Exhibit 10.87


 


LETTER AGREEMENT REGARDING RECEIVABLES PURCHASE AGREEMENT


 


THIS
LETTER AGREEMENT, dated as of May 31, 2007 (as amended, restated or
otherwise modified from time to time, the “Letter Agreement”) by and among
CHEMTURA CORPORATION (as successor to Crompton & Knowles Corporation) (“Chemtura”),  a Delaware corporation, as the Initial
Collection Agent and as a Seller, HATCO CORPORATION (“Hatco”),  a New Jersey corporation, ANDEROL, INC. (“Anderol”),  a New Jersey corporation, and CROMPTON &
KNOWLES RECEIVABLES CORPORATION, a Delaware corporation, as Buyer (the “Buyer”)  refers
to the RECEIVABLES PURCHASE AGREEMENT, dated as of September 28, 2006 (as
amended, amended and restated or otherwise modified from time to time, the “Agreement”),
by and among Chemtura, as the Initial Collection Agent, the Buyer, and certain
affiliates of Chemtura named therein, as sellers (the “Sellers”).


 


W I T N E S S E T H:


 


WHEREAS,
Chemtura and the Buyer have previously entered into and are currently party to
the Agreement pursuant to which Chemtura and certain other affiliates of
Chemtura agreed to sell to Buyer, and Buyer agreed to buy from those Persons,
all of the Receivables and Related Assets generated by each such Person;


 


WHEREAS,
pursuant to the Fourth Amended and Restated Receivables Sale Agreement, dated
as of September 28, 2006, among the Buyer, the Initial Collection Agent,
Amsterdam Funding Corporation (“Amsterdam”), Atlantic Asset Securitization LLC
(“Atlantic”), Variable Funding Capital Company, LLC (“VFCC”), ABN AMRO Bank
N.V. as the Agent and as Amsterdam Purchaser Agent, Wachovia Bank, National
Association, as the LC Issuer and as VFCC Purchaser Agent, Calyon New York
Branch as the Atlantic Purchaser Agent, the other Purchaser Agents from time to
time party thereto, the Related Bank Purchasers from time to time party thereto
and the other Conduit Purchasers from time to time party thereto (as amended,
restated or otherwise modified from time to time in accordance with its terms,
the “Sale
Agreement”),  the Buyer has
transferred to the Purchaser Agents, for the benefit of the Conduit Purchasers
and the Related Bank Purchasers, all of Buyer’s right, title and interest in
and to the Agreement, including, without limitation, interests in the
Receivables sold to Buyer pursuant thereto;


 


WHEREAS,
each of Hatco and Anderol wishes to sell, transfer and assign Receivables and
Related Purchased Assets to Buyer as though it were a Seller under the
Agreement and Buyer wishes to purchase Receivables and Related Purchased Assets
from each of Hatco and Anderol as though it were a Seller under the Agreement,
all effective as of May 31, 2007;


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, intending to be legally
bound, agree as follows:


 


SECTION 1.
Defined Terms. Unless otherwise amended by the terms of this Agreement,
terms used in this Letter Agreement shall have the meanings assigned in the
Agreement.


 

















 


SECTION 2.
Adoption of Agreement.


 


(a)             Each of the
parties hereto agrees that, effective as of May 31, 2007 (the “Effective
Date”), each of Hatco and Anderol agrees to sell, transfer, assign, set over
and otherwise convey to Buyer, and Buyer agrees to purchase from each of Hatco
and Anderol, all Receivables and other Related Purchased Assets originated by
Hatco and Anderol on the terms and conditions set forth in the Agreement, a
copy of which is attached as Exhibit A hereto.


 


(b)             From and after the
Effective Date, each of the parties hereto shall consider the term “Seller” to
include each of Hatco and Anderol. In addition, from and after the Effective
Date, each of Hatco and Anderol hereby agree to be bound by all of the terms
and conditions applicable to a Seller contained in the Agreement and the other
Transaction Documents.


 


(c)             In connection with
the execution and delivery of this Amendment, each of Hatco and Anderol hereby
makes, with respect to itself, the representations and warranties set forth in Section 5.1
of the Agreement.


 


Hatco
is a corporation organized under the laws of the State of New Jersey. The chief
executive office of Hatco is located at 1020 King George Post Road, Fords, New
Jersey 08863. Hatco has no trade names and has not conducted business under any
other name since the date of its incorporation other than Hatco Chemical
Corporation and Farben Corporation.


