Exhibit 10.91


 


THIRD AMENDMENT

Dated
as of August 31, 2007

to

FOURTH AMENDED AND RESTATED

RECEIVABLES SALE AGREEMENT

Dated as of September 28, 2006


 


THIS
THIRD AMENDMENT (the “Amendment”), dated
as of August 31, 2007, is entered into among Crompton & Knowles
Receivables Corporation, a Delaware corporation, as Seller (the “Seller”), Chemtura
Corporation (f/k/a Crompton Corporation), a Delaware corporation, as the
initial Collection Agent (the “Initial
Collection Agent”), and, together with any successor
thereto, the “Collection Agent”), ABN
AMRO Bank N.V., as agent for the Purchaser Group to which Amsterdam is a party
and the Purchasers (the “Agent”), Calyon
New York Branch (“Calyon”),
as the Purchaser Agent for the Purchaser Group to which
Atlantic is a party, Wachovia Bank, National Association (“Wachovia”), as Letter of Credit issuer (in
such capacity, the “LC Issuer”)  and
as Purchaser Agent for the Purchaser Group to which VFCC is a party, the other
Purchaser Agents from time to time party hereto, the related bank purchasers
party hereto (the “Related Bank Purchasers”), Amsterdam
Funding Corporation (“Amsterdam”), as a Conduit Purchaser, Atlantic Asset
Securitization LLC (“Atlantic”), as a Conduit Purchaser, Variable Funding Capital
Company, LLC (“VFCC”),
as a Conduit Purchaser and the other Conduit Purchasers from
time to time party hereto.


 


Reference
is hereby made to that certain Fourth Amended and Restated Receivables Sale
Agreement, dated as of September 28, 2006 (as amended, supplemented or
otherwise modified through the date hereof, the “Sale Agreement”), among the Seller, the Initial
Collection Agent, the Purchaser Agents from time to time party thereto, the
Related Bank Purchasers from time to time party thereto, the Conduit Purchasers
from time to time party thereto and the Agent. Terms used herein and not
otherwise defined herein which are defined in the Sale Agreement or the other
Transaction Documents (as defined in the Sale Agreement) shall have the same
meaning herein as defined therein.


 


For
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as follows:


 


Section I. Upon execution by the parties hereto in the space provided for that
purpose below, the Sale Agreement shall be, and it hereby is, amended as
follows:


 


(a)           The defined term “Concentration Limit” appearing in
Schedule I of the Sale Agreement is hereby amended in its entirety and as so
amended shall read as follows


 


“Concentration Limit” means with respect to any Obligor (i) with
senior unsecured long-term indebtedness rated A (or higher) by S&P and A2
(or higher) by Moody’s, an amount not to exceed 5.0% of the Gross Eligible
Receivables Balance, (ii) with senior unsecured long-term indebtedness
rated BBB- but lower


 

















 


than A by S&P and at least Baa3 but lower than A2 by Moody’s, an
amount not to exceed 3.33% of the Gross Eligible Receivables Balance and (iii) with
respect to all other Obligors not covered in clauses (i) and (ii) and
not then the subject of a Special Limit, an amount not to exceed 2.0% of the
Gross Eligible Receivables Balance.


 


(b)           The defined term “Dilution
Reserve” appearing in Schedule I of the Sale Agreement is hereby
amended in its entirety and as so amended shall read as follows:


 


“Dilution Reserve” shall
mean the product of (x) the Dilution Stress Factor multiplied by (y) the
highest rolling three-month average Dilution Ratio the most recent 12-calendar
months.


 


(c)           Clauses (i) and (ii) the defined term “Eligible Receivable” appearing in Schedule
I of the Sale Agreement are hereby amended in their entirety and as so amended
shall read as follows:


 


(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 20% of Eligible Receivables in the aggregate at any time may
consist of Receivables due from Obligors which are not residents of, or
organized under the laws of, or with chief executive offices in, the USA; (b) is
not an Affiliate of any Originator; (c) if a Governmental Authority is
domiciled in the USA; (d) has not suffered a Bankruptcy Event; (e) is
a customer of the Originator in good standing; (f) is not the Obligor of
Receivables 50% or more of which are Defaulted Receivables; and (g) is not
Honeywell International Inc. or any of its Affiliates;


 


