Exhibit 10.86


 


EXECUTION VERSION


 


AMENDMENT NUMBER 1 TO RECEIVABLES PURCHASE AGREEMENT


 


THIS
AMENDMENT NUMBER 1, dated as of May 31, 2007 (as amended, restated or
otherwise modified from time to time, 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 between and among CHEMTURA CORPORATION (as successor to Crompton &
Knowles Corporation) (“Chemtura”),
as the initial
collection agent (in such capacity, the “Initial Collection Agent”)  and as a seller, BIO-LAB, INC., (“Bio-Lab”)  and GREAT LAKES CHEMICAL CORPORATION (“Great Lakes”;  each of Chemtura, Bio-Lab, and Great Lakes, a “Seller”), HATCO CORPORATION, a New Jersey corporation (“Hatco”), ANDEROL, INC., a New Jersey corporation (“Anderol”)  (each of Hatco and Anderol, an “Additional Seller”  and collectively, the “Additional Sellers”)  and CROMPTON & KNOWLES RECEIVABLES CORPORATION, a Delaware
corporation (the “Buyer”),
and is consented to
by ABN AMRO BANK N.V. (the “Agent”).


 


W I T N E S S E T H:


 


WHEREAS,
the Sellers and the Buyer have previously entered into and are currently party
to the Agreement pursuant to which the Sellers 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,
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 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,
the parties hereto desire to add each of Hatco and Anderol as a Seller under
the Agreement 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
Amendment shall have the meanings assigned in the Agreement, or if not defined
therein, in the Sale Agreement.


 

















 


SECTION 2.  Amendments
to Agreement.


 


(a)           As contemplated by Section 10.1
of the Agreement, 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 the Buyer, and the Buyer agrees to purchase from each of Hatco and
Anderol, all Receivables and other Related Purchased Assets originated by Hatco
and Anderol.


 


(b)           From and after the
Effective Date, each of Hatco and Anderol shall be a “Seller”  under the Agreement. In addition,
from and after the Effective Date, each of Hatco and Anderol hereby agrees 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; provided that,  such
representations and warranties are made as of the Effective Date hereof,
notwithstanding any other date set forth in Section 5.1.


 


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.  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 4.  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 5.  Governing
Law. THIS AGREEMENT 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]


 

















 


IN
WITNESS WHEREOF, Chemtura, as the Initial Collection Agent, the Sellers, Hatco,
Anderol, the Buyer and the Agent have caused this Amendment Number 1 to the
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

  
	
   

  	
   

  
	
   

  	
  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:

  	
  1020
  King George Post Road

  
	
   

  	
   

  	
  Fords,
  New Jersey, 08863

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ANDEROL,
  INC., as Seller

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
  Title:

  	
  Vice
  President and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  215
  Merry Lane

  
	
   

  	
   

  	
  East
  Hanover, New Jersey 07936

  
										



 


AMENDMENT 1 TO A&R RECEIVABLES PURCHASE AGREEMENT


 

















 


	
   

  	
  GREAT
  LAKES CHEMICAL CORPORATION, as Seller

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
  Title:

  	
  Vice
  President and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  199
  Benson Road

  
	
   

  	
   

  	
  Middlebury,
  Connecticut 06749 

  
	
   

  	
  Attention:

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BIO-LAB, INC., as Seller

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
  Title:

  	
  Vice
  President and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  199
  Benson Road

  
	
   

  	
   

  	
  Middlebury,
  Connecticut 06749

  
	
   

  	
  Attention:

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CROMPTON &
  KNOWLES RECEIVABLES 

  
	
   

  	
  CORPORATION,

  
	
   

  	
  as
  the Buyer

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
  Title:

  	
  Vice
  President and Secretary

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  199
  Benson Road

  
	
   

  	
   

  	
  Middlebury,
  Connecticut 06749

  
								



 


AMENDMENT 1 TO A&R RECEIVABLES PURCHASE
AGREEMENT


 

















 


	
  CONSENTED
  TO AND AGREED BY:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  ABN
  AMRO BANK N.V.,

  	
   

  
	
  as
  Agent and as Purchaser Agent

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ DAVID J. DONOFRIO

  	
   

  
	
   

  	
  DAVID J. DONOFRIO

  	
   

  
	
  Title:

  	
  DIRECTOR

  	
   

  
	
   

  	
   

  
	
  Address:

  	
  540
  West Madison

  	
   

  
	
   

  	
  Chicago,
  IL 60661

  	
   

  
							



 


AMENDMENT 1 TO A&R RECEIVABLES PURCHASE
AGREEMENT