EXHIBIT 10.291


                   Receivables Sale Agreement

                 Dated as of December 11, 1998

                            among

           Crompton & Knowles Receivables Corporation,
                         as the Seller,

                 Crompton & Knowles Corporation,
                as the Initial Collection Agent

                         ABN AMRO Bank N.V.,
                           as the Agent,

                     the Liquidity Providers
                 from time to time party hereto,

                       ABN AMRO Bank N.V.,
                        as the Enhancer,

                              and

                   Windmill Funding Corporation



                      Table of Contents
                                                             Page
Article I     Purchases from Seller and Settlements............1  
    Section 1.1.     Sales.....................................1  
    Section 1.2.     Interim Liquidations......................3  
    Section 1.3.     Selection of Discount Rates and Tranche
Periods........................................................3  
    Section 1.4.     Fees and Other Costs and Expenses.........4  
    Section 1.5.     Maintenance of Sold Interest; Deemed
Collection.....................................................4  
    Section 1.6.     Reduction in Commitments..................5
    Section 1.7.     Repurchases...............................5  
    Section 1.8.     Assignment of Purchase Agreements.........6
    Section 1.9.     Extension of Liquidity Termination Date...6

Article II     Sales to and from Windmill; Allocations.........7
    Section 2.1.     Required Purchases from Windmill..........7 
    Section 2.2.     Purchases by Windmill.....................8 
    Section 2.3.     Allocations and Distributions.............9
    
Article III     Administration and Collections................10
    Section 3.1.     Appointment of Collection Agent..........10 
    Section 3.2.     Duties of Collection Agent...............11
    Section 3.3.     Reports..................................11
    Section 3.4.     Lock-Box Arrangements....................12
    Section 3.5.     Enforcement Rights.......................12
    Section 3.6.     Collection Agent Fee.....................13
    Section 3.7.     Responsibilities of the Seller...........13
    Section 3.8.     Actions by Seller........................13
    Section 3.9.     Indemnities by the Collection Agent......13

Article IV     Representations and Warranties.................14
    Section 4.1.     Representations and Warranties...........14
  
Article V     Covenants.......................................17
    Section 5.1.     Covenants of the Seller..................17

Article VI     Indemnification................................21
    Section 6.1.     Indemnities by the Seller................21
    Section 6.2.     Increased Cost and Reduced Return........22 
    Section 6.3.     Other Costs and Expenses.................23
    Section 6.4.     Withholding Taxes........................24
    Section 6.5.     Payments and Allocations.................24

Article VII     Conditions Precedent..........................24
    Section 7.1.     Conditions to Closing....................24 
    Section 7.2.     Conditions to Each Purchase..............25

Article VIII     The Agent....................................26
    Section 8.1.     Appointment and Authorization............26
    Section 8.2.     Delegation of Duties.....................26
    Section 8.3.     Exculpatory Provisions...................26
    Section 8.4.     Reliance by Agent........................27
    Section 8.5.     Assumed Payments.........................27
    Section 8.6.     Notice of Termination Events.............27 
    Section 8.7.     Non-Reliance on Agent and Other Purchasers28 
    Section 8.8.     Agent and Affiliates.....................28
    Section 8.9.     Indemnification..........................28
    Section 8.10.    Successor Agent..........................28

Article IX     Miscellaneous..................................29
    Section 9.1.     Termination..............................29
    Section 9.2.     Notices..................................29
    Section 9.3.     Payments and Computations................29
    Section 9.4.     Sharing of Recoveries....................30
    Section 9.5.     Right of Setoff..........................30
    Section 9.6.     Amendments...............................30
    Section 9.7.     Waivers..................................31
    Section 9.8.     Successors and Assigns; Participations;
Assignments...................................................31  
      Section 9.9.     Intended Tax Characterization..........33
    Section 9.10.    Waiver of Confidentiality................33
    Section 9.11.    Confidentiality of Agreement.............33
    Section 9.12.    Agreement Not to Petition................33
    Section 9.13.    Excess Funds.............................33
    Section 9.14.    No Recourse..............................34
    Section 9.15.    Limitation of Liability..................34
    Section 9.16.    Headings; Counterparts...................34
    Section 9.17.    Cumulative Rights and Severability.......34
    Section 9.18.    Governing Law; Submission to Jurisdiction.34 
    Section 9.19.    Waiver of Trial by Jury..................35
    Section 9.20.    Entire Agreement.........................35

Signature.....................................................36



Schedules     Descriptions

Schedule I    Definitions
Schedule II   Liquidity Providers and Commitments of Committed    
              Purchasers

Exhibits      Description

Exhibit A     Form of Incremental Purchase Request
Exhibit B     Form of Notification of Assignment from Windmill to 
              the Committed Purchasers
Exhibit C     Form of Notification of Assignment from the
              Committed Purchasers to Windmill
Exhibit D-1   Form of Periodic Report
Exhibit D-2   Form of Daily Report
Exhibit E     Addresses and Names of Seller and Originator
Exhibit F     Subsidiaries
Exhibit G     Lock-Boxes and Lock-Box Banks
Exhibit H     Form of Lock-Box Letter
Exhibit I     Compliance Certificate
Exhibit J     Credit and Collection Policy


                     Receivables Sale Agreement

     Receivables Sale Agreement, dated as of December 11, 1998,
among Crompton & Knowles Receivables Corporation, a Delaware
corporation, as Seller (the "Seller"), Crompton & Knowles
Corporation, a Massachusetts corporation, as the initial
Collection Agent (the "Initial Collection Agent") ABN AMRO Bank
N.V., as agent for the Purchasers (the "Agent"), the liquidity
providers party hereto (the "Liquidity Providers"), ABN AMRO Bank
N.V., as provider of the Program LOC (the "Enhancer"), and
Windmill Funding Corporation ("Windmill").  Certain capitalized
terms used herein, and certain rules of construction, are defined
in Schedule I.  The sole initial Liquidity Provider and the
Commitments of all Committed Purchasers are listed on
Schedule II.

     The parties hereto agree as follows:

                            Article 
              Purchases from Seller and Settlements

Section 1.1.     Sales.  

     (a)     The Sold Interest.  Subject to the terms and
conditions hereof, the Seller may, from time to time before the
Liquidity Termination Date, sell to Windmill or ratably to the
Committed Purchasers an undivided percentage ownership interest
in the Receivables and all related Collections.  Any such
purchase (a "Purchase") shall be made by each relevant Purchaser
remitting funds to the Seller, through the Agent, pursuant to
Section 1.1(c) or by the Collection Agent remitting Collections
to the Seller pursuant to Section 1.1(d).  The aggregate
percentage ownership interest so acquired by a Purchaser in the
Receivables and related Collections (its "Purchase Interest")
shall equal at any time the following quotient:

                 I + R    
               __________
                  ER

where:

     I     =     the outstanding Investment of such Purchaser at
such time;
     R     =     the Reserve for such Purchaser at such time; and

     ER     =     the Eligible Receivables Balance at such time.

Except during a Liquidation Period for a Purchaser, such
Purchaser's Purchase Interest will change whenever its
Investment, its Reserve or the Eligible Receivables Balance
changes.  During a Liquidation Period for a Purchaser its
Purchase Interest shall remain constant, except for
redeterminations to reflect Investment acquired from or
transferred to another Purchaser under Article II.  The sum of
all Purchasers' Purchase Interests at any time is referred to
herein as the "Sold Interest", which at any time is the aggregate
percentage ownership interest then held by the Purchasers in the
Receivables and Collections.

      (b)     Windmill Purchase Option and Other Purchasers'
Commitments.  Subject to Section 1.1(d) concerning Reinvestment
Purchases, at no time will Windmill have any obligation to make a
Purchase.  Each Liquidity Provider and the Enhancer (together the
"Committed Purchasers" and each a "Committed Purchaser")
severally hereby agrees, subject to Section 7.2 and the other
terms and conditions hereof, to make Purchases before the
Liquidity Termination Date, based on its Ratable Share of each
Purchase by the Committed Purchasers, to the extent its
Investment would not thereby exceed its Commitment, the Aggregate
Investment would not thereby exceed the Purchase Limit, and the
Matured Aggregate Investment would not thereby exceed the
Aggregate Commitments.  Each Purchaser's first Purchase and each
additional Purchase by such Purchaser not made from Collections
pursuant to Section 1.1(d) is referred to herein as an
"Incremental Purchase."  Each Purchase made by a Purchaser with
the proceeds of Collections in which it has a Purchase Interest,
which does not increase the outstanding Investment of such
Purchaser, is referred to herein as a "Reinvestment Purchase."

      (c)     Incremental Purchases.  In order to request an
Incremental Purchase from a Purchaser, the Seller must provide to
the Agent an irrevocable written request (including by telecopier
or other facsimile communication) substantially in the form of
Exhibit A, by 10:00 a.m. (Chicago time) three Business Days
before the requested date (the "Purchase Date") of such Purchase,
specifying whether the Purchase is requested from Windmill or
from the Committed Purchasers and which may, if Windmill is the
requested Purchaser, request that the Committed Purchasers make
such Purchase in lieu of Windmill should Windmill decline to do
so, the requested Purchase Date (which must be a Business Day)
and the requested amount (the "Purchase Amount") of such
Purchase, which must be in a minimum amount of $1,000,000 and
multiples thereof (or, if less, an amount equal to the Maximum
Incremental Purchase Amount).  The Agent shall promptly notify
the contents of any such request to each Purchaser from which the
Purchase is requested.  If the Purchase is requested from
Windmill and Windmill determines, in its sole discretion, to make
the requested Purchase, Windmill shall transfer to the Agent's
Account the amount of such Incremental Purchase on the requested
Purchase Date.  If (i) the Incremental Purchase is requested from
the Committed Purchasers or (ii) the Incremental Purchase is
requested from Windmill and Windmill declines to make such
Incremental Purchase, then, subject to Section 7.2 and the other
terms and conditions hereof, each Committed Purchaser shall
transfer its Ratable Share of the requested Purchase Amount into
the Agent's Account by no later than 12:00 noon (Chicago time) on
the Purchase Date.  The Agent shall transfer to the Seller
Account the proceeds of any Incremental Purchase delivered into
the Agent's Account.  The Agent shall notify the Seller as to
which Purchaser has made the requested Purchase.

       (d)     Reinvestment Purchases.  Unless Windmill has
provided to the Agent, the Seller, and the Collection Agent a
notice still in effect that it no longer wishes to make
Reinvestment Purchases (in which case Windmill's Reinvestment
Purchases, but not those of the Committed Purchasers, shall
cease), at any time before the Liquidity Termination Date when no
Interim Liquidation is in effect, on each day that any
Collections are received by the Collection Agent a Purchaser's
Purchase Interest in such Collections shall automatically be used
to make a Reinvestment Purchase by such Purchaser, but only to
the extent such Reinvestment Purchase would not cause the
Purchaser's Investment to increase above the amount of such
Investment at the start of the day plus any Incremental Purchases
made by the Purchaser on that day.  Windmill may revoke any
notice provided under the first sentence of this Section 1.1(d)
by notifying the Agent, the Seller, and the Collection Agent that
it will make Reinvestment Purchases.

     (e)     Security Interest.  To secure all of the Seller's
obligations under the Transaction Documents, the Seller hereby
grants to the Agent (for the benefit of the Purchasers) a
security interest in all of the Seller's rights in the
Receivables, the Collections, and the Lock- Box Accounts.

     Section 1.2.     Interim Liquidations.  (a) Optional.  The
Seller may at any time direct that Reinvestment Purchases cease
and that an Interim Liquidation commence for all Purchasers by
giving the Agent and the Collection Agent at least three Business
Days' written (including telecopy or other facsimile
communication) notice specifying the date on which the Interim
Liquidation shall commence and, if desired, when such Interim
Liquidation shall cease before the Liquidity Termination Date
(identified as a specific date or as when the Aggregate
Investment is reduced to a specified amount).  If the Seller does
not so specify the date on which an Interim Liquidation shall
cease, it may cause such Interim Liquidation to cease at any time
before the Liquidity Termination Date, subject to Section 1.2(b)
below, by notifying the Agent and the Collection Agent in writing
(including by telecopy or other facsimile communication) at least
three Business Days before the date on which it desires such
Interim Liquidation to cease.

     (b)     Mandatory.  If at any time before the Liquidity
Termination Date any condition in Section 7.2 is not fulfilled,
the Seller shall immediately notify the Agent and the Collection
Agent, whereupon Reinvestment Purchases shall cease and an
Interim Liquidation shall commence, which shall only cease upon
the Seller confirming to the Agent that the conditions in
Section 7.2 are fulfilled.

      Section 1.3.     Selection of Discount Rates and Tranche
Periods.  (a) All Investment shall be allocated to one or more
Tranches reflecting the Discount Rates at which such Investment
accrues Discount and the Tranche Periods for which such Discount
Rates apply.  In each request for an Incremental Purchase and
three Business Days before the expiration of any Tranche Period
applicable to any Purchaser's Investment, the Seller may request
the Discount Rate(s) and Tranche Period(s) to be applicable to
such Investment.  All Investment (i) of Windmill shall accrue
Discount at the CP Rate and (ii) of the Committed Purchasers may
accrue Discount at either the Eurodollar Rate or the Prime Rate,
in all cases as established for each Tranche Period applicable to
such Investment.  Each Tranche shall be in the minimum amount of
$1,000,000 and in multiples thereof or, in the case of Discount
accruing at the Prime Rate, in any amount of Investment that
otherwise has not been allocated to another Tranche Period.  Any
Investment not allocated to a Tranche Period shall be a Prime
Tranche.  During the pendency of a Termination Event, the Agent
may reallocate any outstanding Investment of the Committed
Purchasers to a Prime Tranche.  All Discount accrued during a
Tranche Period shall be payable by the Seller on the last day of
such Tranche Period or, for a Eurodollar Tranche with a Tranche
Period of more than three months, 90 days after the commencement,
and on the last day, of such Tranche Period.

      (b)     If, by the time required in Section 1.3(a), the
Seller fails to select a Tranche Period for any Investment of
Windmill, the Agent may, in its sole discretion, select such
Tranche Period.  If, by the time required in Section 1.3(a), the
Seller fails to select a Discount Rate or Tranche Period for any
Investment of the Committed Purchasers, such amount of Investment
shall automatically accrue Discount at the Prime Rate for a three
Business Day Tranche Period.  Any Investment purchased from
Windmill pursuant to Section 2.1 shall have a Prime Tranche
Period of three Business Days.
     
     (c)     If the Agent or any Committed Purchaser determines
(i) that maintenance of any Eurodollar Tranche would violate any
applicable law or regulation or (ii) by reason of circumstances
affecting the interbank eurodollar market that deposits of a type
and maturity appropriate to match fund any of such Purchaser's
Eurodollar Tranches are not available, then the Agent, upon the
direction of such Purchaser, shall suspend the availability of,
and terminate any outstanding, Eurodollar Tranche so affected. 
All Investment allocated to any such terminated Eurodollar
Tranche shall be reallocated to a Prime Tranche.
 
     Section 1.4.     Fees and Other Costs and Expenses.  (a) The
Seller shall pay to the Agent (i) for the ratable benefit of the
Liquidity Providers, such amounts as agreed to with the Liquidity
Providers and the Agent in the Pricing Letter, and (ii) for the
account of the Enhancer and the Agent, such amounts as agreed to
with the Enhancer and the Agent in the Fee Letter.

     (b)     If the amount of Investment allocated to any CP or
Eurodollar Tranche is reduced before the last day of its Tranche
Period, or if a requested Incremental Purchase at the Eurodollar
Rate does not take place on its scheduled Purchase Date, the
Seller shall pay the Early Payment Fee to each Purchaser that had
its Investment so reduced or scheduled Purchase not made.

     (c)     Investment shall be payable solely from Collections
and from amounts payable under Sections 1.5, 1.7 and 6.1 (to the
extent amounts paid under Section 6.1 indemnify against
reductions in or nonpayment of Receivables).  The Seller shall
pay, as a full recourse obligation, all other amounts payable
hereunder, including, without limitation, all Discount, fees
described in clauses (a) and (b) above and amounts payable under
Article VI.

     Section 1.5.     Maintenance of Sold Interest; Deemed
Collection.  (a) General.  If at any time before the Liquidity
Termination Date the Eligible Receivables Balance is less than
the sum of 100% plus the Reserve Percentage multiplied by the
Aggregate Investment (or, if a Termination Event exists, the
Matured Aggregate Investment), the Seller shall pay to the Agent
an amount equal to such deficiency for application to reduce the
Investments of the Purchasers ratably in accordance with the
principal amount of their respective Investments, applied first
to Prime Tranches and second to the other Tranches with the
shortest remaining maturities unless otherwise specified by the
Seller.  Any amount so applied to reduce Windmill's Investment
shall be deposited in the Special Transaction Subaccount.

     (b)     Deemed Collections.  If on any day the outstanding
balance of a Receivable is reduced or cancelled as a result of
any defective or rejected goods or services, any cash discount or
adjustment (including any adjustment resulting from the
application of any special refund or other discounts or any
reconciliation), any setoff or credit (whether such claim or
credit arises out of the same, a related, or an unrelated
transaction) or other similar reason not arising from the
financial inability of the Obligor to pay undisputed
indebtedness, the Seller shall be deemed to have received on such
day a Collection on such Receivable in the amount of such
reduction or cancellation.  If on any day any representation,
warranty, covenant or other agreement of the Seller related to a
Receivable is not true or is not satisfied, the Seller shall be
deemed to have received on such day a Collection in the amount of
the outstanding balance of such Receivable.  All such Collections
deemed received by the Seller under this Section 1.5(b) shall be
remitted by the Seller to the Collection Agent in accordance with
Section 5.1(i).

     (c)     Adjustment to Sold Interest.  At any time before the
Liquidity Termination Date that the Seller is deemed to have
received any Collection under Section 1.5(b) ("Deemed
Collections") that derive from a Receivable that is otherwise
reported as an Eligible Receivable, so long as no Liquidation
Period then exists, the Seller may satisfy its obligation to
deliver such amount to the Collection Agent by instead notifying
the Agent that the Sold Interest should be recalculated by
decreasing the Eligible Receivables Balance by the amount of such
Deemed Collections, so long as such adjustment does not cause the
Sold Interest to exceed 100%.

     (d)     Payment Assumption.  Unless an Obligor otherwise
specifies or another application is required by contract or law,
any payment received by the Seller from any Obligor shall be
applied as a Collection of Receivables of such Obligor (starting
with the oldest such Receivable) and remitted to the Collection
Agent as such.

     Section 1.6.     Reduction in Commitments.  The Seller may,
upon thirty days' notice to the Agent, reduce the Aggregate
Commitment in increments of $1,000,000, so long as the Aggregate
Commitment at all times equals at least the outstanding Matured
Aggregate Investment.  Each such reduction in the Aggregate
Commitment shall reduce the Commitment of each Committed
Purchaser in accordance with its Ratable Share and shall ratably
reduce the Purchase Limit so that the Aggregate Commitment
remains at least 102% of the Purchase Limit.

     Section 1.7.     Repurchases.  (a)  Optional.  At any time
that the Aggregate Investment is less than 10% of the Aggregate
Commitment in effect on the date hereof, the Seller may, upon
thirty days' notice to the Agent, repurchase the entire Sold
Interest from the Purchasers at a price equal to the outstanding
Matured Aggregate Investment and all other amounts then owed
hereunder.

     (b)     Mandatory.  If at any time before the Liquidity
Termination Date the Sold Interest exceeds 100%, unless the
Seller remedies the situation by satisfying its obligations under
Section 1.5(a), any Purchaser may direct that all Purchasers
ratably reassign to the Seller, without recourse, representation
or warranty, a portion of the Purchase Interest of each Purchaser
so that the Sold Interest does not exceed 100%.  The Seller shall
purchase such reassigned Purchase Interests at a purchase price
equal to the Matured Value of the Investment so reassigned by
each Purchaser.

     Section 1.8.     Assignment of Purchase Agreements.  The
Seller hereby assigns and otherwise transfers to the Agent (for
the benefit of the Agent, each Purchaser and any other Person to
whom any amount is owed hereunder), all of the Seller's right,
title and interest in, to and under each Purchase Agreement.  The
Seller shall execute, file and record all financing statements,
continuation statements and other documents required to perfect
or protect such assignment.  This assignment includes (a) all
monies due and to become due to the Seller from each Originator
or the Parent under or in connection with each Purchase Agreement
(including fees, expenses, costs, indemnities and damages for the
breach of any obligation or representation related to such
agreement) and (b) all rights, remedies, powers, privileges and
claims of the Seller against each Originator or the Parent under
or in connection with each Purchase Agreement.  All provisions of
each Purchase Agreement shall inure to the benefit of, and may be
relied upon by, the Agent, each Purchaser and each such other
Person.  At any time that a Termination Event has occurred and is
continuing, the Agent shall have the sole right to enforce the
Seller's rights and remedies under each Purchase Agreement to the
same extent as the Seller could absent this assignment, but
without any obligation on the part of the Agent, any Purchaser or
any other such Person to perform any of the obligations of the
Seller under each Purchase Agreement (or any of the promissory
notes executed thereunder).  All amounts distributed to the
Seller under each Purchase Agreement from Receivables sold to the
Seller thereunder shall constitute Collections hereunder and
shall be applied in accordance herewith.

     Section 1.9.     Extension of Liquidity Termination Date. 
The Seller may advise the Liquidity Providers and the Enhancer in
writing of its desire to extend the Liquidity Termination Date
for an additional 364 days, provided (i) such request is made not
more than 120 days prior to, and not less than 90 days prior to,
the Liquidity Termination Date, and (ii) not more than one such
request for the extension of the Liquidity Termination Date may
be made in any one calendar year and (iii) in no event shall the
Liquidity Termination Date be extended beyond December 11, 2003. 
In the event that the Liquidity Providers and the Enhancer are
agreeable to such extension, the Agent shall so notify the Seller
in writing (it being understood that the Liquidity Providers and
the Enhancer may accept or decline such a request in their sole
discretion and on such terms as they may elect) not less than 45
days prior to the Liquidity Termination Date and the Seller and
the Liquidity Providers and the Enhancer shall enter into such
documents as the Liquidity Providers and the Enhancer may deem
necessary or appropriate to reflect such extension, and all
reasonable costs and expenses incurred by the Liquidity Providers
and the Enhancer in connection therewith (including reasonable
attorneys' fees) shall be paid by the Seller.  The Liquidity
Providers or the Enhancer shall be deemed to have refused to
grant the requested extension in the event the Agent shall fail
to so notify the Seller of their agreement to such an extension.  