(ii)           which is stated to be due and payable
within 90 days after the invoice therefor; provided,
however, that not more than 15% of the Gross Eligible Receivables
Balance (other than the portion of the Gross Eligible Receivables Balance
represented by Eligible Foreign Receivables) at any time may consist of
Receivables which are stated to be due and payable within 91 to 180 days after
invoice therefor, provided that
any Purchaser Agent may remove or discontinue this allowance for Receivables
due within 91 to 180 days after the invoice thereafter set forth in this
subsection (ii) from the criteria for Eligible Receivables upon not less
than three Business Days prior written notice to the Seller, Collection Agent
and Agent in the sole discretion of such Purchaser Agent;


 


2

















 


(d)           The defined term “Eligible
Receivables Balance” appearing in Schedule I of the Sale Agreement
is hereby amended in its entirety and as so amended shall read as follows:


 


“Eligible
Receivables Balance” means, at any time, (a) the
Gross Eligible Receivables Balance less (b) without duplication an amount
equal to the sum of (1) the portion of the aggregate outstanding principal
balance of Eligible Receivables which exceed the Concentration Limit or the
Special Limit plus (2) the dollar amounts of the Tax Liability Amount plus
(3) any interest finance charges or late fees that would otherwise
constitute a portion of each Eligible Receivable, plus (4) a portion of
the Gross Eligible Receivables Balance consisting of Foreign Receivables that
exceeds the Foreign Concentration Limit, plus (5) a portion of the Gross
Eligible Receivables Balance consisting of Governmental Receivables that exceed
the Governmental Receivable Concentration Limit.


 


(e)           The
defined term “Loss Reserve” appearing
in Schedule I of the Sale Agreement is hereby amended be deleting the reference
“12.0%” appearing in clause (A) and
replacing it with “10.0%.”


 


(f)            Clause (d) of the defined term “Termination Date” is hereby amended in
its entirety and as so amended shall read as follows:


 


(d)                                 August 30, 2010.


 


(g)           The following new defined terms are hereby added to
Schedule I of the Sale Agreement in the appropriate alphabetical order as
follows:


 


“Dilution Stress
Factor” shall be determined according to the following
table:


 


	
  Moody’s Long-Term

  	
   

  	
  S&P Long-Term

  	
   

  	
   

  
	
  Unsecured Debt

  	
   

  	
  Unsecured Debt

  	
   

  	
  Dilution Stress

  
	
  Ratings for Parent

  	
   

  	
  Ratings for Parent

  	
   

  	
  Factor

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Greater than Baa3

  	
   

  	
  Greater than BBB-

  	
   

  	
  2.5x

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Baa3

  	
   

  	
  BBB-

  	
   

  	
  2.5x

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bal

  	
   

  	
  BB+

  	
   

  	
  3.0x

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ba2

  	
   

  	
  BB

  	
   

  	
  3.0x

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ba3

  	
   

  	
  BB-

  	
   

  	
  4.0x

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Below Ba3 or no rating

  	
   

  	
  Below BB- or no rating

  	
   

  	
  5.0x

  



 


3

















 


If the long-term unsecured debt rating of the
Parent from Moody’s is at least Baa3 and from S&P is at least BBB-, then
the Dilution Stress Factor for the higher of the two ratings apply. If the
long-term unsecured debt rating of the Parent is less than Baa3 by Moody’s or
less than BBB- by S&P or has been withdrawn by either such Rating Agency,
then (i) the Dilution Stress Factor for the lower of the two ratings
levels set forth above apply if the rating grade variance is not more than one
gradation and (ii) the Dilution Stress Factor that is one notch above the
lower of the two ratings levels set forth above applies if the rating grade
variance is two notches or more. If the long-term unsecured indebtedness of the
Parent is rated Bal or BB+ or lower by both Moody’s and S&P, then the
Dilution Stress Factor for the lower of the two ratings levels set forth above
applies.


 


“Foreign Receivable”
means any Receivable (i) the Obligor of which is
domiciled in an OECD Country other than the United States of America and (ii) which
otherwise satisfies the requirements of an “Eligible
Receivable”.


 


“Foreign Receivable
Concentration Limit” means (A) with respect to
Foreign Receivables described in clauses (B) and (C) below in the
aggregate, an amount not to exceed the 20% of the Eligible Receivable Balance,
(B)(i) with respect to all Foreign Receivables the Obligors of which are
domiciled in either the United Kingdom and/or Canada, an amount not to exceed
10.0% of the Eligible Receivable Balance, and (ii) with respect to all
Foreign Receivables the Obligors of which are domiciled in an OECD Country with
a long-term foreign currency rating of not less than A by S&P and A2 by
Moody’s that is not the United Kingdom or Canada, an amount not to exceed 10.0%
of the Eligible Receivable Balance, and (C) with respect to all Foreign
Receivables the Obligors of which are domiciled in any OECD Country in clauses (A) and
(B) above, 1.0% (for each such Obligor) of the Eligible Receivable
Balance.


 


“Governmental
Receivable” means any Receivable (i) the Obligor
of which is a Governmental Authority domiciled in the United States and (ii) which
otherwise satisfies the requirements of an “Eligible
Receivable.”


 


4

















 


“Governmental
Receivable Concentration Limit” means with respect to all Governmental
Receivables, for any governmental agency, an amount not to exceed 1.0% of the
Eligible Receivable Balance.


 


“Gross
Eligible Receivables Balance” means the aggregate outstanding principal balance of all Eligible
Receivables.


 


“OECD”
means the
Organization for Economic Cooperation and Development.


 


“OECD Country” means a country that is a member of the OECD.


 


(h)           Exhibit F to
the Sale Agreement is hereby amended in its entirety and as  so amended shall read as set forth on Exhibit F
attached hereto.


 


Section 2. The Sale Agreement, as amended and
supplemented hereby or as contemplated herein, and all rights and powers
created thereby and thereunder or under the other Transaction Documents and all
other documents executed in connection therewith, are in all respects ratified
and confirmed. From and after the date hereof, the Sale Agreement shall be
amended and supplemented as herein provided, and, except as so amended and
supplemented, the Sale Agreement, each of the other Transaction Documents and
all other documents executed in connection therewith shall remain in full force
and effect. By executing this Amendment, Chemtura Corporation confirms that it
is the “Guarantor”
under the Limited Guaranty
and that the Limited Guaranty and Chemtura Corporation’s obligations thereunder
remain in full force and effect.


 


Section 3. This Amendment shall become effective only
once the Agent has received executed counterparts of this Amendment.


 


Section 4. This Amendment may be executed in two or more
counterparts, each of which shall constitute an original but both or all of
which, when taken together, shall constitute but one instrument.


 


Section 5. This Amendment shall be governed and
construed in accordance with the internal laws of the State of New York.


 


5
















 


IN
WITNESS WHEREOF, the parties have caused this Amendment to be executed
and delivered by their duly authorized officers as of the date first above
written.


 


	
   

  	
  ABN AMRO BANK N.V., as the Related Bank

  
	
   

  	
  Purchaser for Amsterdam, as the Amsterdam

  
	
   

  	
  Purchaser and as the Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
  Title:

  	
  SVP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Adnan Bhanpuri

  
	
   

  	
   

  	
  ADNAN BHANPURI

  
	
   

  	
  Title:

  	
  VICE PRESIDENT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AMSTERDAM
  FUNDING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION,

  
	
   

  	
  as the LC Issuer, the Related Bank
  Purchaser

  
	
   

  	
  for VFCC and as the VFCC Purchaser Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  VARIABLE FUNDING CAPITAL COMPANY, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  WACHOVIA CAPITAL MARKETS, LLC,

  
	
   

  	
   

  	
  as Attorney-in-Fact

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Douglas R. Wilson, Sr

  
	
   

  	
   

  	
  Douglas R. Wilson, Sr

  
	
   

  	
  Title:

  	
  Director

  
				



 


6

















 


	
   

  	
   

  	
  CALYON NEW YORK BRANCH, as the Related

  
	
   

  	
   

  	
  Bank Purchaser for Atlantic and as the

  
	
   

  	
   

  	
  Atlantic Purchaser Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Richard McBride

  	
   

  	
  By:

  	
  /s/ Kostantina Kourmpetis

  
	
  RICHARD McBRIDE

  	
   

  	
   

  	
  Kostantina Kourmpetis

  
	
  DIRECTOR

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ATLANTIC ASSET SECURITIZATION LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Richard McBride

  	
   

  	
  By:

  	
  /s/ Kostantina Kourmpetis

  
	
  RICHARD McBRIDE

  	
   

  	
   

  	
  Kostantina Kourmpetis

  
	
  DIRECTOR

  	
   

  	
  Title:

  	
  Managing Director

  
					



 


7

















 


	
   

  	
   

  	
  CROMPTON & KNOWLES RECEIVABLES

  
	
   

  	
   

  	
  CORPORATION, as Seller

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CHEMTURA CORPORATION (F/K/A CROMPTON

  
	
   

  	
   

  	
  CORPORATION), as Initial Collection Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Secretary

  
					



 


8

















 


EXHIBIT F


 


LOCK BOXES AND
LOCK-BOX BANKS


 


EXHIBIT REDACTED