Exhibit 10.90


 


AMENDMENT NO. 2 TO FOURTH AMENDED AND
RESTATED

RECEIVABLES SALE AGREEMENT


 


THIS AMENDMENT NO. 2, dated as of June 28, 2007 (the “Amendment”)  is to the FOURTH AMENDED AND
RESTATED RECEIVABLES SALE AGREEMENT, dated as of September 28, 2006 (as
amended, modified and supplemented from time to time in accordance with its
terms, the “Agreement”), each
by and 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
related bank purchasers party to the Agreement (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.


 


W I T N E S S E T H:


 


WHEREAS, the parties hereto have previously entered into and are
currently party to the Agreement;


 


WHEREAS, the Buyer and the other parties to the Purchase Agreement
desire to amend the Purchase Agreement in certain respects to exclude certain
Receivables generated by the Originators;


 


WHEREAS, the parties hereto desire to amend the Agreement in certain
respects as set forth herein;


 


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 Purchase
Agreement.


 


SECTION 2.  Amendments to Agreement.


 


(a)     From and after the date hereof, Section 1.1(a) of
the Agreement shall be amended by inserting “owned by the Seller” at the end of
the first sentence of such Section, and by adding at the end of such Section:


 

















 


“For the avoidance of doubt, the Purchasers shall not at any time on or
after June 22, 2007 acquire any interest in any Excluded Assets, and all
calculations hereunder made at any time on or after June 22, 2007 shall be
made without including any Excluded Assets.


 


SECTION 3.  Repurchase; Release of Lien. (a) On June 28, 2007,
Buyer shall repurchase from the Purchasers the undivided ownership held by the
Purchaser in 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
Purchasers 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. All
amounts paid by the Buyer to the Purchasers pursuant to this Section 3
shall be deemed to be Collections under the Transaction Documents.


 


(b)           Upon
receipt by the Purchasers of the Purchase Price in immediately available funds,
the Purchasers will release, without the need for further action, its lien and
security interest in and to the Excluded Assets. The Purchasers will thereafter
execute, at the expense of the Buyer, 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, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.


 


 


	
  CROMPTON & KNOWLES RECEIVABLES

  CORPORATION, as Seller

  	
   

  	
  CHEMTURA
  CORPORATION (F/K/A CROMPTON

  CORPORATION), as Initial Collection Agent

  



 


 


	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  
	
  Title:

  	
  Vice President and Secretary

  	
   

  	
  Title:

  	
  Vice President and Secretary

  
	
  Address:

  	
  199 Benson Road

  Middlebury, Connecticut

  	
   

  	
  Address:

  	
  199 Benson Road

  Middlebury, Connecticut 06749

  
	
   

  	
  06749

  	
   

  	
   

  	
  Attention:

  	
  Carol Anderson

  
	
   

  	
  Attention:

  	
  Carol
  Anderson

  	
   

  	
   

  	
  Telephone:

  	
  203-573-3674

  
	
   

  	
  Telephone:

  	
  203-573-3674

  	
   

  	
   

  	
  Telecopy:

  	
  203-573-2343

  
	
   

  	
  Telecopy:

  	
  203-573-2343

  	
   

  	
   

  	
   

  
														



 


	
  Notices sent to:

  	
   

  	
  Notices sent to:

  
	
   

  	
   

  	
   

  
	
  199 Benson Road

  	
   

  	
  199 Benson Road

  
	
  Middlebury, Connecticut 06749

  	
   

  	
  Middlebury, Connecticut 06749

  
	
  Attention: Thomas O’Connor

  	
   

  	
  Attention: Thomas O’Connor

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  With a copy to:

  
	
   

  	
   

  	
   

  
	
  CHEMTURA CORPORATION

  	
   

  	
  CHEMTURA CORPORATION

  
	
  199 Benson Road

  	
   

  	
  199 Benson Road

  
	
  Middlebury, Connecticut 06749

  	
   

  	
  Middlebury, Connecticut 06749

  
	
  Attention: Treasurer

  	
   

  	
  Attention: Treasurer

  



 


AMENDMENT 2 TO 4TH A&R RECEIVABLES SALE AGREEMENT


 

















 


	
  ABN
  AMRO BANK N.V., as the Agent

  	
   

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

  Purchaser for Amsterdam and as the Amsterdam

  Purchaser Agent

  



 


	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  	
   

  	
   

  
	
  Title:

  	
  SVP

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
   

  	
   

  	
  Title:

  	
  SVP

  
	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  	
   

  	
   

  
	
  Title:

  	
  VP

  	
   

  	
   

  	
   

  
	
  Address:

  	
  Structured Finance,

  	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
  Asset Securitization

  	
   

  	
  Title:

  	
  VP

  
	
   

  	
  540 West Madison Street, 

  	
   

  	
  Address:

  	
  Structured Finance,

  
	
   

  	
  27th Floor

  	
   

  	
   

  	
  Asset Securitization

  
	
   

  	
  Chicago, Illinois 60661 

  	
   

  	
   

  	
  540 West Madison Street

  
	
   

  	
  Attention: Purchaser Agent

  	
   

  	
   

  	
  27th Floor

  
	
   

  	
  Telephone: (312) 904-6263

  	
   

  	
   

  	
  Chicago, Illinois 60661

  
	
   

  	
  Telecopy: (312) 992-1527

  	
   

  	
   

  	
  Attention: Administrator–

  Amsterdam

  
	
   

  	
   

  	
   

  	
   

  	
  Telephone: (312) 904-6263 

  
	
   

  	
   

  	
   

  	
   

  	
  Telecopy: (312) 992-1527

  
									



 


AMENDMENT 2 TO 4TH A&R RECEIVABLES SALE
AGREEMENT


 

















 


	
   

  	
   

  	
  AMSTERDAM FUNDING CORPORATION

  



 


 


	
   

  	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
  Address:

  	
    c/o Global Securitization

  
	
   

  	
   

  	
  Services,
  LLC

  
	
   

  	
   

  	
  445
  Broad Hollow Road

  
	
   

  	
   

  	
  Suite 239

  
	
   

  	
   

  	
  Melville,
  NY 11747

  
	
   

  	
   

  	
  Attention:
  Bernard J. Angelo

  
	
   

  	
   

  	
  Telephone:
  (631) 587-4700

  
	
   

  	
   

  	
  Telecopy:
  (212) 302-8767

  
						



 


AMENDMENT 2 TO 4TH A&R RECEIVABLES SALE
AGREEMENT


 

















 


	
   

  	
   

  	
  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

  
	
   

  	
   

  	
  Address:

  	
  171
  17th Street NW, 4th Floor 

  
	
   

  	
   

  	
  Atlanta, GA 30363

  
	
   

  	
   

  	
  Attention: Michael Landry

  
	
   

  	
   

  	
  Telephone: (404) 214-6388

  
	
   

  	
   

  	
  Telecopy: (404) 214-5481

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With a copy (in
  the case of any matter

  relating to a Letter of Credit) to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Wachovia
  Bank, National Association 

  
	
   

  	
   

  	
  201
  South College Street

  
	
   

  	
   

  	
  6th
  Floor, Mail Code NC 0601

  
	
   

  	
   

  	
  Charlotte,
  NC 28288

  
	
   

  	
   

  	
  Attention:
  Sherry McInturf, Conduit

  Operations

  
	
   

  	
   

  	
  Fax:

  	
  (704)
  383-6036

  
							



 


AMENDMENT 2 TO 4TH A&R RECEIVABLES SALE
AGREEMENT


 

















 


	
   

  	
   

  	
   

  	
  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

  
	
   

  	
   

  	
  Address:

  	
  Variable Funding Capital

  
	
   

  	
   

  	
  Company

  
	
   

  	
   

  	
  c/o Wachovia Bank, National

  Association

  
	
   

  	
   

  	
  301 S. College St.

  
	
   

  	
   

  	
  FLR TRW 10 NC 0610

  
	
   

  	
   

  	
  Charlotte, NC 28288-0610

  
	
   

  	
   

  	
  Attention: Douglas R. Wilson Sr.

  
	
   

  	
   

  	
  Telephone: (704) 374-2520

  
	
   

  	
   

  	
  Telecopy: (704) 383-9579

  
							



 


AMENDMENT 2 TO 4TH A&R RECEIVABLES SALE
AGREEMENT


 

















 


	
   

  	
   

  	
  CALYON NEW YORK BRANCH, as the Related

  Bank Purchaser for Atlantic and as the

  Atlantic 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, NY 10019-6022

  
	
   

  	
   

  	
  Attn: Sam Pilcer

  
	
   

  	
   

  	
  Telephone: (212) 261-3548

  
	
   

  	
   

  	
  Telecopy: (212) 459-3258

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ATLANTIC
  ASSET SECURITIZATION LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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, NY 10019-6022

  
	
   

  	
   

  	
  Attn: Tina Kourmpetis

  
	
   

  	
   

  	
  Telephone: (212) 261-7814

  
	
   

  	
   

  	
  Telecopy: (212) 459-3258

  
								



 


AMENDMENT 2 TO 4TH A&R RECEIVABLES SALE
AGREEMENT


 

















 


SCHEDULE 1


 


LIST OF EXCLUDED ASSETS TO BE REPURCHASED


 


AMENDMENT 2 TO 4TH A&R RECEIVABLES SALE
AGREEMENT