                        Article II
            Sales to and from Windmill; Allocations

     Section 2.1.     Required Purchases from Windmill. 
(a) Windmill may, at any time, and on the earlier of the Windmill
Termination Date and 10 Business Days following the Agent and
Windmill learning of a continuing Termination Event, Windmill
shall, sell to the Committed Purchasers any percentage designated
by Windmill of Windmill's Investment and its related Windmill
Settlement (each, a "Put").  If the Put occurs due to the
Windmill Termination Date or a Termination Event, the designated
percentage shall be 100% or such lesser percentage as is
necessary to obtain the maximum available Purchase Price from
each Committed Purchaser.  Immediately upon notice of a Put from
Windmill to the Agent, the Agent shall deliver to each Purchaser
a notification of assignment in substantially the form of
Exhibit B, and each Committed Purchaser shall purchase from
Windmill its Purchase Percentage of Windmill's Investment and
related Windmill Settlement by transferring to the Agent's
Account an amount equal to such Purchaser's Purchase Price by not
later than 1:00 p.m. (Chicago time) on the date such funds are
requested; provided, however, that the Enhancer may exchange for
part or all of the Purchase Price payable by it an equal amount
of the Program Unreimbursed Draw Amount.

     (b)     If a Liquidity Provider fails to transfer to the
Agent its full Purchase Price when required by Section 2.1(a)
(the aggregate amount not made available to the Agent by each
such Liquidity Provider being the "Unpaid Amount"), then, upon
notice from the Agent by not later than 1:15 p.m. (Chicago time),
each Liquidity Provider not owing an Unpaid Amount shall transfer
to the Agent's Account, by not later than 1:45 p.m. (Chicago
time), an amount equal to the lesser of such Liquidity Provider's
proportionate share (based on its Commitment divided by the
Commitments of all Liquidity Providers that have not so failed to
pay their full Purchase Price) of the Unpaid Amount and its
Unused Commitment.  If the Agent does not then receive the Unpaid
Amount in full, upon notice from the Agent by not later than
2:00 p.m. (Chicago time) on such day, each Liquidity Provider
that has not failed to fund any part of its obligations on such
day under this Section 2.1 shall pay to the Agent, by not later
than 2:30 p.m. (Chicago time), its proportionate share
(determined as described above) of the amount of such remaining
deficiency up to the amount of its Unused Commitment.  Any
Liquidity Provider that fails to make a payment under this
Section 2.1 on the date of a Put shall pay on demand to each
other Liquidity Provider that makes a payment under this
subsection (b) the amount paid by it to cover such failure,
together with interest thereon, for each day from the date such
payment was made until the date such other Liquidity Provider has
been paid such amount in full, at a rate per annum equal to the
Federal Funds Rate plus two percent (2%) per annum.  In addition,
without prejudice to any other rights Windmill may have under
applicable law, any Liquidity Provider that has failed to
transfer to the Agent under Section 2.1(a) its full Purchase
Price shall pay on demand to Windmill the difference between such
unpaid Purchase Price and the amount paid by other Liquidity
Providers or the Agent to cover such failure, together with
interest thereon, for each day from the date such Purchase Price
was due until the date paid, at a rate per annum equal to the
Federal Funds Rate plus two percent (2%) per annum.  

     (c)     Any portion of Windmill's Investment and related
Windmill Settlement purchased by a Committed Purchaser (including
any purchased under Section 2.1(b) in fulfillment of another
Liquidity Provider's obligation unless such purchase is
reimbursed in full, with interest, by such other Liquidity
Provider under Section 2.1(b)) shall be considered part of such
Purchaser's Investment and related Windmill Settlement from the
date of the relevant Put.  Each such sale by Windmill to a
Committed Purchaser shall be without recourse, representation or
warranty except for the representation and warranty that such
Investment and related amounts are being sold by Windmill free
and clear of any Adverse Claim created or granted by Windmill. 
Immediately upon any purchase by the Committed Purchasers of any
portion of Windmill's Investment, the Seller shall pay to the
Agent (for the ratable benefit of such Purchasers) an amount
equal to the sum of the Assigned Windmill Settlement and the
amount calculated for all such Purchasers pursuant to clause (b)
of the definition of Purchase Price.

     (d)     The proceeds from each Put received by Windmill
(other than amounts described in clauses (b)(ii) and (iii) of the
definition of Purchase Price), shall be transferred into the
Special Transaction Subaccount and used solely to pay that
portion of the outstanding commercial paper of Windmill issued to
fund or maintain the Investment of Windmill so transferred. 
Until used to pay CP Notes, all proceeds of any Put pursuant to
this Section shall be invested in Permitted Investments.  All
earnings on such Permitted Investments shall be promptly remitted
to the Seller.  

     (e)     The obligation of each Committed Purchaser to make
any purchase from Windmill pursuant to this Section 2.1 shall be
several, not joint, and shall be absolute and unconditional;
provided, however, that no Committed Purchaser shall have any
obligation to make such a purchase at a time that (i) Windmill
shall have voluntarily commenced any proceeding or filed any
petition under any bankruptcy, insolvency or similar law seeking
the dissolution, liquidation or reorganization of Windmill or
(ii) involuntary proceedings or an involuntary petition shall
have been commenced or filed against Windmill under any
bankruptcy, insolvency or similar law seeking the dissolution,
liquidation or reorganization of Windmill and such proceeding or
petition shall not have been dismissed or stayed for a period of
thirty (30) days, or any of the actions sought in such proceeding
or petition (including the entry of an order for relief against,
or the appointment of a receiver, trustee, custodian or other
similar official for, Windmill or for any substantial part of
Windmill's property) shall occur.
  
     Section 2.2.     Purchases by Windmill.  If the Seller
requests an increase in Windmill's Investment when any Committed
Purchaser has any outstanding Investment, Windmill shall
determine the amount, if any, by which it desires to increase its
Investment (the "Desired Increase") and shall so notify the
Agent.  Such request may only be made at the end of a Tranche
Period.  If Windmill has a Desired Increase, the Agent shall
deliver to the Committed Purchasers a notification of assignment
in substantially the form of Exhibit C and, before purchasing any
additional Investment from the Seller, Windmill shall purchase in
full the Investment of the Committed Purchasers, at a purchase
price equal to such Investment plus accrued and unpaid Discount
thereon.  If the Desired Increase is less than the sum of the
total Investment of the Committed Purchasers and accrued
Discount, Windmill shall purchase a ratable portion of each
Liquidity Provider's Investment and only after all such
Investment and accrued Discount thereon is purchased may Windmill
purchase Investment of the Enhancer and Discount thereon.  Any
sale from any Committed Purchaser to Windmill pursuant to this
Section 2.2 shall be without recourse, representation or warranty
except for the representation and warranty that the Investment
sold by such Purchaser is free and clear of any Adverse Claim
created or granted by such Purchaser and that such Purchaser has
not suffered a Bankruptcy Event.  

     Section 2.3.     Allocations and Distributions. 
     (a)     Windmill Termination and Non-Reinvestment Periods. 
Before the Liquidity Termination Date unless an Interim
Liquidation is in effect, on each day during a period that
Windmill is not making Reinvestment Purchases (as established
under Section 1.1(d)) and at all times on and after the Windmill
Termination Date, the Collection Agent (i) shall set aside and
hold solely for the benefit of Windmill (or deliver to the Agent,
if so instructed pursuant to Section 3.2(a)) Windmill's Purchase
Interest in all Collections received on such day and (ii) shall
distribute on the last day of each CP Tranche Period to the Agent
(for the benefit of Windmill) the amounts so set aside up to the
amount of Windmill's Investment allocated to such Tranche Period
and, to the extent not already paid in full, all Discount thereon
and all other amounts then due from the Seller in connection with
such Investment and Tranche Period.  The Sold Interest, and each
Purchaser's Purchase Interest, shall be recalculated to give
effect to any application of any portion of the Sold Interest in
Collections to pay Discount or other amounts (except Investment)
under this Section 2.3(a), and the Seller shall comply with
Section 1.5(a) after such recalculation.

     (b)     Liquidity Termination Date and Interim Liquidations. 
On each day on and after the Liquidity Termination Date, and
during any Interim Liquidation, the Collection Agent shall set
aside and hold solely for the account of the Agent, for the
benefit of the Purchasers, (or deliver to the Agent, if so
instructed pursuant to Section 3.2(a)) the Sold Interest in all
Collections received on such day and such Collections shall be
allocated as follows:

          (i)     first, only so long as (A) the sum of the
Matured Value of the Windmill Investment, the Matured Value of
the Liquidity Provider Investment, and the Enhancer Investment is
less than (B)  the product of the Sold Interest (or, if less,
100%) multiplied by the Eligible Receivables Balance, to the
payment of all Discount then due and not paid to the Enhancer;
          (ii)     second, to Windmill and to the Liquidity
Providers (ratably, based on the Matured Value of their
Investments) until all Investment of, and Discount due but not
already paid to, the Liquidity Providers and Windmill has been
paid in full;

          (iii)     third, to the Enhancer until all Investment
of, and Discount due but not already paid to, the Enhancer has
been paid in full;

          (iv)     fourth, to the Purchasers until all other
amounts owed to the Purchasers have been paid in full;

          (v)     fifth, to the Agent until all amounts owed to
the Agent have been paid in full;

          (vi)     sixth, to any other Person to whom any amounts
are owed under the Transaction Documents until all such amounts
have been paid in full; and

          (vii)     seventh, to the Seller (or as otherwise
required by applicable law).

Unless an Interim Liquidation has ended by such date (in which
case Reinvestment Purchases shall resume to the extent provided
in Section 1.1(d)), on the last day of each Tranche Period
(unless otherwise instructed by the Agent pursuant to
Section 3.2(a)), the Collection Agent shall deposit into the
Agent's Account, from such set aside Collections, all amounts
allocated to such Tranche Period and all Tranche Periods that
ended before such date, due in accordance with the priorities in
clauses (i)-(iii) above.  No distributions shall be made to pay
amounts under clauses (iv) - (vii) until sufficient Collections
have been set aside to pay all amounts described in clauses (i) -
(iii) that may become payable for all outstanding Tranche
Periods.  All distributions by the Agent shall be made ratably
within each priority level in accordance with the respective
amounts then due each Person included in such level unless
otherwise agreed by the Agent and all Purchasers.  As provided in
Section 1.4(c) all Discount and other amounts payable hereunder
other than Investment are payable by the Seller.  If any part of
the Sold Interest in any Collections is applied to pay any such
amounts pursuant to this Section 2.3(b), the Seller shall pay to
the Collection Agent the amount so applied for distribution as
part of the Sold Interest in Collections.

                         Article III
                 Administration and Collections

     Section 3.1.     Appointment of Collection Agent.  (a) The
servicing, administering and collecting of the Receivables shall
be conducted by a Person (the "Collection Agent") designated to
so act on behalf of the Purchasers under this Article III.  As
the Initial Collection Agent, the Parent is hereby designated as,
and agrees to perform the duties and obligations of, the
Collection Agent.  The Parent acknowledges that the Agent and
each Purchaser have relied on the Parent's agreement to act as
Collection Agent (and the agreement of any of the sub-collection
agents to so act) in making the decision to execute and deliver
this Agreement and agrees that it will not voluntarily resign as
Collection Agent.  At any time after the occurrence of a
Collection Agent Replacement Event, the Agent may designate a new
Collection Agent to succeed the Parent (or any successor
Collection Agent).

     (b)     The Parent may, and if requested by the Agent shall,
delegate its duties and obligations as Collection Agent to an
Affiliate (acting as a sub-collection agent).  Notwithstanding
such delegation, the Parent shall remain primarily liable for the
performance of the duties and obligations so delegated, and the
Agent and each Purchaser shall have the right to look solely to
the Parent for such performance.  The Agent may at any time after
the occurrence of a Collection Agent Replacement Event remove or
replace any sub-collection agent.

     (c)     If replaced, the Collection Agent agrees it will
terminate, and will cause each existing sub-collection agent to
terminate, its collection activities in a manner requested by the
Agent to facilitate the transition to a new Collection Agent. 
The Collection Agent shall cooperate with and assist any new
Collection Agent (including providing access to, and
transferring, all Records and allowing the new Collection Agent
to use all licenses, hardware or software necessary or desirable
to collect the Receivables).  The Parent irrevocably agrees to
act (if requested to do so) as the data-processing agent for any
new Collection Agent in substantially the same manner as the
Parent conducted such data-processing functions while it acted as
the Collection Agent; provided, however, that the Parent receives
a then market rate compensation for providing such services.

     Section 3.2.     Duties of Collection Agent.  (a) The
Collection Agent shall take, or cause to be taken, all action
necessary or advisable to collect each Receivable in accordance
with this Agreement, the Credit and Collection Policy and all
applicable laws, rules and regulations using the skill and
attention the Collection Agent exercises in collecting other
receivables or obligations owed solely to it.  The Collection
Agent shall, in accordance herewith, set aside all Collections to
which a Purchaser is entitled.  If so instructed by the Agent,
the Collection Agent shall transfer to the Agent the amount of
Collections to which the Agent and the Purchasers are entitled by
the Business Day following receipt and identification thereof. 
Each party hereto hereby appoints the Collection Agent to enforce
such Person's rights and interests in the Receivables, but
(notwithstanding any other provision in any Transaction Document)
the Agent shall at all times after the occurrence of a Collection
Agent Replacement Event have the sole right to direct the
Collection Agent to commence or settle any legal action to
enforce collection of any Receivable.

     (b)     If no Termination Event exists and the Collection
Agent determines that such action is appropriate in order to
maximize the Collections, the Collection Agent may, in accordance
with the Credit and Collection Policy, extend the maturity of any
Receivable (but no such extension shall be for a period more than
thirty (30) days) or adjust the outstanding balance of any
Receivable.  Any such extension or adjustment shall not alter the
status of a Receivable as a Defaulted Receivable or Delinquent
Receivable or limit any rights of the Agent or the Purchasers
hereunder.  If a Termination Event exists, the Collection Agent
may make such extensions or adjustments only with the prior
consent of the Instructing Group.

     (c)     The Collection Agent shall turn over to the Seller
(i) any percentage of Collections in excess of the Sold Interest,
less all reasonable third party out-of-pocket costs and expenses
of the Collection Agent for collecting the Receivables and
(ii) subject to Section 1.5(d), the collections and records for
any indebtedness owed to the Seller that is not a Receivable. 
The Collection Agent shall have no obligation to remit any such
funds or records to the Seller until the Collection Agent
receives evidence (satisfactory to the Agent) that the Seller is
entitled to such items.  The Collection Agent has no obligations
concerning indebtedness that is not a Receivable other than to
deliver the collections and records for such indebtedness to the
Seller when required by this Section 3.2(c).

     Section 3.3.     Reports.  On or before the twentieth day of
each month, the Collection Agent shall deliver to the Agent a
report reflecting information as of the close of business of the
Collection Agent for the immediately preceding calendar month or
such other preceding period as is requested (each a "Periodic
Report"), containing the information described on Exhibit D1
(with such modifications or additional information as requested
by the Agent or the Instructing Group); provided, however, that
in the event the senior unsecured long-term debt of the Parent is
rated (i) less than BB- by S&P or (ii) less than Ba3 by Moody's
(or either such rating is suspended or withdrawn) then the
Collection Agent shall deliver a report containing the
information described on Exhibit D2 to the Agent on each Business
Day.

     Section 3.4.     Lock-Box Arrangements.  The Agent is hereby
authorized to give notice at any time after the occurrence of a
Collection Agent Replacement Event to any or all Lock-Box Banks
that the Agent is exercising its rights under the Lock-Box
Letters and to take all actions permitted under the Lock-Box
Letters.  The Seller agrees to take any action requested by the
Agent to facilitate the foregoing.  After the Agent takes any
such action under the Lock-Box Letters, the Seller shall
immediately deliver to the Agent any Collections received by the
Seller.  If the Agent takes control of any Lock-Box Account, the
Agent shall distribute Collections it receives in accordance
herewith and shall deliver to the Collection Agent, for
distribution under Section 3.2, all other amounts it receives
from such Lock-Box Account.

     Section 3.5.     Enforcement Rights.  (a) The Agent may, at
any time after the occurrence of a Collection Agent Replacement
Event, direct the Obligors and the Lock-Box Banks to make all
payments on the Receivables directly to the Agent or its
designee.  The Agent may, and the Seller shall at the Agent's
request, withhold the identity of the Purchasers from the
Obligors and Lock-Box Banks.  Upon the Agent's request after the
occurrence of a Collection Agent Replacement Event, the Seller
(at the Seller's expense) shall (i) give notice to each Obligor
of the Agent's ownership of the Sold Interest and direct that
payments on Receivables be made directly to the Agent or its
designee, (ii) assemble for the Agent all Records and collateral
security for the Receivables and transfer to the Agent (or its
designee), or license to the Agent (or its designee) the use of,
all software then used by the Collection Agent to collect the
Receivables and (iii) segregate in a manner acceptable to the
Agent all Collections the Seller receives and, promptly upon
receipt, remit such Collections in the form received, duly
endorsed or with duly executed instruments of transfer, to the
Agent or its designee.

     (b)     After the occurrence of a Collection Agent
Replacement Event, Seller hereby irrevocably appoints the Agent
as its attorney-in-fact coupled with an interest, with full power
of substitution and with full authority in the place of the
Seller, to take any and all steps deemed desirable by the Agent,
in the name and on behalf of the Seller to (i) collect any
amounts due under any Receivable, including endorsing the name of
the Seller on checks and other instruments representing
Collections and enforcing such Receivables, and (ii) exercise any
and all of the Seller's rights and remedies under each Purchase
Agreement.  The Agent's powers under this Section 3.5(b) shall
not subject the Agent to any liability if any action taken by it
(except for any action taken pursuant thereto that constitutes
gross negligence or willful misconduct) proves to be inadequate
or invalid, nor shall such powers confer any obligation
whatsoever upon the Agent.

     (c)     Neither the Agent nor any Purchaser shall have any
obligation to take or consent to any action to realize upon any
Receivable or to enforce any rights or remedies related thereto.

     Section 3.6.     Collection Agent Fee.  On or before the
twentieth day of each calendar month, the Seller shall pay to the
Collection Agent a fee for the immediately preceding calendar
month as compensation for its services (the "Collection Agent
Fee") equal to (a) at all times the Parent or an Affiliate of any
Crompton & Knowles Entity is the Collection Agent, such
consideration as is acceptable to it, the receipt and sufficiency
of which is hereby acknowledged, and (b) at all times any other
Person is the Collection Agent, a reasonable amount agreed upon
by the Agent and the new Collection Agent on an arm'slength basis
reflecting rates and terms prevailing in the market at such time. 
The Collection Agent may only apply to payment of the Collection
Agent Fee the portion of the Collections in excess of the Sold
Interest or Collections that fund Reinvestment Purchases.  The
Agent may, with the consent of the Instructing Group, pay the
Collection Agent Fee to the Collection Agent from the Sold
Interest in Collections.  The Seller shall be obligated to
reimburse any such payment to the extent required by Section 1.5
or 2.3.

     Section 3.7.     Responsibilities of the Seller.  The Seller
shall, or shall cause each Originator to, pay when due all Taxes
payable in connection with the Receivables or their creation or
satisfaction.  The Seller shall, and shall cause each Originator
to, perform all of its obligations under agreements related to
the Receivables to the same extent as if interests in the
Receivables had not been transferred hereunder or, in the case of
each Originator, under each Purchase Agreement.  The Agent's or
any Purchaser's exercise of any rights hereunder shall not
relieve the Seller or any Originator from such obligations. 
Neither the Agent nor any Purchaser shall have any obligation to
perform any obligation of the Seller or of any Originator or any
other obligation or liability in connection with the Receivables.

     Section 3.8.     Actions by Seller.  The Seller shall defend
and indemnify the Agent and each Purchaser against all costs,
expenses, claims and liabilities for any action taken by the
Seller, any Originator or any other Affiliate of the Seller or of
such Originator (whether acting as Collection Agent or otherwise)
related to any Receivable (other than with respect to the credit
risk of an Obligor and for which reimbursement would constitute
recourse for uncollectible Receivables), or arising out of any
alleged failure of compliance of any Receivable with the
provisions of any law or regulation.  If any goods related to a
Receivable are repossessed, the Seller agrees to resell, or to
have the applicable Originator or another Affiliate resell, such
goods in a commercially reasonable manner for the account of the
Agent and remit, or have remitted, to the Agent the Purchasers'
share in the gross sale proceeds thereof net of any out-of-pocket
expenses and any equity of redemption of the Obligor thereon. 
Any such moneys collected by the Seller or the applicable
Originator or other Affiliate of the Seller pursuant to this
Section 3.8 shall be segregated and held in trust for the Agent
and remitted to the Agent's Account within two Business Days of
receipt as part of the Sold Interest in Collections for
application as provided herein.

