FIRST AMENDMENT



                                                           Sixth Amendment

                                                        Dated as of April 15, 2004

                                                                           to

                                                       Amended and Restated

                                                 Receivables Sale Agreement

                                                       Dated as of January 18, 2002

       This Sixth Amendment (the "Amendment"), dated as of April 15, 2004, is entered into

among Crompton & Knowles Receivables Corporation (the "Seller"), Crompton Corporation (as

successor by merger with Crompton & Knowles Corporation) (the "Initial Collection Agent"),

Amsterdam Funding Corporation, a Delaware corporation ("Amsterdam"), ABN AMRO Bank

N.V., as Amsterdam's program letter of credit provider (the "Enhancer"), the Liquidity Provider

listed on the signature page hereof (the "Liquidity Provider") and ABN AMRO Bank N.V., as

agent for Amsterdam, the Enhancer and the Liquidity Provider (the "Agent").

       Reference is hereby made to that certain Amended and Restated Receivables Sale

Agreement, dated as of January 18, 2002 (as amended, supplemented or otherwise modified

through the date hereof, the "Sale Agreement"), among the Seller, the Initial Collection Agent,

Amsterdam, the Enhancer, the Liquidity Provider 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 1.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 "Aggregate Commitment" appearing in Schedule I of the

Sale Agreement is hereby amended in its entirety to read as follows
"Aggregate Commitment" means $117,300,000, as such

amount may be reduced pursuant to Section 1.6.



        (b)      Clause (vi) of the defined term "Eligible Receivables" appearing in

Schedule I of the Sale Agreement is hereby amended by deleting the following

parenthetical:
"(other than, prior to the occurrence of the Receivable

Setoff Downgrade Event, a Receivable Setoff)"



        (c)      The date "April 15, 2004" appearing in clause (d) of the defined term

"Liquidity Termination Date" appearing in Schedule I of the Sale Agreement is deleted

and replaced with the date "April 14, 2005".

        (d)      The defined term "Purchase Limit" appearing in Schedule I of the Sale

Agreement is hereby amended in its entirety to read as follows:
"Purchase Limit" means $115,000,000.



        (e)The date "April 15, 2004" appearing in clause (ii) of the defined term

"Termination Date" appearing in Schedule I of the Sale Agreement is deleted and

replaced with the date "April 14, 2005".

        (f)      Exhibit G of the Sale Agreement is hereby amended in its entirety to

reflect the addition of account 910-252-8917 (the "New Account") and as so amended

shall read as set forth on Exhibit G attached hereto.

        (g)      The following new Section 5.1(n) is hereby added to the Sale Agreement

as follows:
            (n)       Notwithstanding the provisions in Section 5.1(i) of

the Receivables Sale Agreement, Obligors originated by Crompton

Corporation that are currently sending Collections into accounts

not listed on Exhibit G may continue to send Collections to such

accounts through and including July 14, 2004.  On or before

July 14, 2004, the Collection Agent shall have established the New

Account into which such Collections shall be deposited.  At all

times on and after July 14, 2004, such New Account shall be

subject to a deposit account control agreement substantially in the

form of Exhibit A hereto.  For purposes of this Agreement, such

deposit account control agreement shall be known as a "Lock-box

Agreement", such New Account shall be known as a "Lock-box

Account" and the financial institution at which such New Account

is maintained shall be known as a "Lock-box Bank".  In addition,

on or after July 15, 2004, the Collection Agent shall take all actions

requested by the Agent to verify that all such Collections are being

deposited into the New Account listed on Exhibit G.





               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,

Crompton Corporation confirms that it is the "Guarantor" under the Limited Guaranty and that

the Limited Guaranty and Crompton Corporation's obligations thereunder remain in full force

and effect.

             Section 3.      This Amendment shall become effective only once (i) the Agent has

received executed counterparts of this Amendment and (ii) a renewal fee in the amount of

$57,500.

            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.

 

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 Agent, as the

Liquidity Provider and as the Enhancer

By:

Title:

By:

Title:

Amsterdam Funding Corporation

By:

Title:

Crompton & Knowles Receivables

Corporation

By:

Title:

 

Crompton Corporation (as successor by

merger with Crompton & Knowles

Corporation)

By:

Title:















If you agree to and accept the foregoing, please so indicate by executing and returning to

us the enclosed duplicate of this letter.
Very truly yours,

Crompton Corporation

By:

Name:

Title:

Crompton & Knowles Receivables

Corporation

By:

Name:

Title:

Address:








 

















Accepted and Agreed

as of date set forth above:

ABN AMRO Bank N.V.

By:
Name:

Title:


By:
Name:

Title:


Acknowledged and Agreed

as of date set forth above:

JPMorgan Chase Bank

By:
Name:

Title: