COLORS, INCORPORATED, CROMPTON SALES COMPANY, INC., CROMPTON
EUROPE B.V. ("Crompton Europe") and CROMPTON B.V. ("Crompton
B.V.") (each a "Seller" and collectively, the "Sellers"),
CROMPTON & KNOWLES RECEIVABLES CORPORATION, a Delaware
corporation ("Buyer") and ABN AMRO BANK N.V. (the "Agent").
W I T N E S S E T H:
WHEREAS, certain of the Sellers listed on the signature
pages hereto and the Buyer have previously entered into and are
currently party to the Agreement;
WHEREAS, the parties hereto desire to amend the
Agreement in order to modify certain provisions of the Agreement.
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) Section 1.1 Purchase and Sale provision is hereby amended
in its entirety to read as follows:
"SECTION 1.1 Purchase and Sale. Each Seller hereby
sells, transfer, assigns, sets over and otherwise
conveys to Buyer and Buyer hereby purchases from each
Seller, at the times set forth in Section 1.2, all of
such Seller's right, title and interest in, to and
under:
(a) all Receivables of such Seller (other than Contributed
Receivables) that existed and were owing to such Seller as at the
closing of such Seller's business on the Initial Cut-Off Date,
(b) all Receivables created by such Seller (other than
Contributed Receivables) that arise during the period from and
including the closing of such Seller's business on the Initial
Cut-Off Date to but excluding the Purchase Termination Date,
(c) all Related Security with respect to all Receivables
(other than Contribute Receivables) of such Seller
(d) all Collections and other proceeds of the foregoing,
including all funds received by any Person in payment of any
amounts owed (including invoice prices, finance charges, interest
and all other charges, if any) in respect of any Receivable
described above (other than a Contributed Receivable) or Related
Security with respect to any such Receivable, or otherwise
applied to repay or discharge any such Receivable (including
insurance payments that a Seller or Initial Collection Anent
applies in the ordinary course of its business to amounts owed in
respect of any such Receivable and net proceeds of any sale or
other disposition of repossessed goods that were the subject of
any such Receivable) or other collateral or property of any
Obligor or any other Person directly or indirectly liable for
payment of such Receivables, and
(e) all Records relating to any of the foregoing.
As used herein, (i) "Purchased Receivables" means
the items listed above in clauses (a) and (b) (ii)
"Related Purchased Assets" means the items listed above
in clauses (c), (d), (e), and (f), (iii) "Related
Assets" means the Related Purchased Assets and the
Related Contributed Assets, (iv) "Purchased Assets"
means the Purchased Receivables and the Related
Purchased Assets, and (v) "Specified Assets" means the
Purchased Receivables, the Contributed Receivables and
the Related Assets.
Crompton Europe and Crompton B.V. are selling
Receivables and Related Assets only on April 15, 2003;
as such, once the Buyer has received all Collections in
respect of such Receivables sold by Crompton Europe and
Crompton B.V., respectively, the Buyer shall, and
hereby sells, transfers, assigns sets over and conveys
unto Crompton Europe and Crompton B.V., as the case may
be, all right, title and interest of the Buyer in, to
and under all Related Assets."
(b) The Regular Purchases provision of paragraph (b) of
Section 1.2 of the Agreement is hereby amended to read as follows:
"Except for Crompton Europe and Crompton B.V.
(which shall sell such Receivables and Related Assets
only on April 15, 2003), and except to the extent
otherwise provided in Section 8.2, after the closing of
a Seller's business on the Initial Cut-Off Date until
the closing of such Seller's business on the Business
Day immediately preceding the Purchase Termination
Date, each and every Receivable and the Related Assets
of each Seller (other than Crompton Europe and Crompton
B.V.) shall be sold automatically to Buyer pursuant
hereto immediately (and without further action by any
Person) upon the creation of such Receivable."
(c) The Change in Name provisions of paragraph (e) of
Section 6.3 of the Agreement is hereby amended to read as follows:
"Such Seller will not (i) change its corporate name or
(ii) change the name under or by which it does
business, in each case unless such Seller shall have
given Buyer, the Initial Collection Agent and the Agent
30 days' prior written notice thereof and unless, prior
to any change in name, such Seller shall have taken and
completed all action required by Section 7.3. Except
for Crompton Europe and Crompton B.V., the Seller will
at all times maintain its chief executive office within
a jurisdiction in the United States of America (other
than in the states of Florida, Maryland and Tennessee)
in which Article 9 of the UCC is in effect. Each of
Crompton Europe and Crompton B.V. will at all times
maintain its registered office in The Netherlands. If
the Seller moves its chief executive office to a
location that imposes taxes, fees or other charges to
perfect the Agent's and the Purchasers' interests
hereunder (as assignee of Buyer), the Seller will pay
all such amounts and any other costs and expenses
incurred in order to maintain the enforceability of the
Transaction Documents and the interests of the Agent
and the Purchasers (as assignee of Buyer) in the
Receivables and Collections."