     Section 3.9.     Indemnities by the Collection Agent. 
Without limiting any other rights any Person may have hereunder
or under applicable law, the Collection Agent hereby indemnifies
and holds harmless the Agent and each Purchaser and their
respective officers, directors, agents and employees (each an
"Indemnified Party") from and against any and all damages,
losses, claims, liabilities, penalties, Taxes, costs and expenses
(including attorneys' fees and court costs) (all of the foregoing
collectively, the "Indemnified Losses") at any time imposed on or
incurred by any Indemnified Party arising out of or otherwise
relating to:

          (i)     any written representation or warranty made by
the Collection Agent (or any employee or agent of the Collection
Agent) in this Agreement, any other Transaction Document, any
Periodic Report or any other information or report delivered by
the Collection Agent pursuant hereto, which shall have been false
or incorrect in any material respect when made;

          (ii)     the failure by the Collection Agent to comply
with any applicable law, rule or regulation related to any
Receivable, or the nonconformity of any Receivable with any such
applicable law, rule or regulation;

          (iii)     any loss of a perfected security interest (or
in the priority of such security interest) as a result of any
commingling by the Collection Agent of funds to which the Agent
or any Purchaser is entitled hereunder with any other funds; or

          (iv)     any failure of the Collection Agent, to
perform its duties or obligations in accordance with the
provisions of this Agreement or any other Transaction Document to
which the Collection Agent is a party;
 
whether arising by reason of the acts to be performed by the
Collection Agent hereunder or otherwise, excluding only
Indemnified Losses to the extent (a) such Indemnified Losses
resulted solely from negligence or willful misconduct of the
Indemnified Party seeking indemnification, (b) solely due to the
credit risk of the Obligor and for which reimbursement would
constitute recourse to the Collection Agent for uncollectible
Receivables, (c) such Indemnified Losses include Taxes on, or
measured by, the overall net income of the Agent or any Purchaser
computed in accordance with the Intended Tax Characterization, or
(d) the applicable Originator is the plaintiff and the
Indemnified Party is the defendant unless such Indemnified Party
prevails in such legal action; provided, however, that nothing
contained in this sentence shall limit the liability of the
Collection Agent or limit the recourse of the Agent and each
Purchaser to the Collection Agent for any amounts otherwise
specifically provided to be paid by the Collection Agent
hereunder.

                          Article IV
                Representations and Warranties

     Section 4.1.     Representations and Warranties.  The Seller
represents and warrants to the Agent and each Purchaser that:

          (a)     Corporate Existence and Power.  Each of the
Seller and each Crompton & Knowles Entity is a corporation duly
organized, validly existing and in good standing under the laws
of its state of incorporation and has all corporate power and
authority and all governmental licenses, authorizations, consents
and approvals required to carry on its business in each
jurisdiction in which its business is now conducted, except where
failure to obtain such license, authorization, consent or
approval would not have a material adverse effect on (i) its
ability to perform its obligations under, or the enforceability
of, any Transaction Document, (ii) its business or financial
condition, (iii) the interests of the Agent or any Purchaser
under any Transaction Document or (iv) the enforceability or
collectibility of any Receivable.

          (b)     Corporate Authorization and No Contravention. 
The execution, delivery and performance by each of the Seller and
each Crompton & Knowles Entity of each Transaction Document to
which it is a party (i) are within its corporate powers,
(ii) have been duly authorized by all necessary corporate action,
(iii) do not contravene or constitute a default under (A) any
applicable law, rule or regulation, (B) its or any Subsidiary's
charter or by-laws or (C) any agreement, order or other
instrument to which it or any Subsidiary is a party or its
property is subject and (iv) will not result in any Adverse Claim
on any Receivable or Collection or give cause for the
acceleration of any indebtedness of the Seller, any Crompton &
Knowles Entity or any Subsidiary.

          (c)     No Consent Required.  No approval,
authorization or other action by, or filings with, any
Governmental Authority or other Person is required in connection
with the execution, delivery and performance by the Seller or any
Crompton & Knowles Entity of any Transaction Document or any
transaction contemplated thereby.

          (d)     Binding Effect.  Each Transaction Document to
which the Seller or any Crompton & Knowles Entity is a party
constitutes the legal, valid and binding obligation of such
Person enforceable against that Person in accordance with its
terms, except as limited by bankruptcy, insolvency, or other
similar laws of general application relating to or affecting the
enforcement of creditors' rights generally and subject to general
principles of equity.

          (e)     Perfection of Ownership Interest.  Immediately
preceding its sale of Receivables to the Seller, each Originator
was the owner of, and effectively sold, such Receivables to the
Seller, free and clear of any Adverse Claim.  The Seller owns the
Receivables free of any Adverse Claim other than the interests of
the Purchasers (through the Agent) therein that are created
hereby, and each Purchaser shall at all times have a valid
undivided percentage ownership interest, which shall be a first
priority perfected security interest for purposes of Article 9 of
the applicable Uniform Commercial Code, in the Receivables and
Collections (subject to, in the case of Collections, the
limitations on perfection of a security interest in proceeds set
forth in the applicable Uniform Commercial Code) to the extent of
its Purchase Interest then in effect.

           (f)     Accuracy of Information.  All information
furnished by the Seller, any Crompton & Knowles Entity or any
Affiliate of any such Person to the Agent or any Purchaser in
connection with any Transaction Document, or any transaction
contemplated thereby, is true and accurate in all material
respects (and is not incomplete by omitting any information
necessary to prevent such information from being materially
misleading), in each case on the date the statement was made and
in light of the circumstances under which the statements were
made or the information was furnished.

           (g)     No Actions, Suits.  There are no actions,
suits or other proceedings (including matters relating to
environmental liability) pending or threatened against or
affecting the Seller, any Crompton & Knowles Entity or any
Subsidiary, or any of their respective properties, that (i) if
adversely determined (individually or in the aggregate), may have
a material adverse effect on the financial condition of the
Seller, any Crompton & Knowles Entity or any Subsidiary or on the
collectibility of the Receivables or (ii) involve any Transaction
Document or any transaction contemplated thereby.  None of the
Seller, any Crompton & Knowles Entity or any Subsidiary is in
default of any contractual obligation or in violation of any
order, rule or regulation of any Governmental Authority, which
default or violation may have a material adverse effect upon 
(i) the financial condition of the Seller, the Crompton & Knowles
Entities and the Subsidiaries taken as a whole or (ii) the
collectibility of the Receivables.

          (h)     No Material Adverse Change.  Since December 31,
1997, there has been no material adverse change in the
collectibility of the Receivables or the Seller's, any Crompton &
Knowles Entity's or any Subsidiary's (i) financial condition or
(ii) ability to perform its obligations under any Transaction
Document.

          (i)     Accuracy of Exhibits; Lock-Box Arrangements. 
All information on Exhibits E-G (listing offices and names of the
Seller and each Originator and where they maintain Records; the
Subsidiaries; and Lock Boxes) is true and complete, subject to
any changes permitted by, and notified to the Agent in accordance
with, Article V.  The Seller has delivered a copy of all Lock-Box
Agreements to the Agent.  The Seller has not granted any interest
in any Lock-Box or Lock-Box Account to any Person other than the
Agent and, upon delivery to a Lock-Box Bank of the related
Lock-Box Letter, the Agent will have exclusive ownership and
control of the Lock-Box Account at such Lock-Box Bank.

          (j)     Sales by each Originator.  Each sale by each
Originator to the Seller of an interest in Receivables and their
Collections has been made in accordance with the terms of the
applicable Purchase Agreement, including the payment by the
Seller to each Originator of the purchase price described in such
Purchase Agreement.  Each such sale has been made for "reasonably
equivalent value" (as such term is used in Section 548 of the
Bankruptcy Code) and not for or on account of "antecedent debt"
(as such term is used in Section 547 of the Bankruptcy Code) owed
by such Originator to the Seller.

          (k)     Year 2000 Problem.  Each of the Seller and each
Crompton & Knowles Entity has reviewed the areas within its
business and operations which could be adversely affected by, and
have developed or are developing a program to address on a timely
basis, the "Year 2000 Problem" (that is, the risk that computer
applications used by such Person and its Subsidiaries may be
unable to recognize and perform properly date-sensitive functions
involving certain dates prior to and any date on or after
December 31, 1999), and have made related appropriate inquiry of
material suppliers and vendors.  Based on such review and
program, such Person believes that the "Year 2000 Problem" will
not have a material adverse effect on such Person.
          
                            Article V
                            Covenants

     Section 5.1.     Covenants of the Seller.  The Seller hereby
covenants and agrees to comply with the following covenants and
agreements, unless the Agent (with the consent of the Instructing
Group) shall otherwise consent:

     (a)     Financial Reporting.  The Seller will, and will
cause each Crompton & Knowles Entity and each Subsidiary to,
maintain a system of accounting established and administered in
accordance with GAAP and will furnish to the Agent and each
Purchaser:

           (i)     Annual Financial Statements.  Within 95 days
after each fiscal year of (A) the Parent copies of the Parent's
consolidated annual audited financial statements (including a
consolidated balance sheet, consolidated statement of income and
retained earnings and statement of cash flows, with related
footnotes) certified by a "Big 5" accounting firm or other firm
of independent certified public accountants satisfactory to the
Agent and prepared on a consolidated basis in conformity with
GAAP, and (B) each of the Seller and each Originator the annual
balance sheet for such Person (and, additionally for the Seller,
an annual profit and loss statement) certified by a Designated
Financial Officer thereof, in each case prepared on a
consolidated basis in conformity with GAAP as of the close of
such fiscal year for the year then ended;

          (ii)     Quarterly Financial Statements.  Within
50 days after each (except the last) fiscal quarter of each
fiscal year of (A) the Parent, copies of its unaudited financial
statements (including at least a consolidated balance sheet as of
the close of such quarter and statements of earnings and sources
and applications of funds for the period from the beginning of
the fiscal year to the close of such quarter) certified by a
Designated Financial Officer and prepared in a manner consistent
with the financial statements described in part (A) of clause (i)
of this Section 5.l(a) and (B) each of the Seller and each
Originator, the quarterly balance sheet for such Person (and,
additionally for the Seller, a profit and loss statement) for the
period from the beginning of such fiscal year to the close of
such quarter, in each case certified by a Designated Financial
Officer thereof and prepared in a manner consistent with part (B)
of clause (i) of Section 5.1(a);

          (iii)     Officer's Certificate.  Each time financial
statements are furnished pursuant to clause (i) or (ii) of
Section 5.1(a), a compliance certificate (in substantially the
form of Exhibit I) signed by a Designated Financial Officer,
dated the date of such financial statements;

          (iv)     Public Reports.  Promptly upon becoming
available, a copy of each report or proxy statement filed by the
Parent with the Securities Exchange Commission or any securities
exchange;

          (v)     Crompton & Knowles Credit Agreement
Certificate.  When delivered to the banks party to the Crompton &
Knowles Credit Agreement, a copy of the certificates and
schedules described in Sections 5.03(b)(i) and (ii) and
5.03(c)(i) and (ii) of the Crompton & Knowles Credit Agreement;
and

          (vi)     Other Information.  With reasonable
promptness, such other information (including non-financial
information) as may be requested by the Agent or any Purchaser
(with a copy of such request to the Agent).

     (b)     Notices.  Immediately upon becoming aware of any of
the following the Seller will notify the Agent and provide a
description of:

          (i)     Potential Termination Events.  The occurrence
of any Potential Termination Event;

          (ii)     Representations and Warranties.  The failure
of any representation or warranty herein to be true (when made or
at any time thereafter) in any material respect;

          (iii)     Downgrading.  The downgrading, withdrawal or
suspension of any rating by any rating agency of any indebtedness
of the Seller;

          (iv)     Litigation.  The institution of any
litigation, arbitration proceeding or governmental proceeding
reasonably likely to be material to the Seller, any Subsidiary or
the collectibility or quality of the Receivables;

          (v)     Judgments.  The entry of any judgment or decree
against the Seller, any Crompton & Knowles Entity or any
Subsidiary if the aggregate amount of all judgments then
outstanding against the Seller, the Crompton & Knowles Entities
and the Subsidiaries exceeds $1,000,000; or

          (vi)     Changes in Business.  Any change in, or
proposed change in, the character of the Seller's or any
Originator's business that could impair the collectibility or
quality of any Receivable.

If the Agent receives such a notice, the Agent shall promptly
give notice thereof to each Purchaser and, until Windmill has no
Investment after the Windmill Termination Date, to each CP Dealer
and each Rating Agency.

     (c)     Conduct of Business.  The Seller will perform, and
will cause each Crompton & Knowles Entity and Subsidiary to
perform, all actions necessary to remain duly incorporated,
validly existing and in good standing in its jurisdiction of
incorporation and to maintain all requisite authority to conduct
its business in each jurisdiction in which it conducts business.

     (d)     Compliance with Laws.  The Seller will comply, and
will cause each Crompton & Knowles Entity and Subsidiary to
comply, with all laws, regulations, judgments and other
directions or orders imposed by any Governmental Authority to
which such Person or any Receivable or Collection may be subject.

     (e)     Furnishing Information and Inspection of Records. 
The Seller will furnish to the Agent and the Purchasers such
information concerning the Receivables as the Agent or a
Purchaser may reasonably request.  The Seller will, and will
cause each Originator to, permit, at any time during regular
business hours, the Agent or any Purchaser (or any
representatives thereof), once per year or at any time after the
occurrence of a Termination Event (at the expense of the Seller)
or at any other time (at the expense of the Agent or such
Purchaser (as applicable)) (i) to examine and make copies of all
Records, (ii) to visit the offices and properties of the Seller
for the purpose of examining the Records and (iii) to discuss
matters relating hereto with any of the Seller's or any
Originator's officers, directors, employees or independent public
accountants having knowledge of such matters.  Once a year, the
Agent may (at the expense of the Seller provided such expenses
are reasonable in amount) have an independent public accounting
firm conduct an audit of the Records or make test verifications
of the Receivables and Collections.

     (f)     Keeping Records.  (i) The Seller will, and will
cause each Originator to, have and maintain (A) administrative
and operating procedures (including an ability to recreate
Records if originals are destroyed), (B) adequate facilities,
personnel and equipment and (C) all Records and other information
necessary or advisable for collecting the Receivables (including
Records adequate to permit the immediate identification of each
new Receivable and all Collections of, and adjustments to, each
existing Receivable).  The Seller will give the Agent prior
notice of any material change in such administrative and
operating procedures.

          (ii)     The Seller will, (A) at all times from and
after the date hereof, clearly and conspicuously mark its
computer and master data processing books and records with a
legend describing the Agent's and the Purchasers' interest
therein and (B) upon the request of the Agent, so mark each
contract relating to a Receivable and deliver to the Agent all
such contracts (including all multiple originals of such
contracts), with any appropriate endorsement or assignment, or
segregate (from all other receivables then owned or being
serviced by the Seller) the Receivables and all contracts
relating to each Receivable and hold in trust and safely keep
such contracts so legended in separate filing cabinets or other
suitable containers at such locations as the Agent may specify.

     (g)     Perfection.  (i) The Seller will, and will cause
each Originator to, at its expense, promptly execute and deliver
all instruments and documents and take all action necessary or
requested by the Agent (including the execution and filing of
financing or continuation statements, amendments thereto or
assignments thereof) to enable the Agent to exercise and enforce
all its rights hereunder and to vest and maintain vested in the
Agent a valid, first priority perfected security interest in the
Receivables, the Collections, the Purchase Agreements, and
proceeds thereof free and clear of any Adverse Claim (and a
perfected ownership interest in the Receivables and Collections
to the extent of the Sold Interest).  The Agent will be permitted
to sign and file any continuation statements, amendments thereto
and assignments thereof without the Seller's signature.

           (ii)     The Seller will, and will cause each
Originator to, only change its name, identity or corporate
structure or relocate its chief executive office or the Records
following thirty (30) days advance notice to the Agent and the
delivery to the Agent of all financing statements, instruments
and other documents (including direction letters) requested by
the Agent.

          (iii)     The Seller and each Originator will at all
times maintain its chief executive offices within a jurisdiction
in the USA (other than in the states of Florida, Maryland and
Tennessee) in which Article 9 of the UCC is in effect.  If the
Seller or any Originator 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 or the Seller's
interests under the Purchase Agreements, the Seller will pay all
such amounts and any other costs and expenses incurred in order
to maintain the enforceability of the Transaction Documents, the
Sold Interest and the interests of the Agent and the Purchasers
in the Receivables and Collections.

     (h)     Performance of Duties.  The Seller will perform, and
will cause each Crompton & Knowles Entity and Subsidiary and the
Collection Agent (if an Affiliate) to perform, its respective
duties or obligations in accordance with the provisions of each
of the Transaction Documents.  The Seller (at its expense) will,
and will cause each Crompton & Knowles Entity to, (i) fully and
timely perform in all material respects all agreements required
to be observed by it in connection with each Receivable, (ii)
comply in all material respects with the Credit and Collection
Policy, and (iii) refrain from any action that may impair the
rights of the Agent or the Purchasers in the Receivables or
Collections.

     (i)     Payments on Receivables, Accounts.  The Seller will,
and will cause each Originator to, at all times instruct all
Obligors to deliver payments on the Receivables to a Lock-Box
Account.  If any such payments or other Collections are received
by the Seller or any Originator, it shall hold such payments in
trust for the benefit of the Agent and the Purchasers and
promptly (but in any event within two Business Days after receipt
and identification thereof) remit such funds into a Lock-Box
Account.  The Seller will cause each Lock-Box Bank to comply with
the terms of each applicable Lock-Box Letter.  The Seller will
not permit the funds of any Affiliate to be deposited into any
Lock-Box Account.  If such funds are nevertheless deposited into
any Lock-Box Account, the Seller will promptly identify such
funds for segregation.  The Seller will not, and will not permit
any Collection Agent or other Person to, commingle Collections or
other funds to which the Agent or any Purchaser is entitled with
any other funds.  The Seller shall only add, and shall only
permit an Originator to add, a Lock-Box Bank, Lock-Box, or
Lock-Box Account to those listed on Exhibit G if the Agent has
received notice of such addition, a copy of any new Lock-Box
Agreement and an executed and acknowledged copy of a Lock-Box
Letter substantially in the form of Exhibit H (with such changes
as are acceptable to the Agent) from any new Lock-Box Bank.  The
Seller shall only terminate a Lock-Box Bank or Lock-Box, or close
a Lock-Box Account, upon 30 days advance notice to the Agent.

     (j)     Sales and Adverse Claims Relating to Receivables. 
Except as otherwise provided herein, the Seller will not, and
will not permit any Originator to, (by operation of law or
otherwise) dispose of or otherwise transfer, or create or suffer
to exist any Adverse Claim upon, any receivable or any proceed
thereof.

     (k)     Extension or Amendment of Receivables.  Except as
otherwise permitted in Section 3.2(b) and then subject to
Section 1.5, the Seller will not, and will not permit each
Originator to, extend, amend, rescind or cancel any Receivable.

     (l)     Change in Business or Credit and Collection Policy. 
The Seller will not, and will not permit any Originator to, make
any material change in the character of its business or in its
Credit and Collection Policy.

     (m)     Accounting for Sale.  Except as provided in
Section 9.9, the Seller will not, and will not permit any
Crompton & Knowles Entity to, account for, or otherwise treat,
the transactions contemplated by the Transaction Documents other
than as a sale of Receivables or inconsistent with the Agent's
ownership interest in the Receivables and Collections.
     
                          Article VI
                        Indemnification

     Section 6.1.     Indemnities by the Seller.  Without
limiting any other rights any Person may have hereunder or under
applicable law, the Seller hereby indemnifies and holds harmless,
on an after-Tax basis, the Agent and each Purchaser and their
respective officers, directors, agents and employees (each an
"Indemnified Party") from and against any and all damages,
losses, claims, liabilities, penalties, Taxes, costs and expenses
(including attorneys' fees and court costs) (all of the foregoing
collectively, the "Indemnified Losses") at any time imposed on or
incurred by any Indemnified Party arising out of or otherwise
relating to any Transaction Document, the transactions
contemplated thereby or the acquisition of any portion of the
Sold Interest, or any action taken or omitted by any of the
Indemnified Parties (including any action taken by the Agent as
attorney-in-fact for the Seller pursuant to Section 3.5(b)),
whether arising by reason of the acts to be performed by the
Seller hereunder or otherwise, excluding only Indemnified Losses
to the extent (a) a final judgment of a court of competent
jurisdiction holds such Indemnified Losses resulted solely from
gross negligence or willful misconduct of the Indemnified Party
seeking indemnification, (b) solely due to the credit risk of the
Obligor and for which reimbursement would constitute recourse to
the Seller or the Collection Agent for uncollectible Receivables
or (c) such Indemnified Losses include Taxes on, or measured by,
the overall net income of the Agent or any Purchaser computed in
accordance with the Intended Tax Characterization; provided,
however, that nothing contained in this sentence shall limit the
liability of the Seller or the Collection Agent or limit the
recourse of the Agent and each Purchaser to the Seller or the
Collection Agent for any amounts otherwise specifically provided
to be paid by the Seller or the Collection Agent hereunder. 
Without limiting the foregoing indemnification, but subject to
the limitations set forth in clauses (a), (b) and (c) of the
previous sentence, the Seller shall indemnify each Indemnified
Party for Indemnified Losses (including losses in respect of
uncollectible Receivables, regardless for these specific matters
whether reimbursement therefor would constitute recourse to the
Seller or the Collection Agent) relating to or resulting from:

          (i)     any representation or warranty made by the
Seller, any Crompton & Knowles Entity or the Collection Agent (or
any employee or agent of the Seller, any Crompton & Knowles
Entity or the Collection Agent) under or in connection with this
Agreement, any Periodic Report or any other information or report
delivered by the Seller, any Crompton & Knowles Entity or the
Collection Agent pursuant hereto, which shall have been false or
incorrect in any material respect when made or deemed made;

          (ii)     the failure by the Seller, any Crompton &
Knowles Entity, or the Collection Agent to comply with any
applicable law, rule or regulation related to any Receivable, or
the nonconformity of any Receivable with any such applicable law,
rule or regulation;

          (iii)     the failure of the Seller to vest and
maintain vested in the Agent, for the benefit of the Purchasers,
a perfected ownership or security interest in the Sold Interest
and the property conveyed pursuant to Section 1.1(e) and
Section 1.8, free and clear of any Adverse Claim;

          (iv)     any commingling of funds to which the Agent or
any Purchaser is entitled hereunder with any other funds;

          (v)     any failure of a Lock-Box Bank to comply with
the terms of the applicable Lock-Box Letter;

          (vi)     any dispute, claim, offset or defense (other
than discharge in bankruptcy of the Obligor) of the Obligor to
the payment of any Receivable, or any other claim resulting from
the sale or lease of goods or the rendering of services related
to such Receivable or the furnishing or failure to furnish any
such goods or services or other similar claim or defense not
arising from the financial inability of any Obligor to pay
undisputed indebtedness;

          (vii)     any failure of the Seller or any Crompton &
Knowles Entity, or any Affiliate of any thereof, to perform its
duties or obligations in accordance with the provisions of this
Agreement or any other Transaction Document to which such Person
is a party (as a Collection Agent or otherwise);

          (viii)     any action taken by the Agent  as
attorney-in-fact for the Seller pursuant to Section 3.5(b); or

          (ix)     any environmental liability claim, products
liability claim or personal injury or property damage suit or
other similar or related claim or action of whatever sort,
arising out of or in connection with any Receivable or any other
suit, claim or action of whatever sort relating to any of the
Transaction Documents.

