EXHIBIT 10.3
LETTER AGREEMENT REGARDING RECEIVABLES PURCHASE AGREEMENT
THIS LETTER AGREEMENT, dated as of April 15, 2003 (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, CROMPTON &
KNOWLES COLORS, INCORPORATED ("Colors") and CROMPTON SALES
COMPANY, INC. ("Sales") (each a "Seller" and collectively, the
"Sellers"), CROMPTON & KNOWLES RECEIVABLES CORPORATION, a
Delaware corporation ("Buyer"), CROMPTON EUROPE B.V., a private
company with limited liability incorporated under the laws of The
Netherlands ("Crompton Europe"), CROMPTON B.V., a private company
with limited liability incorporated under the laws of The
Netherlands ("Crompton B.V.") 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 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, except for Crompton Europe and Crompton B.V.,
from which Buyer agreed to buy such Receivables and Related
Assets on April 15, 2003;
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 Europe and Crompton B.V. each wish to
sell, transfer and assign Receivables and Related Purchased
Assets on April 15, 2003 to Buyer as though each were a Seller
under the Agreement and Buyer wishes to purchase Receivables and
Related Purchased Assets from Crompton Europe and Crompton B.V.
as though each were a Seller under the Agreement, all effective
as of April 15, 2003;
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
April 15, 2003 (the "Effective Date"), Crompton Europe and
Crompton B.V. each agrees to sell, transfer, assign, set over and
otherwise convey to Buyer, and Buyer agrees to purchase from
Crompton Europe and Crompton B.V., on April 15, 2003, Receivables
and other Related Purchased Assets originated by Crompton Europe
and Crompton B.V. that exist on such date 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 each of
Crompton Europe and Crompton B.V. In addition, from and after
the Effective Date, each of Crompton Europe and Crompton B.V.
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 Europe, Crompton B.V. 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, each of Crompton Europe and Crompton B.V. hereby
makes, with respect to itself, the representations and warranties
set forth in Section 5.1 of the Agreement. Each of Crompton
Europe and Crompton B.V. is, and at all times since its
incorporation, incorporated under the laws of The Netherlands.
The registered office of Crompton Europe is located at Ankerweg,
18, 1041AT Amsterdam, The Netherlands. The registered office of
Crompton B.V. is located at Spaarndamseweg, 466, P.O. Box 577,
2003RN Haarlem, The Netherlands. Each of Crompton Europe and
Crompton B.V. has not been located anywhere else since its
incorporation. Each of Crompton Europe and Crompton B.V. 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, INCLUDING 5-
1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW, BUT OTHERWISE
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 that, as of the date hereof, may sell Receivables and
Related Purchased Assets to Buyer, Buyer, Crompton Europe,
Crompton B.V., 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:
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:
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
EXHIBIT A
RECEIVABLES PURCHASE AGREEMENT