Exhibit 10.88


 


AMENDMENT NUMBER 2 TO AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT


 


THIS AMENDMENT NUMBER 2, dated as of June 28, 2007 (the “Amendment”) to
the AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of September 28,
2006 (as amended, modified and supplemented from time to time in accordance
with its terms, the “Agreement”),
is by and among CHEMTURA CORPORATION, a Delaware corporation (“Chemtura”), as
the Initial Collection Agent, Chemtura, Bio-Lab, Inc. and Great Lakes
Chemical Corporation, as sellers (each a “Seller” and collectively, the “Sellers”, and
CROMPTON & KNOWLES RECEIVABLES CORPORATION, a Delaware corporation (“Buyer”), and
is consented to by ABN AMRO BANK N.V. (acting at the direction of the
Instructing Group).


 


W I T N E S S E T H:


 


WHEREAS, the parties have previously entered into the Agreement
pursuant to which Chemtura and certain other entities agreed to sell to Buyer,
and Buyer agreed to buy from each such entity, all of the Receivables and
Related Assets generated by each such entity;


 


WHEREAS, the parties hereto desire to amend the Agreement in certain
respects as set forth herein to exclude certain Receivables generated by the
Sellers;


 


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


 


SECTION 1. Defined Terms.   Unless otherwise
amended by the terms of this Agreement, terms used in this Amendment shall have
the meanings assigned in the Agreement, or if not defined therein, in the Sale
Agreement.


 


SECTION 2. Amendments to Agreement.


 


(a)         From and after the date hereof, Section 1.1(b)(v) of
the Agreement shall be amended and restated in its entirety as follows:


 


“              (v)           all Records relating to any of the
foregoing; provided
that, from and after June 22, 2007, no Excluded Assets
(including any items set forth in paragraphs (i)-(v) hereof) shall be sold
by any Seller.”;


 


(b)        From and after the date hereof, Section 1.1
of the Agreement shall be amended by adding the following sentences at the end
of such Section:


 


“Notwithstanding anything set forth in this Section 1.1 or
otherwise in this Agreement or the other Transaction Documents, from and after June 22,
2007, no Excluded Assets shall be sold or contributed by any Seller to the
Buyer. From and after June 22, 2007, all calculations made pursuant to the
terms of this Agreement and the other Transaction Documents and all
requirements hereunder shall exclude Excluded Assets.”;


 

















 


(c)           From
and after the date hereof, Section 1.7(a)(iv) of the Agreement shall
be amended and restated in its entirety as follows:


 


“              (iv)         all
Records relating to any of the foregoing; provided
that, from and after June 22, 2007, no Excluded Assets (including
any items set forth in paragraphs (i)-(iv) hereof) shall be contributed by
any Seller to the Buyer (the items listed above in clauses (ii), (iii) and
(iv) being referred to herein as the “Related Contributed Assets”).”;


 


(d)           From
and after the date hereof, Appendix A to the Agreement shall be amended by
adding the following definition in appropriate alphabetical order therein:


 


“ “Excluded
Asset” means any Receivable or Related Asset relating
to (i) the EPDM product line or (ii) the Chemical Foaming Agents
product line associated with the rubber industry (but not those associated with
plastic additives).”.


 


SECTION 3. Repurchase; Release of Lien. (a) On June 28,
2007, Chemtura shall repurchase any Excluded Assets owned by the Buyer on June 22,
2007, which Excluded Assets are set forth on Schedule 1 hereto and shall pay to
the Buyer on such date in immediately available funds a purchase price (the “Purchase
Price”) in an amount equal to the sum of the then Unpaid Balance of each
Receivable that is an Excluded Asset, which amount is $19,164,638.95.


 


(b)           Upon
receipt by the Buyer of the Purchase Price in immediately available funds, the
Buyer will release, without the need for further action, its lien and security
interest in and to the Excluded Assets. The Buyer will thereafter execute, at
the expense of Chemtura, release documents that, when delivered and registered
in the appropriate public offices, will evidence the release of the Excluded
Assets from the lien created pursuant to the terms of the Agreement.


 


SECTION 4. Effectiveness of Agreement. Except as expressly
amended by the terms of this Amendment, all terms and conditions of the
Agreement, as amended, shall remain in full force and effect.


 


SECTION 5. Execution in Counterparts, Effectiveness. This
Amendment may be executed by the parties hereto in several counterparts, each
of which shall be executed by the parties hereto and be deemed an original and
all of which shall constitute together but one and the same agreement.


 


SECTION 6. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO
CONFLICT OF LAW PRINCIPLES, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK.


 


[Signatures Follow]


 


2

















 


IN
WITNESS WHEREOF, Chemtura, as the Initial Collection Agent and as a Seller,
Chemtura USA, Great Lakes, BioLab, the Buyer and the Agent have caused this
Amendment Number 1 to the Amended and Restated Receivables Purchase 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

  
					



 


 


	
   

  	
  GREAT LAKES CHEMICAL CORPORATION, as Seller

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
  Title:

  	
  Vice President and Secretary

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  199 Benson Road

  
	
   

  	
   

  	
  Middlebury, Connecticut 06749

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BIO-LAB, INC., as Seller

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
  Title:

  	
  Vice President and Secretary

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  199 Benson Road

  
	
   

  	
   

  	
  Middlebury, Connecticut 06749

  
							



 


AMENDMENT 2 TO THE A&R RECEIVABLES
PURCHASE AGREEMENT


 

















 


	
   

  	
  CROMPTON & KNOWLES RECEIVABLES

  CORPORATION, 

  as the Buyer

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
  Title:

  	
  Vice President and Secretary

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  199 Benson Road

  
	
   

  	
   

  	
  Middlebury, Connecticut 06749

  
					



 


AMENDMENT 2 TO THE A&R RECEIVABLES
PURCHASE AGREEMENT


 

















 


	
  CONSENTED TO AND AGREED BY:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  ABN AMRO BANK N.V.,

  	
   

  
	
  as Agent at the direction of the Instructing Group

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
  Title:

  	
  SVP

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
  Title:

  	
  VP

  	
   

  
	
   

  	
   

  
	
  Address:

  	
  540 West Madison

  	
   

  
	
   

  	
  Chicago, IL 60661

  	
   

  
						



 


AMENDMENT 2 TO THE A&R RECEIVABLES PURCHASE AGREEMENT


 

















 


SCHEDULE 1


 


LIST OF EXCLUDED ASSETS TO BE REPURCHASED


 


AMENDMENT 2 TO THE A&R RECEIVABLES
PURCHASE AGREEMENT