     Section 6.2.     Increased Cost and Reduced Return.  By way
of clarification, and not of limitation, of Section 6.1, if the
adoption of any applicable law, rule or regulation, or any change
therein, or any change in the interpretation or administration
thereof by any Governmental Authority charged with the
interpretation or administration thereof, or compliance by any
Windmill Funding Source, the Agent or any Purchaser
(collectively, the "Funding Parties") with any request or
directive (whether or not having the force of law) of any such
Governmental Authority (a "Regulatory Change") (a) subjects any
Funding Party to any charge or withholding on or in connection
with a Funding Agreement or this Agreement (collectively, the
"Funding Documents") or any Receivable, (b) changes the basis of
taxation of payments to any of the Funding Parties of any amounts
payable under any of the Funding Documents (except for changes in
the rate of Tax on the overall net income of such Funding Party),
(c) imposes, modifies or deems applicable any reserve,
assessment, insurance charge, special deposit or similar
requirement against assets of, deposits with or for the account
of, or any credit extended by, any of the Funding Parties,
(d) has the effect of reducing the rate of return on such Funding
Party's capital to a level below that which such Funding Party
could have achieved but for such adoption, change or compliance
(taking into consideration such Funding Party's policies
concerning capital adequacy) or (e) imposes any other condition,
and the result of any of the foregoing is (x) to impose a cost
on, or increase the cost to, any Funding Party of its commitment
under any Funding Document or of purchasing, maintaining or
funding any interest acquired under any Funding Document, (y) to
reduce the amount of any sum received or receivable by, or to
reduce the rate of return of, any Funding Party under any Funding
Document or (z) to require any payment calculated by reference to
the amount of interests held or amounts received by it hereunder,
then, upon demand by the Agent, the Seller shall pay to the Agent
for the account of the Person such additional amounts as will
compensate the Agent or such Purchaser (or, in the case of
Windmill, will enable Windmill to compensate any Windmill Funding
Source) for such increased cost or reduction.  Each Funding Party
agrees that on the occurrence of any event giving rise to the
operation of this Section 6.2 with respect to such Funding Party,
it will, if requested by the Seller, use reasonable efforts
(subject to overall policy considerations of such Funding Party)
to designate another office for any credit accommodation affected
by such event, provided that such designation is made on such
terms that such Funding Party and its office suffer no economic,
legal or regulatory disadvantage, with the object of avoiding the
consequence of the event giving rise to the operation of such
Section.

     Section 6.3.     Other Costs and Expenses.  Also by way of
clarification, and not of limitation, of Section 6.1, the Seller
shall pay to the Agent on demand all costs and expenses in
connection with (a) the preparation, execution, delivery and
administration (including amendments of any provision) of the
Transaction Documents, (b) the sale of the Sold Interest, (c) the
perfection of the Agent's rights in the Receivables and
Collections, (d) the enforcement by the Agent or the Purchasers
of the obligations of the Seller under the Transaction Documents
or of any Obligor under a Receivable and (e) the maintenance by
the Agent of the Lock-Boxes and Lock-Box Accounts, including
fees, costs and expenses of legal counsel for the Agent and
Windmill relating to any of the foregoing or to advising the
Agent, Windmill and any Windmill Funding Source about its rights
and remedies under any Transaction Document or any related
Funding Agreement and all costs and expenses (including counsel
fees and expenses) of the Agent, each Purchaser and each Windmill
Funding Source in connection with the enforcement of the
Transaction Documents or any Funding Agreement and in connection
with the administration of the Transaction Documents following a
Termination Event.  The Seller shall reimburse the Agent and
Windmill for the cost of the Agent's or Windmill's auditors
(which may be employees of such Person) auditing the books,
records and procedures of the Seller.  The Seller shall reimburse
Windmill for any amounts Windmill must pay to any Windmill
Funding Source pursuant to any Funding Agreement on account of
any Tax.  The Seller shall reimburse Windmill on demand for all
other costs and expenses incurred by Windmill or any shareholder
of Windmill in connection with the Transaction Documents or the
transactions contemplated thereby, including the cost of auditing
Windmill's books by certified public accountants, the cost of the
Ratings and the fees and out-of-pocket expenses of counsel of the
Agent, Windmill or any shareholder, or administrator, of Windmill
for advice relating to Windmill's operation.

     Section 6.4.     Withholding Taxes.  (a) All payments made
by the Seller hereunder shall be made without withholding for or
on account of any present or future taxes (other than overall net
income taxes on the recipient).  If any such withholding is so
required, the Seller shall make the withholding, pay the amount
withheld to the appropriate authority before penalties attach
thereto or interest accrues thereon and pay such additional
amount as may be necessary to ensure that the net amount actually
received by each Purchaser and the Agent free and clear of such
taxes (including such taxes on such additional amount) is equal
to the amount that Purchaser or the Agent (as the case may be)
would have received had such withholding not been made.  If the
Agent or any Purchaser pays any such taxes, penalties or interest
the Seller shall reimburse the Agent or such Purchaser for that
payment on demand.  If the Seller pays any such taxes, penalties
or interest, it shall deliver official tax receipts evidencing
that payment or certified copies thereof to the Purchaser or
Agent on whose account such withholding was made (with a copy to
the Agent if not the recipient of the original) on or before the
thirtieth day after payment.

     (b)     Before the first date on which any amount is payable
hereunder for the account of any Purchaser not incorporated under
the laws of the USA such Purchaser shall deliver to the Seller
and the Agent each two (2) duly completed copies of United States
Internal Revenue Service Form 1001 or 4224 (or successor
applicable form) certifying that such Purchaser is entitled to
receive payments hereunder without deduction or withholding of
any United States federal income taxes.  Each such Purchaser
shall replace or update such forms when necessary to maintain any
applicable exemption and as requested by the Agent or the Seller.

     Section 6.5.     Payments and Allocations.  If any Person
seeks compensation pursuant to this Article VI, such Person shall
deliver to the Seller and the Agent a certificate setting forth
the amount due to such Person, a description of the circumstance
giving rise thereto and the basis of the calculations of such
amount, which certificate shall be conclusive absent demonstrable
error.  The Seller shall pay to the Agent (for the account of
such Person) the amount shown as due on any such certificate
within 10 Business Days after receipt of the notice.
     
                        Article VII
                     Conditions Precedent

     Section 7.1.     Conditions to Closing.  This Agreement
shall become effective on the first date all conditions in this
Section 7.1 are satisfied.  On or before such date, the Seller
shall deliver to the Agent the following documents in form,
substance and quantity acceptable to the Agent:

          (a)     A certificate of the Secretary of each of the
Seller and each Crompton & Knowles Entity certifying (i) the
resolutions of the Seller's and each Crompton & Knowles Entity's
board of directors approving each Transaction Document to which
it is a party, (ii) the name, signature, and authority of each
officer who executes on the Seller's or any Crompton & Knowles
Entity's behalf a Transaction Document (on which certificate the
Agent and each Purchaser may conclusively rely until a revised
certificate is received), (iii) the Seller's and each Crompton &
Knowles Entity's certificate or articles of incorporation
certified by the Secretary of State of its state of
incorporation, (iv) a copy of the Seller's and each Crompton &
Knowles Entity's by-laws and (v) good standing certificates
issued by the Secretaries of State of each jurisdiction in which
the Seller or any Crompton & Knowles Entity is incorporated.

          (b)     All instruments and other documents required,
or deemed desirable by the Agent, to perfect the Agent's first
priority interest in the Receivables and Collections in all
appropriate jurisdictions.

          (c)     UCC search reports from all jurisdictions the
Agent requests.

          (d)     Executed copies of (i) all consents and
authorizations necessary in connection with the Transaction
Documents (ii) direction letters executed by the Seller and each
Originator authorizing the Agent to inspect and make copies from
the Seller's and each Originator's books and records with respect
to the Receivables maintained at any off-site data processing or
storage facilities, (iii) all Lock-Box Letters, (iv) a compliance
certificate in the form of Exhibit I covering the period ending
August 31, 1998, (v) a Periodic Report covering the month ended
August 31, 1998, and (vi) each Transaction Document.

          (e)     Favorable opinions of counsel to the Seller and
each Crompton & Knowles Entity (and, if requested by Windmill,
the Enhancer or any Liquidity Provider and then at the expense of
the Seller) covering such matters as Windmill or the Agent may
request.

          (f)     Such other approvals, opinions or documents as
the Agent or Windmill may request.

     Section 7.2.     Conditions to Each Purchase.  The
obligation of each Committed Purchaser to make any Purchase, and
the right of the Seller to request or accept any Purchase, are
subject to the conditions (and each Purchase shall evidence the
Seller's representation and warranty that clauses (a)-(e) of this
Section 7.2 have been satisfied) that on the date of such
Purchase before and after giving effect to the Purchase:

          (a)     no Potential Termination Event shall then exist
or shall occur as a result of the Purchase;

          (b)     the Liquidity Termination Date has not
occurred;

          (c)     after giving effect to the application of the
proceeds of such Purchase, (x) the outstanding Matured Aggregate
Investment would not exceed the Aggregate Commitment and (y) the
outstanding Aggregate Investment would not exceed the Purchase
Limit;

          (d)     the representations and warranties in
Section 4.1 are true and correct in all material respects on and
as of such date (except to the extent such representations and
warranties relate solely to an earlier date and then as of such
earlier date); and

          (e)     each of the Seller and each Crompton & Knowles
Entity is in full compliance with the Transaction Documents
(including all covenants and agreements in Article V).

Nothing in this Section 7.2 limits the obligations (including
those in Section 2.1) of each Committed Purchaser to Windmill.

                           Article VIII
                             The Agent

     Section 8.1.     Appointment and Authorization. Each
Purchaser hereby irrevocably designates and appoints ABN AMRO
Bank N.V. as the "Agent" hereunder and authorizes the Agent to
take such actions and to exercise such powers as are delegated to
the Agent hereby and to exercise such other powers as are
reasonably incidental thereto.  The Agent shall hold, in its
name, for the benefit of each Purchaser, the Purchase Interest of
the Purchaser.  The Agent shall not have any duties other than
those expressly set forth herein or any fiduciary relationship
with any Purchaser, and no implied obligations or liabilities
shall be read into this Agreement, or otherwise exist, against
the Agent.  The Agent does not assume, nor shall it be deemed to
have assumed, any obligation to, or relationship of trust or
agency with, the Seller.  Notwithstanding any provision of this
Agreement or any other Transaction Document, in no event shall
the Agent ever be required to take any action which exposes the
Agent to personal liability or which is contrary to the provision
of any Transaction Document or applicable law.

     Section 8.2.     Delegation of Duties.  The Agent may
execute any of its duties through agents or attorneys-in-fact and
shall be entitled to advice of counsel concerning all matters
pertaining to such duties.  The Agent shall not be responsible
for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care.

     Section 8.3.     Exculpatory Provisions.  Neither the Agent
nor any of its directors, officers, agents or employees shall be
liable for any action taken or omitted (i) with the consent or at
the direction of the Instructing Group or (ii) in the absence of
such Person's gross negligence or willful misconduct.  The Agent
shall not be responsible to any Purchaser or other Person for
(i) any recitals, representations, warranties or other statements
made by the Seller, any Crompton & Knowles Entity or any of their
Affiliates, (ii) the value, validity, effectiveness, genuineness,
enforceability or sufficiency of any Transaction Document,
(iii) any failure of the Seller, any Crompton & Knowles Entity or
any of their Affiliates to perform any obligation or (iv) the
satisfaction of any condition specified in Article VII.  The
Agent shall not have any obligation to any Purchaser to ascertain
or inquire about the observance or performance of any agreement
contained in any Transaction Document or to inspect the
properties, books or records of the Seller, any Crompton &
Knowles Entity or any of their Affiliates.

     Section 8.4.     Reliance by Agent.  The Agent shall in all
cases be entitled to rely, and shall be fully protected in
relying, upon any document, other writing or conversation
believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person and upon advice and statements
of legal counsel (including counsel to the Seller), independent
accountants and other experts selected by the Agent.  The Agent
shall in all cases be fully justified in failing or refusing to
take any action under any Transaction Document unless it shall
first receive such advice or concurrence of the Purchasers, and
assurance of its indemnification, as it deems appropriate.

     Section 8.5.     Assumed Payments.  Unless the Agent shall
have received notice from the applicable Purchaser before the
date of any Put or of any Incremental Purchase that such
Purchaser will not make available to the Agent the amount it is
scheduled to remit as part of such Put or Incremental Purchase,
the Agent may assume such Purchaser has made such amount
available to the Agent when due (an "Assumed Payment") and, in
reliance upon such assumption, the Agent may (but shall have no
obligation to) make available such amount to the appropriate
Person.  If and to the extent that any Purchaser shall not have
made its Assumed Payment available to the Agent, such Purchaser
(and the Seller in the case of any Incremental Purchase) hereby
agrees to pay the Agent forthwith on demand such unpaid portion
of such Assumed Payment up to the amount of funds actually paid
by the Agent, together with interest thereon for each day from
the date of such payment by the Agent until the date the
requisite amount is repaid to the Agent, at a rate per annum
equal to the Federal Funds Rate plus 2%.

     Section 8.6.     Notice of Termination Events.  The Agent
shall not be deemed to have knowledge or notice of the occurrence
of any Potential Termination Event unless the Agent has received
notice from any Purchaser or the Seller stating that a Potential
Termination Event has occurred hereunder and describing such
Potential Termination Event.  The Agent shall take such action
concerning a Potential Termination Event as may be directed by
the Instructing Group (or, if required for such action, all of
the Purchasers), but until the Agent receives such directions,
the Agent may (but shall not be obligated to) take such action,
or refrain from taking such action, as the Agent deems advisable
and in the best interests of the Purchasers.

     Section 8.7.     Non-Reliance on Agent and Other Purchasers. 
Each Purchaser expressly acknowledges that neither the Agent nor
any of its officers, directors, employees, agents,
attorneys-in-fact or Affiliates has made any representations or
warranties to it and that no act by the Agent hereafter taken,
including any review of the affairs of the Seller or any Crompton
& Knowles Entity, shall be deemed to constitute any
representation or warranty by the Agent.  Each Purchaser
represents and warrants to the Agent that, independently and
without reliance upon the Agent or any other Purchaser and based
on such documents and information as it has deemed appropriate,
it has made and will continue to make its own appraisal of and
investigation into the business, operations, property, prospects,
financial and other conditions and creditworthiness of the
Seller, the Crompton & Knowles Entities, and the Receivables and
its own decision to enter into this Agreement and to take, or
omit, action under any Transaction Document.  The Agent shall
deliver each month to any Purchaser that so requests a copy of
the Periodic Report(s) received covering the preceding calendar
month.  Except for items specifically required to be delivered
hereunder, the Agent shall not have any duty or responsibility to
provide any Purchaser with any information concerning the Seller,
any Crompton & Knowles Entity or any of their Affiliates that
comes into the possession of the Agent or any of its officers,
directors, employees, agents, attorneys-in-fact or Affiliates.

     Section 8.8.     Agent and Affiliates.  The Agent and its
Affiliates may extend credit to, accept deposits from and
generally engage in any kind of business with the Seller, any
Crompton & Knowles Entity or any of their Affiliates and, in its
roles as a Liquidity Provider and the Enhancer, ABN AMRO may
exercise or refrain from exercising its rights and powers as if
it were not the Agent.  The parties acknowledge that ABN AMRO
acts as agent for Windmill and subagent for Windmill's management
company in various capacities, as well as providing credit
facilities and other support for Windmill not contained in the
Transaction Documents.

     Section 8.9.     Indemnification.  Each Committed Purchaser
shall indemnify and hold harmless the Agent and its officers,
directors, employees, representatives and agents (to the extent
not reimbursed by the Seller or any Crompton & Knowles Entity and
without limiting the obligation of the Seller or any Crompton &
Knowles Entity to do so), ratably in accordance with its Ratable
Share from and against any and all liabilities, obligations,
losses, damages, penalties, judgments, settlements, costs,
expenses and disbursements of any kind whatsoever (including in
connection with any investigative or threatened proceeding,
whether or not the Agent or such Person shall be designated a
party thereto) that may at any time be imposed on, incurred by or
asserted against the Agent or such Person as a result of, or
related to, any of the transactions contemplated by the
Transaction Documents or the execution, delivery or performance
of the Transaction Documents or any other document furnished in
connection therewith (but excluding any such liabilities,
obligations, losses, damages, penalties, judgments, settlements,
costs, expenses or disbursements resulting solely from the gross
negligence or willful misconduct of the Agent or such Person as
finally determined by a court of competent jurisdiction).

     Section 8.10.     Successor Agent.  The Agent may, upon at
least five (5) days notice to the Seller and each Purchaser,
resign as Agent.  Such resignation shall not become effective
until a successor agent is appointed by an Instructing Group and
has accepted such appointment.  Upon such acceptance of its
appointment as Agent hereunder by a successor Agent, such
successor Agent shall succeed to and become vested with all the
rights and duties of the retiring Agent, and the retiring Agent
shall be discharged from its duties and obligations under the
Transaction Documents.  After any retiring Agent's resignation
hereunder, the provisions of Article VI and this Article VIII
shall inure to its benefit as to any actions taken or omitted to
be taken by it while it was the Agent.

                           Article IX
                          Miscellaneous

     Section 9.1.     Termination.  Windmill shall cease to be a
party hereto when the Windmill Termination Date has occurred,
Windmill holds no Investment and all amounts payable to it
hereunder have been indefeasibly paid in full.  This Agreement
shall terminate following the Liquidity Termination Date when no
Investment is held by a Purchaser and all other amounts payable
hereunder have been indefeasibly paid in full, but the rights and
remedies of the Agent and each Purchaser concerning any
representation, warranty or covenant made, or deemed to be made,
by the Seller and under Article VI and Section 8.9 shall survive
such termination.

     Section 9.2.     Notices.  Unless otherwise specified, all
notices and other communications hereunder shall be in writing
(including by telecopier or other facsimile communication), given
to the appropriate Person at its address or telecopy number set
forth on the signature pages hereof or at such other address or
telecopy number as such Person may specify, and effective when
received at the address specified by such Person.  Each party
hereto, however, authorizes the Agent to act on telephone notices
of Purchases, Puts, and Discount Rate and Tranche Period
selections from any person the Agent in good faith believes to be
acting on behalf of the relevant party and, at the Agent's
option, to tape record any such telephone conversation.  Each
party hereto agrees to deliver promptly to the Agent a
confirmation of each telephone notice given or received by such
party (signed by an authorized officer of such party), but the
absence of such confirmation shall not affect the validity of the
telephone notice.  The Agent's records of all such conversations
shall be deemed correct and, if the confirmation of a
conversation differs in any material respect from the action
taken by the Agent, the records of the Agent shall govern absent
manifest error.  The number of days for any advance notice
required hereunder may be waived (orally or in writing) by the
Person receiving such notice and, in the case of notices to the
Agent, the consent of each Person to which the Agent is required
to forward such notice.

     Section 9.3.     Payments and Computations.  Notwithstanding
anything herein to the contrary, any amounts to be paid or
transferred by the Seller or the Collection Agent to, or for the
benefit of, any Purchaser or any other Person shall be paid or
transferred to the Agent (for the benefit of such Purchaser or
other Person).  The Agent shall promptly (and, if reasonably
practicable, on the day it receives such amounts) forward each
such amount to the Person entitled thereto and such Person shall
apply the amount in accordance herewith.  All amounts to be paid
or deposited hereunder shall be paid or transferred on the day
when due in immediately available Dollars (and, if due from the
Seller or Collection Agent, by 11:00 a.m. (Chicago time), with
amounts received after such time being deemed paid on the
Business Day following such receipt).  The Seller hereby
authorizes the Agent to debit the Seller Account for application
to any amounts owed by the Seller hereunder.  The Seller shall,
to the extent permitted by law, pay to the Agent upon demand, for
the account of the applicable Person, interest on all amounts not
paid or transferred by the Seller or the Collection Agent when
due hereunder at a rate equal to the Prime Rate plus 2%,
calculated from the date any such amount became due until the
date paid in full.  Any payment or other transfer of funds
scheduled to be made on a day that is not a Business Day shall be
made on the next Business Day, and any Discount Rate or interest
rate accruing on such amount to be paid or transferred shall
continue to accrue to such next Business Day.  All computations
of interest, fees, and Discount shall be calculated for the
actual days elapsed based on a 360 day year.

     Section 9.4.     Sharing of Recoveries.  Each Purchaser
agrees that if it receives any recovery, through set-off,
judicial action or otherwise, on any amount payable or
recoverable hereunder in a greater proportion than should have
been received hereunder or otherwise inconsistent with the
provisions hereof, then the recipient of such recovery shall
purchase for cash an interest in amounts owing to the other
Purchasers (as return of Investment or otherwise), without
representation or warranty except for the representation and
warranty that such interest is being sold by each such other
Purchaser free and clear of any Adverse Claim created or granted
by such other Purchaser, in the amount necessary to create
proportional participation by the Purchasers in such recovery (as
if such recovery were distributed pursuant to Section 2.3).  If
all or any portion of such amount is thereafter recovered from
the recipient, such purchase shall be rescinded and the purchase
price restored to the extent of such recovery, but without
interest.

