EXHIBIT 10.45
AMENDMENT NUMBER 5 TO RECEIVABLES PURCHASE AGREEMENT
THIS AMENDMENT NUMBER 5, dated as of August 16, 2004 (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, DAVIS STANDARD
CORPORATION, CROMPTON CORPORATION, and CROMPTON SALES COMPANY, INC., (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, the Sellers 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) Each reference to "Transferred Asset" in Sections 6.3(a),
7.2(c) and 9.1(iii) of the Agreement is hereby amended to refer instead to
"Specified Asset".
(b) The parties hereto herby confirm, for the sake of clarity,
that none of Crompton Manufacturing Company, Inc., Paratec Elastomers LLC,
Crompton & Knowles Colors, Incorporated, Crompton Europe B.V. and Crompton B.V.
are Sellers under the 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 5 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: /s/ Robert Marchitello
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Title: Assistant Treasurer
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Address: Benson Road
Middlebury, Connecticut 06749
AMENDMENT NO. 5 TO RECEIVABLES PURCHASE AGREEMENT
DAVIS STANDARD CORPORATION, as Seller
By: /s/ David Antoniuk
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Title: Vice President -- Finance
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Address: 1 Extrusion Drive
Pawcatuck, Connecticut 06379
CROMPTON SALES COMPANY, INC., as Seller
By: /s/ Robert Marchitello
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Title: Assistant Treasurer
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Address: Benson Road
Middlebury, Connecticut 06749
AMENDMENT NO. 5 TO RECEIVABLES PURCHASE AGREEMENT
CROMPTON & KNOWLES RECEIVABLES
CORPORATION, as the Buyer
By: Antonio C. Bucci
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Title: Assistant Treasurer
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Address: Benson Road
Middlebury, Connecticut 06749
AMENDMENT NO. 5 TO RECEIVABLES PURCHASE AGREEMENT
ABN AMRO BANK N.V., as Agent
By: /s/ Thomas J. Educate
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Title: Senior Vice President
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By: /s/ Kevin G. Pilz
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Title: Vice President
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Address: Structured Finance, Asset Securitization
135 South LaSalle Street
Chicago, Illinois 60674-9135
Attention: Administrator-Amsterdam
Telephone: (312) 904-6263
Telecopy: (312) 904-6376
AMENDMENT NO. 5 TO RECEIVABLES PURCHASE AGREEMENT