(d) The last sentence of Clause (o), Account Banks and
Payment Instructions Provision, of Section 5.1 is hereby amended
in its entirety to read as follows:
"Except for Crompton Europe and Crompton B.V., the
Seller has not granted any interest in any Lockbox or
Lockbox Account to any Person other than the Agent and,
upon delivery to any Lockbox Bank of the related
Lockbox Letter, the Agent will have exclusive ownership
and control of the Lockbox Account at such Lockbox
Bank."
(e) A new Section 10.16 shall be added to the Agreement
which shall read as follows:
"SECTION 10.16 Judgment Currency
(a) Each Seller's obligations hereunder to make
payments in Dollars (the "Obligation Currency") shall
not be discharged or satisfied by any tender or
recovery pursuant to any judgment expressed in or
converted into any currency other than the Obligation
Currency, except to the extent that such tender or
recovery results in the effective receipt by the Buyer
of the full amount of the Obligation Currency expressed
to be payable to it under this Agreement. If for the
purpose of obtaining or enforcing judgment against a
Seller in any court or in any jurisdiction, it becomes
necessary to convert into or from any currency other
than the Obligation Currency (such other currency being
hereinafter referred to as the "Judgment Currency") an
amount due in the Obligation Currency, the conversion
shall be made, at the rate of exchange determined, in
each case, as of the day immediately preceding the
Business Day on which the judgment is given (such
Business Day being hereinafter referred to as the
"Judgment Currency Conversion Date").
(b) If there is a change in the rate of exchange
prevailing between the Judgment Currency Conversion
Date and the date of actual payment of the amount due,
the applicable Seller covenants and agrees to pay, or
cause to be paid, such additional amounts, if any (but
in any event not a lesser amount) as may be necessary
to ensure that the amount paid in the Judgment
Currency, when converted at the rate of exchange
prevailing on the date of payment, will produce the
amount of the Obligation Currency which could have been
purchased with the amount of Judgment Currency
stipulated in the judgment or judicial award at the
rate or exchange prevailing on the Judgment Currency
Conversion Date.
(c) For purposes of determining any rate of
exchange for purposes of this Section, such amounts
shall include any premium and costs payable in
connection with the purchase of the Obligation
Currency."
(f) The following new defined terms are hereby added to
Appendix A of the Receivables Purchase Agreement in
the appropriate alphabetical order:
"Judgment Currency" is defined in Section 10.16 of
the Receivables Purchase Agreement."
"Judgment Currency Conversion Date" is defined in
Section 10.16 of the Receivables Purchase Agreement."
"Obligation Currency" is defined in Section 10.16
of the Receivables Purchase Agreement."
SECTION 3. Effectiveness of Agreement. Except as expressly
amended by the terms of this Amendment, all terns 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 W1TH THE LAWS OF THE STATE OF NEW YORK.
[Signatures Follow]
IN WITNESS WHEREOF, the Initial Collection Agent, the
Sellers, the Buyer and the Agent have caused this Amendment
Number 4 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 and as Seller
By:
Title:
Address: One American Lane
Greenwich, Connecticut 06831-
2559
DAVIS STANDARD CORPORATION, as Seller
By:
Title:
Address: 1 Extrusion Drive
Pawcatuck, Connecticut 06379
CROMPTON SALES COMPANY, INC., as Seller
By:
Title:
Address: One American Lane
Greenwich, Connecticut 06831-
2559
CROMPTON EUROPE B.V., as Seller
By:
Title:
Address: Ankerweg, 18
1041AT Amsterdam, The
Netherlands
CROMPTON B.V., as Seller
By:
Title:
Address: Spaarndamseweg, 466
P.O. Box 577
2003RN Haarlem, The
Netherlands
CROMPTON & KNOWLES RECEIVABLES
CORPORATION, as the Buyer
By:
Title:
Address: Benson Road
Middlebury, Connecticut 06749
ABN AMRO BANK N.V., as Agent
By:
Title:
By:
Title:
Address: Structured Finance, Asset
Securitization
135 South LaSalle Street
Chicago, Illinois 6-674-9135
Attention: Administrator-
Amsterdam
Telephone:(312) 904-6263
Telecopy: (312) 904-6376