     Section 9.5.     Right of Setoff.  During a Termination
Event, each Purchaser is hereby authorized (in addition to any
other rights it may have) to setoff, appropriate and apply
(without presentment, demand, protest or other notice which are
hereby expressly waived) any deposits and any other indebtedness
held or owing by such Purchaser (including by any branches or
agencies of such Purchaser) to, or for the account of, the Seller
against amounts owing by the Seller hereunder (even if contingent
or unmatured).

     Section 9.6.     Amendments.  Except as otherwise expressly
provided herein, no amendment or waiver hereof shall be effective
unless signed by the Seller and the Instructing Group.  In
addition, no amendment hereof shall, without the consent of
(a) all the Liquidity Providers, (i) extend the Liquidity
Termination Date or the date of any payment or transfer of
Collections by the Seller to the Collection Agent or by the
Collection Agent to the Agent, (ii) reduce the rate or extend the
time of payment of Discount for any Eurodollar Tranche or Prime
Tranche, (iii) reduce or extend the time of payment of any fee
payable to the Liquidity Providers, (iv) except as provided
herein, release, transfer or modify any Committed Purchaser's
Purchase Interest or change any Commitment, (v) amend the
definition of Required Liquidity Providers, Instructing Group,
Termination Event or Section 1.1, 1.2, 1.5, 1.7(a), 2.1, 2.2,
2.3, 7.2 or 9.6, Article VI, or any obligation of any Crompton &
Knowles Entity thereunder, (vi) consent to the assignment or
transfer by the Seller or any Originator of any interest in the
Receivables other than transfers under the Transaction Documents
or permit any Crompton & Knowles Entity to transfer any of its
obligations under any Transaction Document except as expressly
contemplated by the terms of the Transaction Documents, or
(vii) amend any defined term relevant to the restrictions in
clauses (i) through (vi) in a manner which would circumvent the
intention of such restrictions or (b) the Agent, amend any
provision hereof if the effect thereof is to affect the
indemnities to, or the rights or duties of, the Agent or to
reduce any fee payable for the Agent's own account. 
Notwithstanding the foregoing, the amount of any fee or other
payment due and payable from the Seller to the Agent (for its own
account), Windmill or the Enhancer may be changed or otherwise
adjusted solely with the consent of the Seller and the party to
which such payment is payable.  Any amendment hereof shall apply
to each Purchaser equally and shall be binding upon the Seller,
the Purchasers and the Agent.

     Section 9.7.     Waivers.  No failure or delay of the Agent
or any Purchaser in exercising any power, right, privilege or
remedy hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any such power, right, privilege or
remedy preclude any other or further exercise thereof or the
exercise of any other power, right, privilege or remedy.  Any
waiver hereof shall be effective only in the specific instance
and for the specific purpose for which such waiver was given. 
After any waiver, the Seller, the Purchasers and the Agent shall
be restored to their former position and rights and any Potential
Termination Event waived shall be deemed to be cured and not
continuing, but no such waiver shall extend to (or impair any
right consequent upon) any subsequent or other Potential
Termination Event.  Any additional Discount that has accrued
after a Termination Event before the execution of a waiver
thereof, solely as a result of the occurrence of such Termination
Event, may be waived by the Agent at the direction of the
Purchaser entitled thereto or, in the case of Discount owing to
the Liquidity Providers, of the Required Liquidity Providers.

     Section 9.8.     Successors and Assigns; Participations;
Assignments. 

     (a)     Successors and Assigns.  This Agreement shall be
binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns.  Except as otherwise
provided herein, the Seller may not assign or transfer any of its
rights or delegate any of its duties without the prior consent of
the Agent and the Purchasers.

     (b)     Participations.  Any Purchaser may sell to one or
more Persons (each a "Participant") participating interests in
the interests of such Purchaser hereunder.  Such Purchaser shall
remain solely responsible for performing its obligations
hereunder, and the Seller and the Agent shall continue to deal
solely and directly with such Purchaser in connection with such
Purchaser's rights and obligations hereunder.  Each Participant
shall be entitled to the benefits of Article VI and shall have
the right of setoff through its participation in amounts owing
hereunder to the same extent as if it were a Purchaser hereunder,
which right of setoff is subject to such Participant's obligation
to share with the Purchasers as provided in Section 9.4.  A
Purchaser shall not agree with a Participant to restrict such
Purchaser's right to agree to any amendment hereto, except
amendments described in clause (a) of Section 9.6.

     (c)     Assignments by Liquidity Providers.  Any Liquidity
Provider may assign to one or more Persons ("Purchasing Liquidity
Providers"), acceptable to the Agent in its sole discretion, any
portion of its Commitment as a Liquidity Provider and Purchase
Interest pursuant to a supplement hereto (a "Transfer
Supplement") in form satisfactory to the Agent executed by each
such Purchasing Liquidity Provider, such selling Liquidity
Provider and the Agent.  Any such assignment by a Liquidity
Provider must be for an amount of at least Five Million Dollars. 
Each Purchasing Liquidity Provider shall pay a fee of Three
Thousand Dollars to the Agent.  Any partial assignment shall be
an assignment of an identical percentage of such selling
Liquidity Provider's Investment and its Commitment as a Liquidity
Provider.  Upon the execution and delivery to the Agent of the
Transfer Supplement and payment by the Purchasing Liquidity
Provider to the selling Liquidity Provider of the agreed purchase
price, such selling Liquidity Provider shall be released from its
obligations hereunder to the extent of such assignment and such
Purchasing Liquidity Provider shall for all purposes be a
Liquidity Provider party hereto and shall have all the rights and
obligations of a Liquidity Provider hereunder to the same extent
as if it were an original party hereto with a Commitment as a
Liquidity Provider, an Investment and any related Assigned
Windmill Settlement described in the Transfer Supplement.

     (d)     Replaceable Liquidity Providers.  If any Liquidity
Provider (a "Replaceable Liquidity Provider") shall (i) petition
the Seller for any amounts under Section 6.2 or (ii) cease to
have a short-term debt rating of "A-1+" by S&P and "P-1" by
Moody's, the Seller or Windmill may designate a replacement
financial institution (a "Replacement Liquidity Provider")
acceptable to the Agent, in its sole discretion, to which such
Replaceable Liquidity Provider shall, subject to its receipt of
an amount equal to its Investment, any related Assigned Windmill
Settlement, and accrued Discount and fees thereon and all amounts
payable under Section 6.2, promptly assign all of its rights,
obligations and Liquidity Provider Commitment hereunder, together
with all of its Purchase Interest, and any related Assigned
Windmill Settlement, to the Replacement Liquidity Provider in
accordance with Section 9.8(c).

     (e)     Assignment by Windmill.  Each party hereto agrees
and consents (i) to Windmill's assignment, participation, grant
of security interests in or other transfers of any portion of, or
any of its beneficial interest in, the Windmill Purchase Interest
and the Windmill Settlement and (ii) to the complete assignment
by Windmill of all of its rights and obligations hereunder to ABN
AMRO or any other Person, and upon such assignment Windmill shall
be released from all obligations and duties hereunder; provided,
however, that Windmill may not, without the prior consent of the
Required Liquidity Providers and the Enhancer, transfer any of
its rights under Section 2.1 to cause the Liquidity Providers or
the Enhancer to purchase the Windmill Purchase Interest and the
Windmill Settlement unless the assignee (i) is a corporation
whose principal business is the purchase of assets similar to the
Receivables, (ii) has ABN AMRO as its administrative agent and
(iii) issues commercial paper with credit ratings substantially
comparable to the Ratings.  Windmill shall promptly notify each
party hereto of any such assignment.  Upon such an assignment of
any portion of Windmill's Purchase Interest and the Windmill
Settlement, the assignee shall have all of the rights of Windmill
hereunder relate to such Windmill Purchase Interest and Windmill
Settlement.

     (f)     Opinions of Counsel.  If required by the Agent or to
maintain the Ratings, each Transfer Supplement must be
accompanied by an opinion of counsel of the assignee as to such
matters as the Agent may reasonably request.

     Section 9.9.     Intended Tax Characterization.  It is the
intention of the parties hereto that, for the purposes of all
Taxes, the transactions contemplated hereby shall be treated as a
loan by the Purchasers (through the Agent) to the Seller that is
secured by the Receivables (the "Intended Tax Characterization"). 
The parties hereto agree to report and otherwise to act for the
purposes of all Taxes in a manner consistent with the Intended
Tax Characterization.  As provided in Section 5.1(g), the Seller
hereby grants to the Agent, for the ratable benefit of the
Purchasers, a security interest in all Receivables and
Collections to secure the payment of all amounts other than
Investment owing hereunder and (to the extent of the Sold
Interest) to secure the repayment of all Investment.

     Section 9.10.     Waiver of Confidentiality.  The Seller
hereby consents to the disclosure of any nonpublic information
relating to the Seller, any Affiliate, or the Transaction
Documents among the Agent and the Purchasers and by the Agent or
the Purchasers to (i) any officers, directors, members, managers,
employees or outside accountants, auditors or attorneys thereof,
(ii) any prospective or actual assignee or participant, (iii) any
rating agency, surety, guarantor or credit or liquidity enhancer
to the Agent or any Purchaser, (iv) any entity organized to
purchase, or make loans secured by, financial assets for which
ABN AMRO provides managerial services or acts as an
administrative agent, (v) Windmill's administrator, management
company, referral agents, issuing agents or depositaries or CP
Dealers and (vi) Governmental Authorities with appropriate
jurisdiction.

     Section 9.11.     Confidentiality of Agreement.  Unless
otherwise consented to by the Agent, the Seller hereby will not
disclose the contents of any Transaction Document, or any other
confidential or proprietary information furnished by the Agent or
any Purchaser, to any Person other than to (i) its auditors and
attorneys, Affiliates, officers, directors, members, managers,
employees, outside accountants or as required by applicable law
or (ii) Governmental Authorities with appropriate jurisdiction.

     Section 9.12.     Agreement Not to Petition.  Each party
hereto agrees, for the benefit of the holders of the privately or
publicly placed indebtedness for borrowed money for Windmill,
not, prior to the date which is one (1) year and one (1) day
after the payment in full of all such indebtedness, to acquiesce,
petition or otherwise, directly or indirectly, invoke, or cause
Windmill to invoke, the process of any Governmental Authority for
the purpose of (a) commencing or sustaining a case against
Windmill under any federal or state bankruptcy, insolvency or
similar law (including the Federal Bankruptcy Code), (b)
appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official for Windmill, or any
substantial part of its property, or (c) ordering the winding up
or liquidation of the affairs of Windmill.

     Section 9.13.     Excess Funds.  Other than amounts payable
under Section 9.4, Windmill shall be required to make payment of
the amounts required to be paid pursuant hereto only if Windmill
has Excess Funds (as defined below).  If Windmill does not have
Excess Funds, the excess of the amount due hereunder (other than
pursuant to Section 9.4) over the amount paid shall not
constitute a "claim" (as defined in Section 101(5) of the Federal
Bankruptcy Code) against Windmill until such time as Windmill has
Excess Funds.  If Windmill does not have sufficient Excess Funds
to make any payment due hereunder (other than pursuant to
Section 9.4), then Windmill may pay a lesser amount and make
additional payments that in the aggregate equal the amount of
deficiency as soon as possible thereafter.  The term "Excess
Funds" means the excess of (a) the aggregate projected value of
Windmill's assets and other property (including cash and cash
equivalents), over (b) the sum of (i) the sum of all scheduled
payments of principal, interest and other amounts payable on
publicly or privately placed indebtedness of Windmill for
borrowed money, plus (ii) the sum of all other liabilities,
indebtedness and other obligations of Windmill for borrowed money
or owed to any credit or liquidity provider, together with all
unpaid interest then accrued thereon, plus (iii) all taxes
payable by Windmill to the Internal Revenue Service, plus (iv)
all other indebtedness, liabilities and obligations of Windmill
then due and payable, but the amount of any liability,
indebtedness or obligation of Windmill shall not exceed the
projected value of the assets to which recourse for such
liability, indebtedness or obligation is limited.  Excess Funds
shall be calculated once each Business Day.

     Section 9.14.     No Recourse.  The obligations of Windmill,
its management company, its administrator and its referral agents
(each a "Program Administrator") under any Transaction Document
or other document (each, a "Program Document") to which a Program
Administrator is a party are solely the corporate obligations of
such Program Administrator and no recourse shall be had for such
obligations against any Affiliate, director, officer, member,
manager, employee, attorney or agent of any Program
Administrator.

     Section 9.15.     Limitation of Liability.  No Person shall
make a claim against the Agent or any Purchaser (or their
respective Affiliates, directors, officers, members, managers,
employees, attorneys or agents) for any special, indirect,
consequential or punitive damages under any claim for breach of
contract or other theory of liability in connection with the
Transaction Documents or the transactions contemplated thereby,
and the Seller (for itself, the Collection Agent and all other
Persons claiming by or through the Seller) hereby waives any
claim for any such damages.

     Section 9.16.     Headings; Counterparts.  Article and
Section Headings in this Agreement are for reference only and
shall not affect the construction of this Agreement.  This
Agreement may be executed by different parties on any number of
counterparts, each of which shall constitute an original and all
of which, taken together, shall constitute one and the same
agreement.

     Section 9.17.     Cumulative Rights and Severability.  All
rights and remedies of the Purchasers and Agent hereunder shall
be cumulative and non-exclusive of any rights or remedies such
Persons have under law or otherwise.  Any provision hereof that
is prohibited or unenforceable in any jurisdiction shall, in such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions
hereof and without affecting such provision in any other
jurisdiction.

     Section 9.18.     Governing Law; Submission to Jurisdiction. 
This Agreement shall be governed by, and construed in accordance
with, the internal laws (and not the law of conflicts) of the
State of New York.  The Seller hereby submits to the nonexclusive
jurisdiction of the United States District Court for the Southern
District of New York and of any New York state court sitting in
New York, New York for purposes of all legal proceedings arising
out of, or relating to, the Transaction Documents or the
transactions contemplated thereby.  The Seller hereby irrevocably
waives, to the fullest extent permitted by law, any objection it
may now or hereafter have to the venue of any such proceeding and
any claim that any such proceeding has been brought in an
inconvenient forum.  Nothing in this Section 9.18 shall affect
the right of the Agent or any Purchaser to bring any action or
proceeding against the Seller or its property in the courts of
other jurisdictions.

     Section 9.19.     Waiver of Trial by Jury.  To the extent
permitted by applicable law, each party hereto irrevocably waives
all right of trial by jury in any action, proceeding or
counterclaim arising out of, or in connection with, any
transaction document or any matter arising thereunder.

     Section 9.20.     Entire Agreement.  The Transaction
Documents constitute the entire understanding of the parties
thereto concerning the subject matter thereof.  Any previous or
contemporaneous agreements, whether written or oral, concerning
such matters are superseded thereby.

     In Witness Whereof, the parties hereto have caused this
Agreement to be executed and delivered by their duly authorized
officers as of the date hereof.


ABN AMRO Bank N.V., as the Agent     ABN AMRO Bank N.V., as the
                                     Enhancer

By:/s/W. Robert Poff                 By:/s/W. Robert Poff      
Title:VP                             Title: VP    


By:/s/Paul Cronin                    By:/s/Paul Cronin     
Title: SVP                           Title: SVP    
Address: Structured Finance,       Address: Structured Finance,
         Asset Securitization         Asset Securitization
         135 South LaSalle Street     135 South LaSalle Street
  Chicago, Illinois 60674-9135      Chicago, Illinois  60674-9135
  Attention: Purchaser Agent        Attention: Enhancer-Windmill
                Windmill            Telephone: (312) 904-6263
  Telephone: (312) 904-6263         Telecopy:  (312) 904-6376
  Telecopy:  (312) 904-6376



ABN AMRO Bank N.V.,                 Windmill Funding Corporation
as a Liquidity Provider

By:/s/W. Robert Poff                 By:/s/Andrew L. Stidd     
Title: VP                            Title: President

By:/s/Paul Cronin              Address: c/o Global Securitization 
                                        Services, LLC
Title: SVP                         25 West 43rd Street, Suite 704
Address: Structured Finance,            New York, New York  10036
         Asset Securitization           Attention: Andrew Stidd
     135 South LaSalle Street
     Chicago, Illinois 60674-9135       Telephone: (212) 302-8330
     Attention: Administrator -         Telecopy:  (212) 302-8767
                Windmill
     Telephone: (312) 904-6263
     Telecopy:  (312) 904-6376



                            with a copy to:
 
                            ABN AMRO Bank N.V.
                            Address: Structured Finance,
                                     Asset Securitization
                                     135 South LaSalle Street
                                     Chicago, Illinois 60674-9135
                                     Attention: Administrator -
                                                  Windmill
                                     Telephone: (312) 904-6263
                                     Telecopy:   (312) 904-6376


Crompton & Knowles Receivables    Crompton & Knowles Corporation,
 Corporation, as Seller            as Initial Collection Agent


By:/s/Charles J. Marsden         By:/s/Charles J. Marsden     
Title: President                 Title: Senior Vice President and 
                                         Chief Financial Officer
Address:Station Place          Address:Station Place
        Metro Center                  Metro Center
        Stamford,Connecticut 06902    Stamford, Connecticut 06902
        Attention:  Antonio Bucci,    Attention:  Antonio Bucci,
        Assistant Treasurer           Assistant Treasurer
Telephone: (203) 573-3555       Telephone: (203) 573-3555
Telecopy:  (203) 573-3751       Telecopy:  (203) 573-3751

Notices sent to:                Notices sent to:

Crompton & Knowles Corporation    Cromption & Knowles Corporation
Benson Road                       Benson Road
Middlebury, Conneticut 06749      Middlebury, Connecticut 06749


                             Schedule I
                            Definitions
     The following terms have the meanings set forth, or referred
to, below:

     "ABN AMRO" means ABN AMRO Bank N.V. in its individual
capacity and not in its capacity as the Agent.

     "Adverse Claim" means, for any asset or property of a
Person, a lien, security interest, charge, mortgage, pledge,
hypothecation, assignment or encumbrance, or any other right or
claim, in, of or on such asset or property in favor of any other
Person, except (i) those in favor of the Agent and (ii) liens for
taxes, assessments or charges of any Governmental Authority
(other than Tax or ERISA liens) and liens of landlords, carriers,
warehousemen, mechanics and materialmen imposed by law in the
ordinary course of business, in each case (a) for amounts not yet
due or (b) which are being contested in good faith by appropriate
proceedings and with respect to which adequate reserves or other
appropriate provisions are being maintained in accordance with
GAAP.
     
     "Affiliate" means, for any Person, any other Person which,
directly or indirectly, is in control of, is controlled by, or is
under common control with such Person.  For purposes of this
definition, "control" means the power, directly or indirectly, to
cause the direction of the management and policies of a Person.
     
     "Agent" is defined in the first paragraph hereof.
     
     "Agent's Account" means the account designated to the Seller
and the Purchasers by the Agent.
     
     "Aggregate Commitment" means $81,600,000, as  such  amount  
may be reduced pursuant to Section 1.6.
     
     "Aggregate Investment" means the sum of the Investments of
all Purchasers.
     
     "Assigned Windmill Settlement" means, for each Committed
Purchaser for any Put, the product of such Purchaser's Purchased
Percentage and the amount of the Windmill Settlement being
transferred pursuant to such Put.
     
     "Bankruptcy Event" means, for any Person, that (a) such
Person makes a general assignment for the benefit of creditors or
any proceeding is instituted by or against such Person seeking to
adjudicate it bankrupt or insolvent, or seeking the liquidation,
winding up, reorganization, arrangement, adjustment, protection,
relief or composition of it or its debts under any law relating
to bankruptcy, insolvency or reorganization or relief of debtors,
or seeking the entry of an order for relief or the appointment of
a receiver, trustee or other similar official for it or any
substantial part of its property or (b) such Person takes any
corporate action to authorize any such action.
     
     "Business Day" means any day other than (a) a Saturday,
Sunday or other day on which banks in the States of New York,
Connecticut or Illinois are authorized or required to close, (b)
a holiday on the Federal Reserve calendar and, (c) solely for
matters relating to a Eurodollar Tranche, a day on which dealings
in Dollars are not carried on in the London interbank market.
     
     "Charge-Off" means any Receivable that has or should have
been (in accordance with the Credit and Collection Policy)
charged off or written off by the Seller.
     
     "Collection" means any amount paid, or deemed paid, on a
Receivable, including from the proceeds of collateral securing,
or any guaranty of, such Receivable or by the Seller under
Section 1.5(b).
     
     "Collection Agent" is defined in Section 3.1(a).
     
     "Collection Agent Replacement Event" means the occurrence of
any one or more of the following:

          (a)     any failure by the Collection Agent to make any
payment, transfer or deposit required by any Transaction Document
to be made by it which failure continues unremedied for one
Business Day;

          (b)     failure on the part of the Collection Agent to
observe or perform any covenant or agreement contained in
Sections 3.2 or 3.3 of this Agreement; 

          (c)     failure on the part of the Collection Agent to
observe or perform any other covenant or agreement set forth in
this Agreement or any other Transaction Document, which failure
has a material adverse effect on any Purchaser and continues
unremedied for a period of 30 days after the earlier of (i) the
date on which written notice of the failure, requiring the same
to be remedied, shall have been given to the Collection Agent by
any Purchaser, or to and (ii) the date on which the Collection
Agent became aware of such failure;

          (d)     the Daily Report shall fail to have been
correct in any material respect when made or delivered or shall
not have been delivered when required under the terms hereof; 

          (e)     the Monthly Report shall fail to have been
correct in any material respect when made or delivered, or shall
not have been delivered when required under the terms hereof, and
such condition continues unremedied for a period of three
Business Days;

          (f)     any written representation, warranty,
certification or statement made by the Collection Agent in, or
pursuant to, any Transaction Document proves to have been
incorrect in any material adverse respect when made; or

          (g)     the Collection Agent suffers a Bankruptcy
Event.
     