 


Anderol
is a corporation organized under the laws of the State of New Jersey. The chief
executive office of Anderol is located at 215 Merry Lane, East Hanover, NJ 07936.
Anderol has no trade names other than Royal Lubricants and has not conducted
business under any other name since the date of its incorporation other than
RLI Acquisition, Inc. and Royal Lubricants, Inc.


 


SECTION 3.
Execution in Counterparts, Effectiveness. This Letter Agreement may be
executed by the parties hereto in several counterparts, each of which shall be
executed by the parties hereto and be deemed an original and all of which shall
constitute together but one and the same agreement.


 


SECTION 4.
Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE
GENERAL OBLIGATIONS LAW, BUT OTHERWISE WITHOUT REFERENCE TO CONFLICT OF LAW
PRINCIPLES, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


[Signatures Follow]


 

















 


IN
WITNESS WHEREOF, Chemtura, as the Initial Collection Agent and as a Seller,
Hatco and Anderol each as a Seller, the Buyer, and the Agent have caused this
Letter Agreement to be executed by their respective officers thereunto duly
authorized as of the day and year first above written.


 


	
   

  	
   

  	
  CHEMTURA
  CORPORATION (as successor to Crompton

  
	
   

  	
   

  	
  &
  Knowles Corporation),

  
	
   

  	
   

  	
  as
  Initial Collection Agent and as Seller

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
  199
  Benson Road

  
	
   

  	
   

  	
   

  	
  Middlebury,
  Connecticut 06749

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HATCO
  CORPORATION, as Seller

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
  199
  Benson Road

  
	
   

  	
   

  	
   

  	
  Middlebury,
  Connecticut 06749

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ANDEROL,
  INC., as Seller

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
  199
  Benson Road

  
	
   

  	
   

  	
   

  	
  Middlebury,
  Connecticut 06749

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CROMPTON &
  KNOWLES RECEIVABLES

  
	
   

  	
   

  	
  CORPORATION,

  
	
   

  	
   

  	
  as
  the Buyer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
  199
  Benson Road

  
	
   

  	
   

  	
   

  	
  Middlebury,
  Connecticut 06749

  
						



 


Letter Agreement


 

















 


	
  CONSENTED
  TO AND AGREED BY:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ABN
  AMRO BANK N.V.,

  	
   

  	
   

  
	
  as
  Agent and as Purchaser Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  	
   

  
	
  Title:

  	
  SVP

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ David J. Donofrio

  	
   

  	
   

  
	
   

  	
  DAVID J. DONOFRIO

  	
   

  	
   

  
	
  Title:

  	
  DIRECTOR

  	
   

  	
   

  
					



 


	
  Address:

  	
  Structured
  Finance, Asset Securitization

  
	
   

  	
  540
  West Madison Street

  
	
   

  	
  Chicago,
  IL 60661

  
	
   

  	
  Attention:
  Administrator Amsterdam

  
	
   

  	
  Telephone:

  	
  (312)
  904-6263

  
	
   

  	
  Telecopy:

  	
  (312)
  904-6376

  



 


Letter Agreement


 

















 


	
  WACHOVIA BANK, NATIONAL ASSOCIATION,

  	
   

  
	
  as LC Issuer and as Purchaser Agent

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Michael J. Landry

  	
   

  
	
   

  	
  Michael J. Landry

  	
   

  
	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Address:

  	
  171 17th Street NW, 4th Floor

  
	
   

  	
  Atlanta, GA 30363

  
					



Letter Agreement


 

















 


	
  CALYON
  NEW YORK BRANCH,

  	
   

  
	
  as
  Purchaser Agent

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Sam Pilcer

  	
   

  
	
   

  	
  SAM
  PILCER

  	
   

  
	
  Title:

  	
  MANAGING
  DIRECTOR

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Kostantina Kourmpetis

  	
   

  
	
   

  	
  Kostantina
  Kourmpetis

  	
   

  
	
  Title:

  	
  Managing
  Director

  	
   

  
	
   

  	
   

  
	
  Address:

  	
  1301
  Avenue of the Americas

  
	
   

  	
  New
  York, New York 10019

  
						



 


Letter Agreement


 

















 


EXHIBIT A


 


RECEIVABLES PURCHASE AGREEMENT