     "Collection Agent Fee" is defined in Section 3.6.
     
     "Commitment" means, for each Committed Purchaser, the amount
set forth on Schedule II, as adjusted in accordance with Sections
1.6 and 9.8.
     
     "Committed Purchasers" is defined in Section 1.1(b).
     
     "Concentration Limit" means (i) with respect to Obligors
with senior unsecured long-term indebtedness rated A- (or higher)
by S&P or A3 (or higher) by Moody's, an amount not to exceed 5%
of the Eligible Receivables Balance, and (ii) with respect to all
other Obligors, an amount not to exceed 3% of the Eligible
Receivables Balance.
     
     "CP Dealer" means, at any time, each Person Windmill then
engages as a placement agent or commercial paper dealer.
     
     "CP Rate" means, for any CP Tranche Period, a rate per annum
equal to (a) the weighted average of the rates at which
commercial paper notes having a term equal to such CP Tranche
Period may be sold by any CP Dealer selected by Windmill, as
agreed between each such CP Dealer and Windmill, plus (b) on or
after the occurrence of a Termination Event, 2%.  If such rate is
a discount rate, the CP Rate shall be the rate resulting from
Windmill's converting such discount rate to an interest-bearing
equivalent rate.  If Windmill determines that due to disruptions
in the commercial paper market that it is unable to issue
commercial paper, then the CP Rate shall be the Prime Rate for so
long as such condition shall continue.  The CP Rate shall include
all costs and expenses to Windmill of issuing the related
commercial paper notes, including all dealer commissions and note
issuance costs in connection therewith.
     
     "Credit and Collection Policy" means the Seller's credit and
collection policy and practices relating to Receivables attached
hereto as Exhibit J.
     
     "Crompton & Knowles Credit Agreement" means that certain
Amended and Restated Credit Agreement dated as of July 25, 1997
among Crompton & Knowles Corporation, Crompton & Knowles Colors
Incorporated, Davis-Standard Corporation, Ingredient Technology
Corporation, Uniroyal Chemical Company, Inc., The B2 Borrowers
named therein, the B3 Borrowers named therein and Uniroyal
Chemical Ltd., as the Initial Borrowers and the Initial Lenders,
Initial Issuing Banks and Swing Line Bank named therein, as
Initial Lenders, Initial Issuing Banks and Swing Line Bank and
Citicorp USA, Inc., as Agent and The Chase Manhattan Bank, as
Managing Agent.
     
     "Crompton & Knowles Entity" means the Parent and each
Originator.
     
     "Deemed Collections" is defined in Section 1.5(c).
     
     "Default Ratio" means, at any time, the ratio of (a) the
then aggregate outstanding balance of all Defaulted Receivables
(minus Charge-Offs) to (b) the then aggregate outstanding balance
of all Receivables (minus Charge-Offs).
     
     "Defaulted Receivable" means any Receivable (a) on which any
amount is unpaid more than (i) for Davis-Standard Corporation, 90
days past its original invoice date and (ii) for all other
Originators, 90 days past its original due date, or (b) the
Obligor on which has suffered a Bankruptcy Event.
     
     "Delinquency Ratio" means, at any time, the ratio of (a) the
then aggregate outstanding balance of all Delinquent Receivables
to (b) the then aggregate outstanding balance of all Receivables.
     
     "Delinquent Receivable" means any Receivable (other than a
Charge-Off or Defaulted Receivable) on which any amount is unpaid
more than (i) for Davis Standard Corporation, 3190 days past its
original invoice date and (ii) for all other Originators, 3190
days past its original due date.
     
     "Designated Financial Officer" means each of Antonio Bucci
and Kate Thomas.
     
     "Dilution Ratio" means, for any period, the ratio of (a) the
aggregate amount of payments owed by the Seller pursuant to the
first sentence of Section 1.5(b) during such period to (b) the
aggregate amount of Collections received during such period.
     
     "Dilution Reserve" means, at any time prior to the
occurrence of a Dilution Reserve Trigger Event, 0, and upon the
occurrence of a Dilution Reserve Trigger Event, 2 times the
highest Dilution Ratio (expressed as a decimal) as of the last
day of each of the last twelve calendar months.
     
     "Dilution Reserve Trigger Event" means either of the ratios
described in Sections 5.04(a) and (b) of the Crompton & Knowles
Credit Agreement as of any date is greater than a ratio that is
 .25 less than the required ratio for such date under the
applicable Section.
     
     "Discount" means, for any Tranche Period, (a) the product of
(i) the Discount Rate for such Tranche Period, (ii) the total
amount of Investment allocated to the Tranche Period, and (iii)
the number of days elapsed during the Tranche Period divided by
(b) 360 days.
     
     "Discount Rate" means, for any Tranche Period, the CP Rate,
the Eurodollar Rate or the Prime Rate, as applicable.
     
     "Discount Reserve" means, at any time, the product of (a)
1.5 multiplied by (b) the rate announced by ABN AMRO as its
"Prime Rate" (which may not be its best or lowest rate)
multiplied by (c) a fraction, the numerator of which is 75 and
the denominator of which is 360.
     
     "Dollar" and "$" means lawful currency of the United States
of America.
     
     "Early Payment Fee" means, if any Investment of a Purchaser
allocated (or, in the case of a requested Purchase not made by
the Committed Purchasers for any reason other than their default,
scheduled to be allocated) to a Tranche Period for a CP Tranche
or Eurodollar Tranche is reduced or terminated before the last
day of such Tranche Period (the amount of Investment so reduced
or terminated being referred to as the "Prepaid Amount"), the
cost to the relevant Purchaser of terminating or reducing such
Tranche, which (a) for a CP Tranche means any compensation
payable in prepaying the related commercial paper or, if not
prepaid, any shortfall between the amount that will be available
to Windmill on the maturity date of the related commercial paper
from reinvesting the Prepaid Amount in Permitted Investments and
the Face Amount of such commercial paper and (b) for a Eurodollar
Tranche will be determined based on the difference between the
LIBOR applicable to such Tranche and the LIBOR applicable for a
period equal to the remaining maturity of the Tranche on the date
the Prepaid Amount is received.
     
     "Eligible Receivable" means, at any time, any Receivable:

          (i)     the Obligor of which (a) is a resident of, or
organized under the laws of, or with its chief executive office
in, the USA; provided, however, that not more than 10% of
Eligible Receivables at any time may consist of Receivables the
Obligor of which is not a resident of, or organized under the
laws of, or with its chief executive office in, the USA (each, a
"Foreign Receivable") if the applicable Originator is the account
party to a letter of credit or letters of credit issued by a
financial institution acceptable to the Agent naming the
Collection Agent (or a permitted sub-collection agent) as
beneficiary in a face amount not less than the aggregate invoiced
amount of Foreign Receivables of such Originator and in form and
substance satisfactory to the Agent; (b) is not an Affiliate of
any Crompton & Knowles Entity; (c) is not a government or a
governmental subdivision or agency; (d) has not suffered a
Bankruptcy Event; (e) is a customer of the Originator in good
standing; and (f) is not the Obligor of Receivables 25% or more
of which are Defaulted Receivables;

          (ii)     which is stated to be due and payable within
90 days after the invoice therefor; provided, however, that not
more than 10% of Eligible Receivables at any time may consist of
Receivables which are stated to be due and payable within 91 to
360 days after invoice therefor;

          (iii)     which is not a Defaulted Receivable or a
Charge-Off;

          (iv)     which is an "account" within the meaning of
Section 9105 of the UCC of all applicable jurisdictions;

          (v)     which is denominated and payable only in
Dollars in the USA and is non-interest bearing; provided that a
Receivable shall not be deemed to be interest bearing solely as a
result of the Seller's lawful imposition of an interest or other
charge on any Receivable that remains unpaid for some specified
period of time;

          (vi)     which arises under a contract that is in full
force and effect and constitutes the legal, valid and binding
obligation of the related Obligor enforceable against such
Obligor in accordance with its terms subject to no offset,
counterclaim, defense or other Adverse Claim, and is not an
executory contract or unexpired lease within the meaning of
Section 365 of the Bankruptcy Code;

          (vii)     which arises under a contract that (a)
contains an obligation to pay a specified sum of money and is
subject to no contingencies and (b) does not contain a
confidentiality provision that purports to restrict any
Purchaser's exercise of rights under this Agreement, including,
without limitation, the right to review such contract;

          (viii)     which does not, in whole or in part,
contravene any law, rule or regulation applicable thereto
(including, without limitation, those relating to usury, truth in
lending, fair credit billing, fair credit reporting, equal credit
opportunity, fair debt collection practices and privacy); and

          (ix)     which satisfies all applicable requirements of
the Credit and Collection Policy and was generated in the
ordinary course of each Originator's business from the sale of
goods or provision of services to a related Obligor solely by
each Originator.
      
     "Eligible Receivable Balance" means, at any time, the
aggregate outstanding principal balance of all Eligible
Receivables less the portion of the aggregate outstanding
principal balance of Eligible Receivables which exceed the
Concentration Limit.
     
     "Enhancer" is defined in the first paragraph hereof.
     
     "Enhancer Commitment Percentage" means 10%.
     
     "Eurodollar Rate" means, for any Tranche Period for a
Eurodollar Tranche, the sum of (a) LIBOR for such Tranche Period
divided by 1 minus the "Reserve Requirement" plus (b)(i) for
Investment of a Liquidity Provider, the amount specified in the
Pricing Letter, or, (ii) for Investment of the Enhancer, the
amount specified in the Fee Letter plus (c) during the pendency
of a Termination Event, 1% for Investment of a Liquidity Provider
and 2% for Investment of the Enhancer; where "Reserve
Requirement" means, for any Tranche Period for a Eurodollar
Tranche, the maximum reserve requirement imposed during such
Tranche Period on "eurocurrency liabilities" as currently defined
in Regulation D of the Board of Governors of the Federal Reserve
System.
     
     "Face Amount" means the face amount of any Windmill
commercial paper issued on a discount basis or, if not issued on
a discount basis, the principal amount of such note and interest
scheduled to accrue thereon to its stated maturity.
     
     "Federal Funds Rate" means, for any period, a fluctuating
interest rate per annum equal, for each day during such period,
to the weighted average of the rates on overnight federal funds
transactions with members of the Federal Reserve System arranged
by federal funds brokers, as published for such day (or, if such
day is not a Business Day, for the immediately preceding Business
Day) by the Federal Reserve Bank of New York or, if such rate is
not so published for any day which is a Business Day, the average
of the quotations for such transactions received by ABN AMRO as
of approximately 10:00 a.m. (Chicago time) on such day from three
federal funds brokers of recognized standing selected by it.
     
     "Fee Letter" means the letter agreement dated as of the date
hereof among the Seller, the Agent, Windmill and the Enhancer.
     
     "Funding Agreement" means any agreement or instrument
executed by Windmill and executed by or in favor of any Windmill
Funding Source or executed by any Windmill Funding Source at the
request of Windmill (including the Program LOC).
     
     "GAAP" means generally accepted accounting principles in the
USA, applied on a consistent basis.
     
     "Governmental Authority" means any (a) Federal, state,
municipal or other governmental entity, board, bureau, agency or
instrumentality, (b) administrative or regulatory authority
(including any central bank or similar authority) or (c) court,
judicial authority or arbitrator, in each case, whether foreign
or domestic.
     
     "Incremental Purchase" is defined in Section 1.1(b).
     
     "Initial Collection Agent" is defined in the first paragraph
hereof.
     
     "Instructing Group" means the Required Liquidity Providers,
the Enhancer and, unless the Windmill Termination Date has
occurred and Windmill has no Investment, Windmill.
     
     "Intended Tax Characterization" is defined in Section 9.9.
     
     "Interim Liquidation" means any time before the Liquidity
Termination Date during which no Reinvestment Purchases are made
by any Purchaser, as established pursuant to Section 1.2.
     
     "Investment" means, for each Purchaser, (a) the sum of
(i) all Incremental Purchases by such Purchaser and (ii) the
aggregate amount of any payments or exchanges made by, or on
behalf of, such Purchaser to any other Purchaser under Article II
minus (b) all Collections, amounts received from other Purchasers
under Article II, and other amounts received or exchanged and, in
each case, applied by the Agent or such Purchaser to reduce such
Purchaser's Investment.  A Purchaser's Investment shall be
restored to the extent any amounts so received or exchanged and
applied are rescinded or must be returned for any reason.
     
     "LIBOR" means, for any Tranche Period for a Eurodollar
Tranche or other time period, the rate per annum (rounded
upwards, if necessary, to the next higher one hundred-thousandth
of a percentage point) for deposits in Dollars for a period equal
to such Tranche Period or other period, which appears on Page
3750 of the Telerate Service (or any successor page or successor
service that displays the British Bankers' Association Interest
Settlement Rates for Dollar deposits) as of 11:00 a.m. (London,
England time) two Business Days before the commencement of such
Tranche Period or other period.  If for any Tranche Period for a
Eurodollar Tranche no such displayed rate is available (or, for
any other period, if such displayed rate is not available or the
need to calculate LIBOR is not notified to the Agent at least 3
Business Days before the commencement of the period for which it
is to be determined), the Agent shall determine such rate based
on the rates ABN AMRO is offered deposits of such duration in the
London interbank market.
     
     "Limited Guaranty" means the Limited Guaranty, dated the
date hereof, from the Parent in favor of the Agent.
     
     "Liquidation Period" means, for Windmill only, all times
when Windmill is not making Reinvestment Purchases pursuant to
Section 1.1(d) and, for all Purchasers, all times (x) during an
Interim Liquidation and (y) on and after the Liquidity
Termination Date.
     
     "Liquidity Providers" is defined in the first paragraph
hereof.
     
     "Liquidity Termination Date" means the earliest of (a) the
date of the occurrence of a Termination Event described in clause
(e) of the definition of Termination Event, (b) the date
designated by the Agent to the Seller at any time after the
occurrence of any other Termination Event, (c) the Business Day
designated by the Seller with no less than five (5) Business Days
prior notice to the Agent and (d) December  10, 1999.
     
     "Lock-Box" means each post office box or bank box listed on
Exhibit G, as revised pursuant to Section 5.1(i).
     
     "Lock-Box Account" means each account maintained by the
Collection Agent at a Lock-Box Bank for the purpose of receiving
or concentrating Collections.
     
     "Lock-Box Agreement" means each agreement between the
Collection Agent and a Lock-Box Bank concerning a Lock-Box
Account.
     
     "Lock-Box Bank" means each bank listed on Exhibit G, as
revised pursuant to Section 5.1(i).
     
     "Lock-Box Letter" means a letter in substantially the form
of Exhibit H (or otherwise acceptable to the Agent) from the
Seller and the Collection Agent to each Lock-Box Bank,
acknowledged and accepted by such Lock-Box Bank and the Agent.
     
     "Loss Reserve" means, at any time, the greatest of (a) .12,
(b) 0.75 times the highest Delinquency Ratio (expressed as a
decimal) as of the last day of each of the last twelve calendar
months and (c) 0.75 times the highest Default Ratio (expressed as
a decimal) as of the last day of each of the last twelve calendar
months.
    
     "Loss-to-Liquidation Ratio" means, for any period, the ratio
of the outstanding balance of Charge-Offs to the aggregate amount
of Collections during such period.
    
     "Matured Aggregate Investment" means, at any time, the
Matured Value of Windmill's Investment plus the total Investments
of all other Purchasers then outstanding.
    
     "Matured Value" means, of any Investment, the sum of such
Investment and all unpaid Discount, fees and other amounts
scheduled to become due (whether or not then due) on such
Investment during all Tranche Periods to which any portion of
such Investment has been allocated.
    
     "Maximum Incremental Purchase Amount" means, at any time,
the lesser of (a) the difference between the Purchase Limit and
the Aggregate Investment then outstanding and (b) the difference
between the Aggregate Commitment and the Matured Aggregate
Investment then outstanding.
    
     "Moody's" means Moody's Investors Service, Inc.
    
     "Obligor" means, for any Receivable, each Person obligated
to pay such Receivable and each guarantor of such obligation.
    
     "Originators" means each of Uniroyal Chemical Company, Inc.,
Uniroyal Chemical Export Ltd., Davis Standard Corporation and
Crompton & Knowles Colors Incorporated.
    
     "Parent" means Crompton & Knowles Corporation, a
Massachusetts corporation.
    
     "Periodic Report" is defined in Section 3.3.
    
     "Permitted Investments" means (a) evidences of indebtedness,
maturing within thirty (30) days after the date of purchase
thereof, issued by, or guaranteed by the full faith and credit
of, the federal government of the USA, (b) repurchase agreements
with banking institutions or broker-dealers the short-term
unsecured obligations of which is rated at least "A-1+" (or the
equivalent) by S&P and at least "P-1" (or the equivalent) by
Moody's registered under the Securities Exchange Act of 1934
which are fully secured by obligations of the kind specified in
clause (a), (c) money market funds (i) rated not lower than the
highest rating category from Moody's and "AAA m" or "AAAm-g,"
from S&P or (ii) which are otherwise acceptable to the Rating
Agencies or (d) commercial paper issued by any corporation
incorporated under the laws of the USA and rated at least "A-1+"
(or the equivalent) by S&P and at least "P-1" (or the equivalent)
by Moody's.
    
     "Person" means an individual, partnership, corporation,
association, joint venture, Governmental Authority or other
entity of any kind.
    
     "Potential Termination Event" means any Termination Event or
any event or condition that with the lapse of time or giving of
notice, or both, would constitute a Termination Event.
    
     "Pricing Letter" means the letter agreement dated as of the
date hereof among the Liquidity Providers, the Agent and the
Seller.
    
     "Prime Rate" means, for any period, the daily average during
such period of (a) the greater of (i) the floating commercial
loan rate per annum of ABN AMRO (which rate is a reference rate
and does not necessarily represent the lowest or best rate
actually charged to any customer by ABN AMRO) announced from time
to time as its prime rate or equivalent for Dollar loans in the
USA, changing as and when said rate changes and (ii) the Federal
Funds Rate plus 0.75% plus (b) during the pendency of a
Termination Event, 1% for Investment of a Liquidity Provider and
2% for Investment of the Enhancer.
    
     "Program  LOC" means that certain amended and restated
irrevocable transferable letter of credit No. S550115, dated
November 3, 1995, issued by the Enhancer at the request of
Windmill, and each letter of credit issued in substitution or
replacement therefor.
    
     "Program Unreimbursed Draw Amount" means the sum of all
draws under the Program LOC in connection with this Transaction
which have not been reimbursed (whether through the payment of
cash or the exchange of assets), together with all interest
thereon and all other amounts, if any, payable in connection
therewith.
    
     "Purchase" is defined in Section 1.1(a).
    
     "Purchase Agreement" means the Receivables Purchase
Agreement dated as of the date hereof among the Seller and each
Originator.
     
     "Purchase Amount" is defined in Section 1.1(c).
     
     "Purchase Date" is defined in Section 1.1(c).
     
     "Purchase Interest" means, for a Purchaser, the percentage
ownership interest in the Receivables and Collections held by
such Purchaser, calculated when and as described in
Section 1.1(a); provided, however, that (except for purposes of
computing a Purchase Interest or the Sold Interest in Section 1.5
or 1.7) at any time the Sold Interest would otherwise exceed 100%
each Purchaser then holding any Investment shall have its
Purchase Interest reduced by multiplying such Purchase Interest
by a fraction equal to 100% divided by the Sold Interest
otherwise then in effect, so that the Sold Interest is thereby
reduced to 100%.
     
     "Purchase Limit" means $80,000,000.
     
     "Purchase Price" means, for each Committed Purchaser for any
Put, such Purchaser's Purchased Percentage for such Put
multiplied by the sum of (a) (i) for the Enhancer, the amount of
Windmill's Investment being transferred pursuant to such Put (the
"Put Investment") and (ii) for each Liquidity Provider, the
lesser of (A), the Put Investment and (B) the sum of (I) the
product of (1) the amount of Windmill Investment being
transferred pursuant to such Put divided by the Windmill
Investment (before giving effect to such Put), (2) Windmill's
Purchase Interest at such time, (3) the Eligible Receivables
Balance as most recently calculated, provided, however, that
Collections used to reduce such most recently computed Eligible
Receivables Balance but not yet received by the Agent shall be
added back to the Eligible Receivables Balance, and (II) the
amount of Windmill Settlement being transferred pursuant to such
Put plus (b) (i) all unpaid Discount owed to Windmill (whether or
not then due) to the end of each applicable Tranche Period to
which any Investment being Put has been allocated, (ii) all
accrued but unpaid fees (whether or not then due) payable to
Windmill in connection herewith at the time of such purchase and
(iii) all accrued and unpaid costs, expenses and indemnities due
to Windmill from the Seller in connection herewith.  Windmill
shall calculate the Purchase Price on the date of such Put based
on the information then available to it, and, regardless of
whether such information is complete, such calculation shall be
conclusive and binding absent manifest error; provided, however,
that if such purchase occurs due to the occurrence of a
Termination Event, the Purchase Price shall be determined as of
the date such Termination Event first occurred (without regard to
any grace periods), adjusted to reflect amounts received by
Windmill.  In making any such calculation, Windmill shall be
entitled to rely on information provided to it by the Seller
without any obligation to investigate the accuracy or
completeness of such information.
     
     "Purchased Percentage" means, for any Put, for each
Committed Purchaser, its Ratable Share or such lesser percentage
as is necessary to prevent the Purchase Price of such Purchaser
from exceeding its Unused Commitment (unless, in the case of the
Enhancer, it elects not to reduce its Purchased Percentage in
whole or in part).
     
     "Purchasers" means the Liquidity Providers, the Enhancer and
Windmill.
     
     "Put" is defined in Section 2.l(a).
     
     "Ratable Share" means, for each Committed Purchaser, such
Purchaser's Commitment divided by the Aggregate Commitment.  If,
however, on the date any Incremental Purchase or payment for any
Put is to be made by the Committed Purchasers, the Enhancer has
outstanding Investment plus Program Unreimbursed Draw Amount in
excess of its Ratable Share of the outstanding Investment and
Program Unreimbursed Draw Amount of all Committed Purchasers,
then for purposes of such Incremental Purchase or Put the Ratable
Share of each Committed Purchaser shall be replaced with a
percentage equal for each Committed Purchaser to (a) its
Commitment minus its Investment and Program Unreimbursed Draw
Amount before such Purchase or Put (its "Existing Investment")
divided by (b) the Aggregate Commitment minus the sum of the
Existing Investments of all Committed Purchasers.
     
     "Rating Agency" means Moody's, S&P and any other rating
agency Windmill chooses to rate its commercial paper notes.
     
     "Ratings" means the ratings by the Rating Agencies of the
indebtedness for borrowed money of Windmill.
     
     "Receivable" means each obligation of an Obligor to pay for
merchandise sold or services rendered by any Originator and
includes such Originator's rights to payment of any interest or
finance charges and in the merchandise (including returned goods)
and contracts relating to such Receivable, all security
interests, guaranties and property securing or supporting payment
of such Receivable, all Records and all proceeds of the
foregoing.  During any Interim Liquidation and on and after the
Liquidity Termination Date, the term "Receivable" shall only
include receivables existing on the date such Interim Liquidation
commenced or Liquidity Termination Date occurred, as applicable. 
Deemed Collections shall reduce the outstanding balance of
Receivables hereunder, so that any Receivable that has its
outstanding balance deemed collected shall cease to be a
Receivable hereunder after (x) the Collection Agent receives
payment of such Deemed Collections under Section 1.5(b) or (y) if
such Deemed Collection is received before the Liquidity
Termination Date, an adjustment to the Sold Interest permitted by
Section 1.5(c) is made.
     
     "Records" means, for any Receivable, all contracts, books,
records and other documents or information (including computer
programs, tapes, disks, software and related property and rights)
relating to such Receivable or the related Obligor.
     
     "Reinvestment Purchase" is defined in Section 1.1(b).
     
     "Required Liquidity Providers" means Liquidity Providers
having Liquidity Provider Commitments in excess of 66-2/3% of the
Commitment of all Liquidity Providers.
     
     "Reserve" means, for each Purchaser, an amount equal to the
Reserve Percentage multiplied by such Purchaser's Investment.
     
     "Reserve Percentage" means, at any time, the sum of the Loss
Reserve, the Dilution Reserve and the Discount Reserve.
     
     "Seller" is defined in the first paragraph hereof.
     
     "Seller Account" means the Seller's account number
035-1-084215 at The Chase Manhattan Bank, New York, New York or
such other account designated by the Seller to the Agent with at
least ten (10) days prior notice.
     
     "Sold Interest" is defined in Section 1.1(a).
     
     "Special Transaction Subaccount" means the special
transaction subaccount established for this Agreement pursuant to
Windmill's depositary agreement.
     
     "S&P" means Standard & Poor's Ratings Group.
     
     "Subordinated Notes" means each buyer note issued by the
Seller to the applicable Originator under the Purchase Agreement.
     
     "Subsidiary" means any Person of which at least a majority
of the voting stock (or equivalent equity interests) is owned or
controlled by the Seller or any Crompton & Knowles Entity or by
one or more other Subsidiaries of the Seller or such Crompton &
Knowles Entity.  The Subsidiaries of the Parent on the date
hereof are listed on Exhibit F.
     
     "Taxes" means all taxes, charges, fees, levies or other
assessments (including income, gross receipts, profits,
withholding, excise, property, sales, use, license, occupation
and franchise taxes and including any related interest, penalties
or other additions) imposed by any jurisdiction or taxing
authority (whether foreign or domestic).
     
     "Termination Date" means (a) for Windmill, the Windmill
Termination Date, (b) for the Liquidity Providers, the Liquidity
Termination Date and (c) for the Enhancer, the earlier of (i) the
third (3rd) Business Day following the Liquidity Termination Date
and (ii) December 10, 1999.
     
     "Termination Event" means the occurrence of any one or more
of the following:

     
     (a)     any representation, warranty, certification or
statement made by the Seller or any Crompton & Knowles Entity in,
or pursuant to, any Transaction Document proves to have been
incorrect in any material respect when made; or

     (b)     the Collection Agent, any Crompton & Knowles Entity
or the Seller fails to make any payment or other transfer of
funds hereunder when due (including any payments under
Section 1.5(a)); or

     (c)     the Seller fails to observe or perform any covenant
or agreement contained in Sections 3.3, 5.1(b), 5.1(e), 5.1(g),
5.1(i), or 5.1(j) of this Agreement or any Originator fails to
perform any covenant or agreement in Sections 6.1(d), 6.1(f),
6.1(i), 6.1(j), 6.1(k), 6.2(b) or 6.3 of each Purchase Agreement;
or

     (d)     the Seller or the Collection Agent (or any
sub-collection agent) fails to observe or perform any other term,
covenant or agreement under any Transaction Document, and such
failure remains unremedied for thirty days; or

     (e)     the Seller, any Originator or any Subsidiary suffers
a Bankruptcy Event; or

     (f)     the average of the Delinquency Ratios as of the end
of each of the most recent three calendar months exceeds 25%, the
average of the Default Ratios as of the end of each of the most
recent three calendar months exceeds 25%, the Dilution Ratio at
the end of any calendar month measured for the three month
calendar period then ending exceeds 5% or the Loss-to-Liquidation
Ratio at the end of any calendar month measured for the three
month calendar period then ending exceeds 1%; or

     (g)     (i) the Seller, any Crompton & Knowles Entity or any
Affiliate, directly or indirectly, disaffirms or contests the
validity or enforceability of any Transaction Document or
(ii) any Transaction Document fails to be the enforceable
obligation of the Seller or any Affiliate party thereto; or

     (h)     the Seller or any Subsidiary (A) generally does not
pay its debts as such debts become due or admits in writing its
inability to pay its debts generally or (B) fails to pay any of
its indebtedness (except in aggregate principal amount of less
than $1,000,000) or defaults in the performance of any provision
of any agreement under which such indebtedness was created or is
governed and such default permits such indebtedness to be
declared due and payable or to be required to be prepaid before
the scheduled maturity thereof; or
     
     (i)     any event occurs or condition exists which
constitutes a default or an event of default under the Crompton &
Knowles Credit Agreement; or

     (j)     the average of the Turnover Rates for each of the
most recent three calendar months exceeds 75 days; or

     (k)     a Collection Agent Replacement Event has occurred
and is continuing with respect to the Initial Collection Agent;
or

     (l)     the Parent shall fail to own and control, directly
or indirectly, (i) 100% of the outstanding voting stock of the
Seller and each Originator (other than with respect to Crompton &
Knowles Colors Incorporated) and (ii) 80% of the outstanding
voting stock of Crompton & Knowles Colors Incorporated; provided,
however, that the Parent may own less than 80% of Crompton &
Knowles Colors Incorporated so long as no Receivables in which
the Purchasers' have a Sold Interest were originated by such
entities.

Notwithstanding the foregoing, a failure of a representation or
warranty or breach of any covenant described in clause (a), (c)
or (d) above related to a Receivable shall not constitute a
Termination Event if the Seller has been deemed to have collected
such Receivable pursuant to Section 1.5(b) or, before the
Liquidity Termination Date, has adjusted the Sold Interest as
provided in Section 1.5(c) so that such Receivable is no longer
considered to be outstanding.
     
     "Tranche" means a portion of the Investment of Windmill or
of the Committed Purchasers allocated to a Tranche Period
pursuant to Section 1.3.  A Tranche is a (i) CP Tranche, (ii)
Eurodollar Tranche or (iii) Prime Tranche depending whether
Discount accrues during its Tranche Period based on a (i) CP
Rate, (ii) Eurodollar Rate, or (iii) Prime Rate.
     
     "Tranche Period" means a period of days ending on a Business
Day selected pursuant to Section 1.3, which (i) for a CP Tranche
shall not exceed 270 days, (ii) for a LIBOR Tranche shall not
exceed 180 days, and (iii) for a Prime Tranche shall not be less
than 2 days and shall not exceed 30 days.
     
     "Transaction Documents" means this Agreement, the Fee
Letter, the Limited Guaranty, the Pricing Letter, the Purchase
Agreements, the Subordinated Notes, and all other documents,
instruments and agreements executed or furnished in connection
herewith and therewith.
     
     "Transfer Supplement" is defined in Section 9.8.
     
     "Turnover Rate" means, for any period for which it is
calculated, the product, expressed in days, of (A) (1) the
Eligible Receivables Balance at the beginning of such period
divided by (2) the average daily Collections (other than Deemed
Collections) during such period multiplied by (B) 30.
      
     "UCC" means, for any state, the Uniform Commercial Code as
in effect in such state.
      
     "USA" means the United States of America (including all
states and political subdivisions thereof).
      
     "Unused Aggregate Commitment" means, at any time, the
difference between the Aggregate Commitment then in effect and
the outstanding Matured Aggregate Investment.
      
     "Unused Commitment" means, for any Committed Purchaser at
any time, the difference between its Commitment and its
Investment then outstanding.
     
     "Windmill" is defined in the first paragraph hereof.
     
     "Windmill Funding Source" means any insurance company, bank
or other financial institution providing liquidity, back-up
purchase or credit support for Windmill.
     
     "Windmill Settlement" means the sum of all claims and rights
to payment pursuant to Section 1.5 or 1.7 or any other provision
owed to Windmill (or owed to the Agent or the Collection Agent
for the benefit of Windmill) by the Seller that, if paid, would
be applied to reduce Windmill's Investment.
     
     "Windmill Termination Date" means the earliest of (a) the
Business Day designated by the Seller with no less than five (5)
Business Days prior notice to the Agent, (b) the Business Day
designated by Windmill at any time to the Seller and (c) the
Liquidity Termination Date.
     
     The foregoing definitions shall be equally applicable to
both the singular and plural forms of the defined terms.  Unless
otherwise inconsistent with the terms of this Agreement, all
accounting terms used herein shall be interpreted, and all
accounting determinations hereunder shall be made, in accordance
with GAAP.  Amounts to be calculated hereunder shall be
continuously recalculated at the time any information relevant to
such calculation changes.


                        Schedule II
  Liquidity Providers and Commitments of Committed Purchasers
     
     Name of Liquidity Provider          Commitment
     ABN AMRO Bank N.V.                  $73,440,000
     
     Enhancer
     ABN AMRO Bank N.V.                  $8,160,000


                             Exhibit A
                                to
                      Receivables Sale Agreement

               Form of Incremental Purchase Request


                      ______________, 199_

ABN AMRO Bank N.V., as Agent
Asset Securitization, Structured Finance
Suite 725
135 South LaSalle Street
Chicago, Illinois 60674-9135
Attn:  Purchaser Agent-Windmill

    Re: Receivables Sale Agreement dated as of December 11, 1998 
        (the "Sale Agreement") among Crompton & Knowles
        Receivables Corporation, as Seller, Crompton & Knowles
        Corporation, as Initial Collection Agent, ABN AMRO Bank
        N.V., as Agent, and the Purchasers thereunder

Ladies and Gentlemen:

     The undersigned Seller under the above-referenced Sale
Agreement hereby confirms its has requested an Incremental
Purchase of $___________ by [Windmill/the Committed Purchasers]
under the Sale Agreement.  The Seller further confirms it has
requested a Tranche Period beginning on __________ for such
increased Investment [or insert different Tranche Periods for
different Tranches.  Also, if purchases by Committed Purchasers
are requested, insert for each Tranche whether it is a Eurodollar
or Prime Tranche.]
     Attached hereto as Schedule I is information relating to the
proposed Incremental Purchase required by the Sale Agreement.  If
on the date of this Incremental Purchase Request ("Notice"), an
Interim Liquidation is in effect, this Notice revokes our request
for such Interim Liquidation so that Reinvestment Purchases shall
immediately commence in accordance with Section 1.1(d) of the
Sale Agreement.
     The Seller hereby certifies that both before and after
giving effect to [each of] the proposed Incremental Purchase[s]
contemplated hereby and the use of the proceeds therefrom, all of
the requirements of Section 7.2 of the Sale Agreement have been
satisfied.  
                       Very truly yours,
                       Crompton & Knowles Receivables Corporation
                     By
                     Title



                           Schedule I
                               to
                  Incremental Purchase Requests

        Summary of Information Relating to Proposed Sale(s)
     1.     Dates, Amounts, Purchaser(s), Proposed Tranche
Periods

A1   Date of Notice                                    _________

A2   Measurement Date (the last 
Business Day of the week
immediately preceding the 
week in which the Date of
Notice occurs)                                          _________
  
A3  Proposed Purchase Dates  _______ ________  _______  _________ 
(each of which is a 
Business Day)

A4     Respective Proposed
Incremental Purchase on 
each such Purchase Date  $_______  $_______  $_______   $_______  
(each Incremental          (A4A)     (A4B)     (A4C)     (A4D)
Purchase must be in a
minimum amount of 
$1,000,000 and multiples 
thereof, or, if less, an 
amount equal to the
Maximum Incremental
Purchase Amount)

A5     Proposed Allocation
among Purchasers
       Windmill   $_______   $_______   $_______        $_______
       Liquidity 
       Providers  $_______   $_______   $_______        $_______
       Enhancer   $_______   $_______   $_______        $_______

A6     Tranche Period
and, for Committed
Purchasers, Tranche Rate(s) 
             Starting Date ________ ________ ________ ________  
             Ending Date   ________ ________ ________ ________
             Number of Days ________ ________ ________ ________   
                
             Prime or Eurodollar
            (for Committed
             Purchasers only) ________ ________ ________ ________ 
                    

Each proposed Purchase Date must be a Business Day and must      
occur no later than two weeks after the Measurement Date set      
forth above.  The choice of Measurement Date is a risk      
undertaken by the Seller.  If a selected Measurement Date is      
not the applicable Purchase Date, the Seller's choice and      
disclosure of such date shall not in any manner diminish or      
waive the obligation of the Seller to assure the Purchasers      
that, after giving effect to the proposed Purchase, the      
actual Sold Interest as of the date of such proposed      
Purchase does not exceed 100%.


                            Exhibit B
                               to
                     Receivables Sale Agreement

          Form of Notification of Assignment from Windmill
                   to the Committed Purchasers

                      ______________, 199_


Crompton & Knowles
  Receivables Corporation
_____________________
_____________________

ABN AMRO Bank N.V., as Agent
Asset Securitization, Structured Finance
Suite 725
135 South LaSalle Street
Chicago, Illinois 60674-9135
Attn:  Enhancer-Windmill

[Insert Name and Address of each
 Liquidity Provider]

         Re: Receivables Sale Agreement dated as of December      
              11,1998 (the "Sale Agreement") among 
        Crompton & Knowles Receivables Corporation, as Seller,    
 Crompton & Knowles Corporation, as Initial Collection Agent,     
             ABN AMRO Bank N.V., as Agent, 
                 and the Purchasers thereunder

Ladies and Gentlemen:

     The Agent under the above-referenced Sale Agreement hereby
notifies each of you that Windmill has notified the Agent
pursuant to Section 2.1(a) of the Sale Agreement that it will
sell to the Committed Purchasers on ____________ (the "Put Date")
____% of Windmill's Investment and related Windmill Settlement
(the "Assigned Interest").  In accordance with the terms of the
Sale Agreement, each Liquidity Provider and the Enhancer must
purchase from Windmill on the Put Date its respective Purchase
Percentage of the Assigned Interest by paying its Purchase Price
therefor described on Schedule I hereto.  As further provided in
Section 2.1 of the Sale Agreement, upon payment by a Committed
Purchaser of its Purchase Price to the Agent, effective as of the
Put Date the assignment by Windmill to such Committed Purchaser
of its Purchased Percentage of the Assigned Interest shall be
complete, subject to the purchase of any additional portion of
the Assigned Interest pursuant to Section 2.1(b) upon the failure
of a Liquidity Provider to pay its Purchase Price.
     In accordance with the Sale Agreement, Windmill's acceptance
of the Purchase Price payable by each Committed Purchaser
constitutes its representation and warranty that it is the legal
and beneficial owner of the Assigned Interest free and clear of
any Adverse Claim created by Windmill and that on the Put Date it
is not subject to any bankruptcy, insolvency or similar
proceeding described in Section 2.1(e) of the Sale Agreement.

                                Very truly yours,
                                ABN AMRO Bank N.V., as Agent
                                By _______________________
                                Name______________________
                                Title_____________________
                                By________________________
                                Name______________________
                                Title_____________________



                             Schedule I
                                 to
                       Notification of Assignment


                        Dated ___________, 199_
I.     Percentage of Windmill Investment and related Windmill
Settlement assigned: ___%

II.     Information for each Committed Purchaser.

     Purchaser     Purchased Percentage     Purchase Price

   _____________   _____________________   _______________

   _____________   _____________________   _______________

   _____________   _____________________   _______________

   _____________   _____________________   _______________

   _____________   _____________________   _______________

III.     Information for Seller.

     A.  Aggregate Windmill Investment Assigned: $______________.

     B.  Aggregate Windmill Settlement Assigned: $______________.

     C.  Aggregate amounts allocated to clause (b) of the
definition of Purchase Price:  
          $___________.


                            Exhibit C
                                to
                   Receivables Sale Agreement

           Form of Notification of Assignment to Windmill
                   From the Committed Purchasers

                         ______________, 199_

Crompton & Knowles
 Receivables Corporation
_______________________
_______________________

ABN AMRO Bank N.V., as Agent
Asset Securitization, Structured Finance
Suite 725
135 South LaSalle Street
Chicago, Illinois 60674-9135
Attn:  Enhancer-Windmill

[Insert Name and Address of each
  Liquidity Provider]

       Re:     Receivables Sale Agreement dated as of             
           December 11, 1998 (the "Sale Agreement") among         
 Crompton & Knowles Receivables Corporation, as Seller,        
Crompton & Knowles Corporation, as Initial Collection             
    Agent, ABN AMRO Bank N.V., as Agent, and the                  
     Purchasers thereunder

Ladies and Gentlemen:

     The Agent under the above-referenced Sale Agreement hereby
notifies each of you that Windmill has notified the Agent
pursuant to Section 2.2 of the Sale Agreement that it will
purchase from the Committed Purchasers on ____________ (the
"Purchase Date") that portion of the Committed Purchasers'
Investments identified on Schedule I hereto (the "Assigned
Interest").  As further provided in Section 2.2 of the Sale
Agreement, upon payment by Windmill to the Agent of the purchase
price of such Investments described on Schedule I hereto,
effective as of the Purchase Date the assignment by the Committed
Purchasers to Windmill of the Assigned Interest shall be complete
and all payments thereon under the Sale Agreement shall be made
to Windmill.
     In accordance with the Sale Agreement, each Committed
Purchaser's acceptance of the portion purchase price payable to
it described on Schedule I hereto constitutes its representation
and warranty that it is the legal and beneficial owner of the
portion of the Assigned Interest related to its Purchase Interest
identified on Schedule I free and clear of any Adverse Claim
created or granted by it and that on the Purchase Date it is not
subject to a Bankruptcy Event.

                                  Very truly yours,
                                  ABN AMRO Bank N.V., as Agent

                                  By_________________________
                                  Name_______________________
                                  Title______________________


                                  By_________________________
                                  Name_______________________
                                  Title______________________

                            Schedule I
                                to
                   Notification of Assignment


                   Dated ___________, 199_

I.  Amount of Committed Purchaser Investment Assigned: $_________

II. Information for each Committed Purchaser.

     Purchaser     Purchase Interest     Purchase Price* 

     _________     ________________      _______________

     _________     ________________      _______________

     _________     ________________      _______________

     _________     ________________      _______________

     _________     ________________      _______________

III.     Information for Seller.
     Aggregate amounts of purchase price in excess of amount of
Investment assigned:  $_______________.




                        Exhibit D-1
                 Form of Periodic Report


                       Exhibit D-2
                  Form of Daily Report


                       Exhibit E
           Addresses and Names of Seller and Originators

     1.     Locations.  (a) The chief executive office of the
Seller and each Originator are located at the following address:
     
     Crompton & Knowles Receivables Corporation
     Benson Road
     Middlebury, Connecticut 06749
     
     Uniroyal Chemical Company, Inc.
     Benson Road
     Middlebury, Connecticut 06749

     Uniroyal Chemical Export Ltd.
     Benson Road
     Middlebury, Connecticut 06749
     
     Davis Standard Corporation
     1 Extrusion Drive
     Pawcatuck, Connecticut 06379

     Crompton & Knowles Colors Incorporated
     3001 North Graham Street
     Charlotte, North Carolina 28206

No such address was different at any time since December 31, 1997

     (b)     The following are all the locations where the Seller
and each Originator directly or through its agents maintain any
Records:
     Station Place
     Metro Center
     Stamford, Connecticut 06902
     
     Route 724
     Bidsboro, Pennsylvania 19508

     2.     Names.  The following is a list of all names
(including trade names or similar appellations) used by the
Seller and each Originator or any of its divisions or other
business units: 
     
     None. 
                             Exhibit F
                            Subsidiaries

                             Exhibit G

                      Lock Boxes and Lock-Box Banks

Bank           Lock-Box Number            Collection Account

Citibank       8429, 2049, and 8129       4049-8376

Fleet Bank     30586                      058-8001

First Union
National Bank  9595                       8126-1733
First Union
National Bank  601247                     2011-3077884317

                           Exhibit H

                 to Receivables Sale Agreement

                   Form of Lock Box Letter

[Name of Lock Box Bank]

Ladies and Gentlemen:

     Reference is made to the lock-box numbers _______________ in
__________ and the associated the lock-box demand deposit account
number ____________ maintained with you (such lock-boxes and
associated lock-box demand deposit account, collectively, the
"Accounts"), each in the name of [Name of Originator] ("[___]"). 
[___] hereby confirms it has sold all Receivables (as defined
below) to Crompton & Knowles Receivables Corporation (the
"Seller").
     In connection with the Receivables Sale Agreement, dated as
of December 11, 1998 (as amended, supplemented or otherwise
modified from time to time, the "Receivables Sale Agreement"),
among the Seller, Windmill Funding Corporation ("Windmill"), the
financial institutions from time to time party thereto
(collectively, the "Liquidity Providers"), ABN AMRO Bank N.V., as
provider of the program letter of credit (the "Enhancer"), and
ABN AMRO Bank N.V., as agent (the "Agent") for Windmill, the
Liquidity Providers and the Enhancer (collectively, the
"Purchasers"), the Seller has assigned to the Agent for the
benefit of the Purchasers an undivided percentage interest in the
accounts, chattel paper, instruments or general intangibles
(collectively, the "Receivables") under which payments are or may
hereafter be made to the Accounts, and has granted to the Agent
for the benefit of the Purchasers a security interest in its
retained interest in such Receivables.  As is the customary
practice in this type of transaction, we hereby request that you
execute this letter agreement.  All references herein to "we" and
"us" refer to [_____] and the Seller, jointly and severally. 
Your execution hereof is a condition precedent to our continued
maintenance of the Accounts with you.
     We hereby transfer exclusive dominion and control of the
Accounts to the Agent, subject only to the condition subsequent
that the Agent shall have given you notice that a "Termination
Event" has occurred and is continuing under the Receivables Sale
Agreement and of its election to assume such dominion and
control, which notice shall be in substantially the form attached
hereto as Annex A (the "Agent's Notice").
     At all times prior to the receipt of the Agent's Notice
described above, all payments to be made by you out of, or in
connection with the Accounts, are to be made in accordance with
the instructions of the Seller or its agent.
     We hereby irrevocably instruct you, at all times from and
after the date of your receipt of the Agent's Notice as described
above, to make all payments to be made by you out of, or in
connection with, the Accounts directly to the Agent, at its
address set forth below its signature hereto or as the Agent
otherwise notifies you, or otherwise in accordance with the
instructions of the Agent.
     We also hereby notify you that, at all times from and after
the date of your receipt of the Agent's Notice as described
above, the Agent shall be irrevocably entitled to exercise in our
place and stead any and all rights in connection with the
Accounts, including, without limitation, (a) the right to specify
when payments are to be made out of, or in connection with, the
Accounts and (b) the right to require preparation of duplicate
monthly bank statements on the Accounts for the Agent's audit
purposes and mailing of such statements directly to an address
specified by the Agent.  At all times from and after the date of
your receipt of the Agent's Notice, neither we nor any of our
affiliates shall be given any access to the Accounts.
     The Agent's Notice may be personally served or sent by
telex, facsimile or U.S. mail, certified return receipt
requested, to the address, telex or facsimile number set forth
under your signature to this letter agreement (or to such other
address, telex or facsimile number as to which you shall notify
the Agent in writing).  If the Agent's Notice is given by telex
or facsimile, it will be deemed to have been received when the
Agent's Notice is sent and the answerback is received (in the
case of telex) or receipt is confirmed by telephone or other
electronic means (in the case of facsimile).  All other notices
will be deemed to have been received when actually received or,
in the case of personal delivery, delivered.
     By executing this letter agreement, you acknowledge the
existence of the Agent's right to dominion and control of the
Accounts and its ownership of and security interest in the
amounts from time to time on deposit therein and agree that from
the date hereof the Accounts shall be maintained by you for the
benefit of, and amounts from time to time therein held by you as
agent for, the Agent on the terms provided herein.  The Accounts
are to be entitled "Crompton & Knowles Receivables Corporation
and ABN AMRO Bank N.V., as Agent for the Purchasers" with the
subline ["Name of Originator"].  Except as otherwise provided in
this letter agreement, payments to the Accounts are to be
processed in accordance with the standard procedures currently in
effect.  All service charges and fees in connection with the
Accounts shall continue to be payable by us under the
arrangements currently in effect.
     By executing this letter agreement, you (a) irrevocably
waive and agree not to assert, claim or endeavor to exercise, (b)
irrevocably bar and estop yourself from asserting, claiming or
exercising and (c) acknowledge that you have not heretofore
received a notice, writ, order or other form of legal process
from any other party asserting, claiming or exercising, any right
of set-off, banker's lien or other purported form of claim with
respect to the accounts or any funds from time to time therein. 
Except for your right to payment of your service charge and fees
and to make deductions for returned items, you shall have no
rights in the Accounts or funds therein, except deductions for
service charges, fees and returned or misplaced items.  To the
extent you may ever have any additional rights, you hereby
expressly subordinate all such rights to all rights of the Agent.
     You may terminate this letter agreement by cancelling the
Accounts maintained with you, which cancellation and termination
shall become effective only upon thirty (30) days prior written
notice thereof from you to the Agent in the absence of fraud or
abuse.  Incoming mail addressed to the Accounts (including,
without limitation, any direct funds transfer to the Accounts)
received after such cancellation shall be forwarded in accordance
with the Agent's instructions.  This letter agreement may also be
terminated upon written notice to you by the Agent stating that
the Receivables Sale Agreement is no longer in effect.  Except as
otherwise provided in this paragraph, this letter agreement may
not be terminated without the prior written consent of the Agent.
     This letter agreement contains the entire agreement between
the parties with respect to the subject matter hereof, and may
not be altered, modified or amended in any respect, nor may any
right, power or privilege of any party hereunder be waived or
released or discharged, except upon execution by you, us and the
Agent of a written instrument so providing.  The terms and
conditions of any agreement between us and you (a "Lock-Box
Service Agreement") (whether now existing or executed hereafter)
with respect to the lock-box arrangements, to the extent not
inconsistent with this letter agreement, will remain in effect
between you and us.  In the event that any provision in this
letter agreement is in conflict with, or inconsistent with, any
provision of any such Lock-Box Service Agreement, this letter
agreement will exclusively govern and control.  Each party agrees
to take all actions reasonably requested by any other party to
carry out the purposes of this letter agreement or to preserve
and protect the rights of each party hereunder.
     [___] agrees to indemnify, defend and hold harmless you and
your affiliates, directors, officers, employees, agents,
successors and assigns (each, an "Indemnitee") from and against
any and all liabilities, losses, claims, damages, demands, costs
and expenses of every kind (including but not limited to costs
incurred as a result of items being deposited in the Account and
being unpaid for any reason, reasonable attorney's fees and the
reasonable charges of your in-house counsel) incurred or
sustained by any Indemnitee arising out of your performance of
the services contemplated by this Lock-Box Letter, except to the
extent such liabilities, losses, claims, damages, demands, costs
and expenses are the direct result of your gross negligence or
willful misconduct.  The provisions of this paragraph shall
survive the termination of this Lock-Box Letter.
     In the event [___] becomes subject to a voluntary or
involuntary proceeding under the United States Bankruptcy Code,
or if you are otherwise served with legal process which you in
good faith believe affects funds in the Account you may suspend
disbursements from the Account otherwise required by the terms
hereof until such time as you receive an appropriate court order
or other assurances satisfactory to you establishing that the
funds may continue to be disbursed according to the instructions
contained in this Lock-Box Letter.
     This letter agreement and the rights and obligations of the
parties hereunder will be governed by and construed and
interpreted in accordance with the laws of the state of New York. 
This letter agreement may be executed in any number of
counterparts and all of such counterparts taken together will be
deemed to constitute one and the same instrument.
     Please indicate your agreement to the terms of this letter
agreement by signing in the space provided below.  This letter
agreement will become effective immediately upon execution of a
counterpart of this letter agreement by all parties hereto.
                       Very truly yours,
                       [Name of Originator]
                       By:__________________________
                       Title:_______________________
                       Crompton & Knowles Receivables Corporation
                       By:__________________________
                       Title:_______________________
Accepted and confirmed as of
the date first written above:

By:  ABN AMRO Bank N.V., as Agent


By:___________________________
Title:__________________________


By:____________________________
Title:___________________________

Address of notice:

     ABN AMRO Bank N.V.
     Structured Finance, Asset Securitization
     135 South LaSalle Street
     Chicago, Illinois 60674
     Attention:  Purchaser Agent-Windmill
     Telephone Number:  (312) 904-6263
     Telecopy Number:  (312) 904-6376


Acknowledged and agreed to as of the date first written above:

[Name of Bank]


By:___________________________
Title:__________________________

Address for notice:

     _______________________________
     _______________________________

                                   Annex A to Lock-Box Letter

[Name of Bank]

       Re:  Crompton & Knowles Receivables Corporation
            Lock Box Numbers ______________
            Lock-Box Account Number ____________

Ladies and Gentlemen:

     Reference is made to the letter agreement dated
_________________ (the "Letter Agreement") among [Name of
Originator], Crompton & Knowles Receivables Corporation, the
undersigned, as Agent, and you concerning the above-described
lock-boxes and lock-box account (collectively, the "Accounts"). 
We hereby give you notice that a "Termination Event" has occurred
and is continuing under the Receivables Sale Agreement (as
defined in the Letter Agreement) and of our assumption of
dominion and control of the Accounts as provided in the Letter
Agreement.
     We hereby instruct you not to permit any other party to have
access to the Accounts and to make all payments to be made by you
out of or in connection with the Accounts directly to the
undersigned upon our instructions, at our address set forth
above.
                           Very truly yours,
                           ABN AMRO Bank N.V.
                           By:_________________________
                           Title:______________________
                           By:_________________________
                           Title:______________________
cc:     Crompton & Knowles Receivables Corporation

                          Exhibit I

                To Receivables Sale Agreement

                    Compliance Certificate

To:     ABN AMRO Bank N.V., as Agent, and
        each Purchaser
     This Compliance Certificate is furnished pursuant to Section
5.1(a)(iii) of the Receivables Sale Agreement, dated as of
December 11, 1998 (as amended, supplemented or otherwise modified
through the date hereof, the "Sale Agreement"), among Crompton &
Knowles Receivables Corporation (the "Seller"), Crompton &
Knowles Corporation (the "Initial Collection Agent"), the
liquidity providers from time to time party thereto
(collectively, the "Liquidity Providers"), Windmill Funding
Corporation ("Windmill") and ABN AMRO Bank N.V., as the provider
of the program letter of credit (the "Enhancer" and together with
the Liquidity Providers and Windmill, the "Purchasers"), and ABN
AMRO Bank N.V. as agent for the Purchasers (in such capacity, the
"Agent").  Terms used in this Compliance Certificate and not
otherwise defined herein shall have the respective meanings
ascribed thereto in the Sale Agreement.
     The undersigned hereby represents, warrants, certifies and
confirms that:
     1.     The undersigned is a duly elected Designated
Financial Officer of the undersigned.
     2.     Attached hereto is a copy of the financial statements
described in Section 5.1(a)(i) or 5.1(a)(ii) of the Sale
Agreement.
     3.     The undersigned has reviewed the terms of the
Transaction Documents and has made, or caused to be made under
his/her supervision, a detailed review of the transactions and
the conditions of the Seller and each Originator during and at
the end of the accounting period covered by the attached
financial statements.
     4.     The examinations described in paragraph 3 hereof did
not disclose, and the undersigned has no knowledge of, the
existence of any condition or event which constitutes a Potential
Termination Event, during or at the end of the accounting period
covered by the attached financial statements or as of the date of
this Compliance Certificate, except as set forth below.
      5.     Based on the examinations described in paragraph 3
hereof, the undersigned confirms that the representations and
warranties contained in Article IV of the Sale Agreement are true
and correct as though made on the date hereof, except as set
forth below.
     6.     The undersigned confirms that Year 2000 remediation
efforts are proceeding as scheduled.
     7.     [Indicate whether an auditor, regulator or third
party consultant of the undersigned has issued a management
letter or other communication regarding Year 2000 exposure,
program or progress].
     Described below are the exceptions, if any, to paragraphs 4
and 5 listing, in detail, the nature of the condition or event,
the period during which it has existed and the action the
undersigned has taken, is taking or proposes to take with respect
to each such condition or event:

     The foregoing certifications, together with the computations
set forth in Schedule I hereto and the financial statements
delivered with this Compliance Certificate in support hereof, are
made and delivered this ____ day of ___________, 199__.

                        [Name of Seller or Originator]


                                 By:_______________________

                                 Designated Financial Officer


                        Exhibit J 
                   Credit and Collection Polic

                          Pricing Letter
                         December 11, 1998

Crompton & Knowles Receivables Corporation
Station Place
Metro Center
Stamford, Connecticut 06902

Ladies and Gentlemen:

     Reference is made to the Receivables Sale Agreement (the
"Sale Agreement"), dated as of December 11, 1998, among Crompton
& Knowles Receivables Corporation ("Seller"), Crompton & Knowles
Corporation (the "Initial Collection Agent"), ABN AMRO Bank N.V.,
as agent (the "Agent"), the Liquidity Providers party thereto,
the Enhancer and Windmill Funding Corporation.  For purposes of
this letter, unless otherwise defined herein, all terms defined
in the Sale Agreement and used herein have the same meaning
herein as in the Sale Agreement.  This letter is the "Pricing
Letter" referred to in, and supplements, the Sale Agreement and
is subject to all of the terms and provisions thereof.
     Liquidity Provider Eurodollar Rate.  The rate referred to in
clause (b)(i) of the definition of Eurodollar Rate is 0.75%.
     This letter shall be governed by and construed in accordance
with the laws of the State of New York and may be executed in
counterparts, each of which shall constitute an original and all
of which, when taken together, shall constitute but one
instrument.
     If this is acceptable to you, please so indicate by signing
below.
                             Sincerely,
                             ABN AMRO Bank N.V., as the Agent and 
                             as the sole Liquidity Provider
                             By:
                             Name:
                             Title:
                             By:
                             Name:
                             Title:
                             Windmill Funding Corporation
                             By:
                             Name:
                             Title:
Accepted and Agreed:
Crompton & Knowles Receivables Corporation
By
Name:
Title:

                          Fee Letter

                              December 11, 1998

Crompton & Knowles Receivables Corporation
Station Place
Metro Center
Stamford, Connecticut 06902

Ladies and Gentlemen:

     Reference is made to the Receivables Sale Agreement (the
"Sale Agreement"), dated as of December 11, 1998, among Crompton
& Knowles Receivables Corporation ("Seller"), Crompton & Knowles
Corporation (the "Initial Collection Agent"), ABN AMRO Bank N.V.,
as agent (the "Agent"), the Liquidity Providers party thereto,
the Enhancer and Windmill Funding Corporation.  For purposes of
this letter, unless otherwise defined herein, all terms defined
in the Sale Agreement and used herein have the same meaning
herein as in the Sale Agreement.  This letter is the "Fee Letter"
referred to in, and supplements, the Sale Agreement and is
subject to all of the terms and provisions thereof.
     Program Fee.  The Seller agrees to pay to the Agent, during
the period from the date hereof to the date on or after the
Liquidity Termination Date when no Aggregate Investment is
outstanding, a program fee equal to 25 basis points (0.25%) per
annum, payable monthly in arrears on the twentieth day of each
calendar month, on an amount equal to the daily average amount of
the Aggregate Commitment during the immediately preceding
calendar month, calculated on the basis of actual number of days
elapsed during the immediately preceding calendar month and a 360
day year.
     Bank Upfront Fee.  The Seller agrees to pay to the Agent, on
the date hereof, for its own account, a onetime bank upfront fee
equal to $75,000.
     Enhancer Eurodollar Rate.  The rate referred to in clause
(b)(ii) of the definition of Eurodollar Rate is 0.75%.
     The Seller shall pay to the Agent on the date hereof all
rating agency, legal and accounting expenses of the Agent and
Purchasers arising in connection with the execution, delivery,
amendment and enforcement of the Transaction Documents.
     This letter shall be governed by and construed in accordance
with the laws of the State of New York, and may be executed in
counterparts, each of which shall constitute an original and all
of which, when taken together, shall constitute but one
instrument.
     If this is acceptable to you, please so indicate by signing
below.
                               Sincerely,
                               ABN AMRO Bank N.V., as the Agent   
                               and as the Enhancer
                               
                                By:     
                                
                                Name:

                                Title:

                                By:

                                Name:

                                Title:
                                
                                Windmill Funding Corporation

                                By:

                                Name:

                                Title:
Accepted and Agreed:
Crompton & Knowles Receivables Corporation
By:
Name:
Title:

                       Limited Guaranty

     For Value Received and in consideration of advances made or
to be made, or credit given or to be given, or other financial
accommodation afforded or to be afforded to Crompton & Knowles
Receivables Corporation, a corporation organized and existing
under the laws of the State of Delaware (hereinafter designated
as "Debtor"), by the Purchasers (the "Purchasers") in the below
referenced Sale Agreement and ABN AMRO Bank N.V. as the agent (in
such capacity, the "Agent") from time to time, the undersigned
(the "Guarantor") hereby guarantees the performance by the Debtor
of the obligations now or hereafter existing pursuant to the Sale
Agreement that are full recourse obligations of the Debtor as
provided in Section 1.4(c) of the Receivables Sale Agreement
dated as of December 11, 1998 (said agreement, as it may
hereafter be amended or otherwise modified from time to time,
being the "Sale Agreement") among the Purchasers, the Agent, the
Guarantor, in its capacity as Initial Collection Agent and the
Debtor (such full recourse obligations of the Debtor as provided
in Section 1.4(c) of the Sale Agreement being, collectively, the
"Obligations"), and agrees to pay any and all expenses (including
counsel fees and expenses) incurred by the Purchasers and the
Agent in enforcing any rights under this guaranty (the
"Guaranty").  Capitalized terms used herein without definition
shall have the same meanings herein as such terms have in the
Sale Agreement.
     The Guarantor absolutely, irrevocably and unconditionally
guarantees to the Agent and each Purchaser the full and prompt
payment when due (by acceleration or otherwise) of all
Obligations of the Debtor to such Persons.  The books and records
of the Agent showing the amount of the Obligations of the Debtor
shall be admissible in evidence in any action or proceeding,
shall be binding upon the Guarantor and shall be conclusive
(absent demonstrable error) for the purpose of establishing the
amount of the Obligations of the Debtor to the Agent or any
Purchaser.  The liability of the Guarantor under this Guaranty
shall be absolute and unconditional irrespective of any lack of
genuineness, validity, legality or enforceability of any
Transaction Document or any other document, agreement or
instrument relating thereto or any assignment or transfer of any
thereof.  This is a continuing guaranty and shall remain in full
force and effect and be binding upon the Guarantor and the
Guarantor's successors and assigns.
     Waiver of Suretyship Defenses.  The Guarantor authorizes the
Agent and each Purchaser, without notice or demand and without
affecting the Guarantor's liability hereunder, from time to time
to renew, extend, accelerate, compromise, settle, restructure,
refinance, refund or otherwise change the amount and time for
payment of the Obligations, or otherwise change the terms of the
Obligations or any part thereof.  Neither the Agent nor any
Purchaser shall have any obligation to perfect, secure, marshall,
protect or insure any collateral or any collateral agreement and
the Guarantor's liability hereunder shall not be affected by the
non-perfection, invalidity, impairment or unenforceability of any
collateral or collateral agreement.
     Insolvency of Debtor.  This Guaranty shall continue to be
effective or be reinstated, as the case may be, if at any time
payment or performance of the Obligations of the Debtor, or any
part thereof, is, upon the insolvency, bankruptcy or
reorganization of the Debtor or otherwise pursuant to applicable
law, rescinded or reduced in amount or must otherwise be restored
or returned by the Agent or any Purchaser, all as though such
payment or performance had not been made.
     Exhaustion of Other Remedies Not Required.  The obligations
of the Guarantor hereunder are those of a primary obligor, and
not merely a surety, and are independent of the Obligations.  The
Guarantor unconditionally waives any right to require the Agent
or any Purchaser to (a) proceed against the Debtor or any other
obligor in respect of the Obligations; (b) proceed against or
exhaust any security held directly or indirectly on account of
the Obligations; or (c) pursue any other remedy in the Agent's or
Purchaser's powers whatsoever.  No failure or delay by the Agent
or any Purchaser in exercising any right, power or privilege
hereunder shall operate as a waiver thereof nor shall any single
or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any other right, power or
privilege.
     Waiver of Notices.  The Guarantor hereby waives (i) notice
of acceptance of this Guaranty and of any extension of any loan
or other financial accommodation by the Agent or any Purchaser to
the Debtor; (ii) presentment and demand for payment of any of the
Obligations; (iii) protest and notice of dishonor or default to
the Guarantor or to any other party with respect to any of the
Obligations; and (iv) all other notices to which the Guarantor
might otherwise be entitled.
     Amendments.  No amendment or waiver of any provision of this
Guaranty shall in any event be effective unless the same shall be
in writing and signed by the Agent and each Purchaser.
     Payment of Expenses.  The Guarantor agrees to pay all
reasonable attorneys' fees and charges, including the reasonable
disbursements of internal counsel, and all other reasonable costs
and expenses which may be incurred by the Agent or any Purchaser
in the enforcement of this Guaranty.
     Governing Law/Trial By Jury.  This Guaranty and the rights
and obligations of the Guarantor, the Agent and each Purchaser
under this Guaranty shall be governed by, and construed and
interpreted in accordance with, the law of the State of New York. 
The Guarantor waives any right it may have to a jury trial in
connection with any action, suit or proceeding arising out of or
related in any way to this Guaranty.
     Subrogation.  The Guarantor shall not exercise any
subrogation rights which it may have under this Guaranty nor
shall the Guarantor seek any reimbursement from the Debtor unless
and until all of the Obligations have been paid in full.


     In Witness Whereof, the Guarantor has caused this Guaranty
to be executed as of the date and year first above written.

                         Crompton & Knowles Corporation


                         By:
                         Title: