Unassociated Document


    Sixth
Amendment to

    Receivables
Sale Agreement and Waiver Agreement

     

    This
Sixth Amendment and Waiver Agreement (herein, the “Amendment and Waiver
Agreement”), dated as of December 30, 2008, is entered into 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”), The
Royal Bank of Scotland plc (as successor to 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 other Purchaser
Agents from time to time party hereto, the related bank purchasers party hereto
(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.

     

    Witnesseth:

     

    A.Reference
is hereby made to that certain Fourth Amended and Restated Receivables Sale
Agreement, dated as of September 28, 2006 (as amended, supplemented or
otherwise modified through the date hereof, the “Sale Agreement”), among the
Seller, the Initial Collection Agent, the Purchaser Agents from time to time
party thereto, the Related Bank Purchasers from time to time party thereto, the
Conduit Purchasers from time to time party thereto 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.

     

    B.Chemtura
has in certain fiscal quarters occurring prior to September 30, 2008 not been in
compliance, and for the calendar quarter ending December 31, 2008 may not be in
compliance, with certain of the financial covenants (the “Credit Agreement Defaults”)
set forth in Section 5.03 of the Chemtura Credit Agreement (as such agreement
was in effect as of July 1, 2005 without regard to any subsequent amendment,
supplement, waiver or termination thereof).  As a result of such
Credit Agreement Defaults, Termination Events have previously occurred and may
in the future occur under clause (m) of the definition of “Termination Event”
contained in the Sale Agreement (collectively, together with the “Waived
Termination Events”).  In addition, to the extent of the occurrence of
the Waived Termination Events prior to September 30, 2008, the Seller should not
have been permitted to accept any additional Purchases under Section 7.2 of the
Sale Agreement and the Collection Agent is required to set aside and hold in
trust all Collections for application pursuant to Section 2.3(b) of the Sale
Agreement.  Failure
to comply with such obligations would also result in Potential Termination
Events or Termination Events under the Sale Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    C.The
Seller has requested that the Purchasers temporarily waive exercising certain
rights and remedies under the Transaction Documents under the terms and
conditions set forth herein.

     

    D.In
order to accommodate the Seller’s request, during and only during the period
(the “Waiver Period”)
beginning on the date of this Agreement and ending on March 30, 2009 (the “Scheduled Waiver Expiration
Date”), the
Agent and Purchaser Agents (collectively, the “Waiving Parties”) are
willing to temporarily waive from exercising certain rights and remedies
available solely by reason of the Waived Termination Events on the terms,
conditions, and provisions contained in this Amendment and Waiver
Agreement.

     

    E.The
parties hereto also desire to amend the Sale Agreement pursuant to Section 9.6
of the Sale Agreement under the terms and conditions provided herein;


     

    Now,
Therefore, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto agree as follows:

     

    1.Incorporation of Recitals; Defined
Terms.  Each of the Seller and the Collection Agent
acknowledges that the Recitals set forth above are true and correct in all
material respects.  The defined terms in the Recitals set forth above
are hereby incorporated into this Amendment and Waiver Agreement by
reference.  All other capitalized terms used herein without definition
shall have the same meanings herein as such terms have in the Sale Agreement.


     

    2.Acknowledgment of Termination
Events.  The Termination Events arising out of Credit Agreement
Defaults have occurred during certain fiscal quarters occurring prior to
September 30, 2008.  Each of the Seller and Collection Agent
represents to the Agent and Purchaser Agents that there are no Potential
Termination Events other than the Waived Termination Events.

     

    3.Waiver.  Unless and
until a Waiver Termination occurs, the Purchasers will permit Reinvestment
Purchases to continue during the Waiver Period and Incremental Purchases to
continue through and including February 27, 2009 in each case in accordance
with the terms of the Agreement and each Purchaser will not exercise any other
rights or remedies it may have as a result of the occurrence of the Waived
Termination Events.

     

    4.Waiver
Termination.  As used in this Amendment and Waiver Agreement,
“Waiver Termination”
shall mean the occurrence of the Scheduled Waiver Expiration Date, or, if
earlier, the occurrence of any one or more of the following events: (a) any
Termination Event under the Sale Agreement, other than the Waived Termination
Event; (b) any failure by the Seller for any reason to comply with any
term, condition, or provision contained in this Amendment and Waiver Agreement;
(c) any representation made by the Seller in this Amendment and Waiver
Agreement proves to be incorrect or misleading in any material respect when
made; or (d) the
Parent Credit Agreement Waiver (as hereinafter defined) shall cease to be
effective.  The
occurrence of any Waiver Termination shall be deemed a Termination Event under
the Sale Agreement.  Upon the occurrence of a Waiver Termination, the
Waiver Period is automatically terminated without notice, all Purchases shall
cease and the Purchasers shall be entitled to exercise all rights and remedies
available to them.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    5.No Waiver and Reservation of
Rights.  The
Seller acknowledges and agrees that immediately upon expiration of the Waiver
Period or upon a Waiver Termination, the Agent and the Purchasers have all of
their rights and remedies with respect to the Waived Termination Event to the
same extent, and with the same force and effect, as if this waiver had not
occurred.  The Seller will not assert and hereby forever waives any
right to assert that (i) the Agent or the Purchasers are obligated in any way to
continue beyond the Waiver Period or upon a Waiver Termination, to extend any
Waiver Period, or otherwise to forbear from enforcing their rights or remedies
or (ii) that the Agent and the Purchasers are not entitled to act on the Waived
Termination Event after the occurrence of a Waiver Termination as if such
default had occurred and the Waiver Period had
never existed.  The
Seller acknowledges that the Agent and the Purchasers have made no
representations as to what actions, if any, the Agent and the Purchasers will
take after the Waiver Period or upon the occurrence of any Waiver Termination, a
Potential Termination Event or Termination Event (other than a Waived
Termination Event during the Waiver Period), and the Purchasers and the Agent
must and do hereby specifically reserve any and all rights, remedies, and claims
they have (after giving effect hereto) with respect to the Waived Termination
Events and each other Potential Termination Event or Termination Event that may
occur.

     

    6.Release.  FOR VALUE
RECEIVED, INCLUDING WITHOUT LIMITATION, THE AGREEMENTS OF THE PURCHASERS IN THIS
AMENDMENT AND WAIVER AGREEMENT, THE SELLER HEREBY RELEASES THE AGENT, EACH
PURCHASER AGENT AND EACH PURCHASER, ITS CURRENT AND FORMER SHAREHOLDERS,
DIRECTORS, OFFICERS, AGENTS, EMPLOYEES, ATTORNEYS, CONSULTANTS, AND PROFESSIONAL
ADVISORS (COLLECTIVELY, THE “RELEASED
PARTIES”)
OF AND FROM ANY AND ALL DEMANDS, ACTIONS, CAUSES OF ACTION, SUITS,
CONTROVERSIES, ACTS AND OMISSIONS, LIABILITIES, AND OTHER CLAIMS OF EVERY KIND
OR NATURE WHATSOEVER, BOTH IN LAW AND IN EQUITY, KNOWN OR UNKNOWN, WHICH THE
SELLER HAS OR EVER HAD AGAINST THE RELEASED PARTIES FROM THE BEGINNING OF THE
WORLD TO THIS DATE, INCLUDING, WITHOUT LIMITATION, THOSE ARISING OUT OF THE
AGREEMENT, AND THE SELLER FURTHER ACKNOWLEDGES THAT, AS OF THE DATE HEREOF, IT
DOES NOT HAVE ANY COUNTERCLAIM, SET-OFF, OR DEFENSE AGAINST THE RELEASED
PARTIES, EACH OF WHICH THE SELLER HEREBY EXPRESSLY WAIVES.

     

    7.Waiving Parties
Representation.  The Waiving Parties hereby represent and
warrant to the Seller and the Collection Agent that The Royal Bank of Scotland
plc has effectively assumed and/or succeeded to the right and obligations of ABN
AMRO N.V. under the Transaction Documents in accordance with terms
thereof.

     

    8.Amendments to the Sale
Agreement.  (a)  The following covenant shall be
added as a new covenant to the end of Section 5.1:

     

    “(q)(x)
If the Funding Commitments are in place by December 31, 2008, by no later
than January 31, 2009, or (y) otherwise by no later than January 15,
2009, the Seller (i) shall cause each Lock-Box Bank to transfer all of the
Lock-Box Accounts to the name of the Seller pursuant to an agreement
substantially in the form of Exhibit J hereto and, in any event, in form and
substance satisfactory to the Agent, and (ii) shall cause new Lock-Box Letters
to be executed with respect to all such Lock-Box Accounts in form and substance
satisfactory to the Agent.  As used herein, “Funding Commitments”
means commitments in form and substance satisfactory to each Purchaser Agent for
a lending facility in an amount at least equal to $100,000,000, the initial
proceeds of which must be used to refinance the Matured Aggregate
Investment.”

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    (b)Clause
(d) of the definition of “Termination Date” appearing
in Schedule I to the Sale Agreement shall be amended by deleting the date “August 30, 2010” appearing
therein and inserting the date “March 30, 2009” in lieu
thereof.

     

    (c)Schedule II
to the Sale Agreement is hereby amended in its entirety and as so amended shall
read as set forth on Schedule II attached hereto.

     

    (d)Exhibit
J attached hereto shall be incorporated into and attached to the Sale Agreement
as a new Exhibit J thereto.

     

    
      (e)The
defined term “Purchase
Limit” appearing in Schedule I to the Sale Agreement is hereby amended in
its entirety and as so amended shall read as follows:

      


      “Purchase Limit” means
$100,000,000.

    

     

    9.Conditions Precedent. This
Amendment and Waiver Agreement shall become effective on the date that each of
the following shall have been satisfied  (with the date on which such
conditions shall have been satisfied or waived shall be referred to as the “Effective Date”)
(i) the Agent shall have received counterparts hereof executed by the
Seller, the Initial Collection Agent, each Purchaser, each Purchaser Agent and
the Agent, (ii) the Seller shall have paid to each Purchaser Agent an
upfront fee equal to 50 basis points (0.50%) on the revised Commitments of each
Purchaser Group set forth on Schedule II hereto, (iii) the Agent shall have
received an executed copy of the Waiver and Amendment No. 2 to the Amended and
Restated Credit Agreement dated as of December 30, 2008 relating to the
Chemtura Credit Agreement (the “Chemtura Credit Agreement
Waiver”), and (iv) the Seller shall have paid all of the invoiced and
outstanding legal fees of Chapman and Cutler LLP, counsel to the Agent, and all
outstanding legal fees of counsel to the Purchasers as well as any other
outstanding costs and expenses of the Agent or the Purchasers owing pursuant to
the Sale Agreement, including, without limitation, the amounts owing to Ernst
& Young LLP in connection with their review of the securitization
facility.

     

    10.Representations and Warranties.
To induce the Agent and the Purchasers to enter into this Amendment and
Waiver Agreement, the Seller and Collection Agent represent and warrant to the
Agent and the Purchasers that after taking into effect this Amendment and Waiver
Agreement:  (a) the representations and warranties contained in
the Transaction Documents, are true and correct in all material respects as of
the date hereof (other than, in the case of Section 5.1(i) of the Purchase
Agreement, any change in the financial condition of the Parent as set forth in
the consolidated financial statements of Chemtura as of September 30, 2008 and
for the nine month period then ended) with the same effect as though made on the
date hereof (it being understood and agreed that any representation or warranty
which by its terms is made as of a specified date shall be required to be true
and correct in all material respects only as of such specified date);
(b) no other Potential Termination Events, other than the Waived
Termination Events exists; (c) this Amendment and Waiver Agreement has been
duly authorized by all necessary corporate proceedings and duly executed and
delivered by each of the Seller and the Collection Agent, and the Sale
Agreement, as amended by this Amendment and Waiver Agreement, and each of the
other Transaction Documents are the legal, valid and binding obligations of the
Seller and the Collection Agent, enforceable against the Seller and the
Collection Agent in accordance with their respective terms, except as
enforceability may be limited by bankruptcy, insolvency or other similar laws of
general application affecting the enforcement of creditors’ rights or by general
principles of equity; and (d) no consent, approval, authorization, order,
registration or qualification with any governmental authority is required for,
and in the absence of which would adversely effect, the legal and valid
execution and delivery or performance by the Seller or the Collection Agent of
this Amendment and Waiver Agreement or the performance by the Seller or the
Collection Agent of the Sale Agreement, as amended by this Amendment and Waiver
Agreement, or any other Transaction Document to which they are a
party.

     

    
      
        
        

      

      
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    11.Counterparts.  This
Amendment and Waiver Agreement may be executed in any number of counterparts and
by the different parties on separate counterparts and each such counterpart
shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same Amendment and Waiver Agreement.

     

    12.Guarantor
Consent.  By executing this Amendment, Chemtura Corporation
confirms that it is the “Guarantor” under the Limited
Guaranty and that the Limited Guaranty and Chemtura Corporation’s obligations
thereunder remain in full force and effect.

     

    13.Transaction Documents Remain
Effective, Miscellaneous. Except as specifically provided above, the Sale
Agreement and the other Transaction Documents and all of the obligations of the
Seller thereunder, the rights and benefits of the Agent and Purchasers
thereunder, and the security interests and other property rights created thereby
remain in full force and effect and are hereby ratified and confirmed in all
respects.  Without limiting the foregoing, the Seller agrees to comply
with all of the terms, conditions, and provisions of the Transaction Documents
as amended hereby and agreed to herein.  The execution, delivery, and
effectiveness of this Amendment and Waiver Agreement shall not operate as a
waiver of any right, power, or remedy of any Agent or any Purchaser under the
Sale Agreement or any of the other Transaction Documents, nor constitute a
waiver or modification of any provision of any of the other Transaction
Documents other than as expressly set forth herein.  Any provision of
this Amendment and Waiver Agreement held invalid, illegal, or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality, or unenforceability without affecting the validity,
legality, and enforceability of the remaining provision hereof; and the
invalidity of a particular provision in a particular jurisdiction shall not
invalidate such provision in any other jurisdiction.  The parties
hereto hereby acknowledge and agree that this Amendment and Waiver Agreement
shall constitute a Transaction Document for all purposes of the Sale Agreement
and the other Transaction Documents.  Unless otherwise expressly
stated herein, the provisions of this Amendment and Waiver Agreement shall
survive the termination of the Waiver Period.

     

    14.Governing
Law.  This Amendment and Waiver Agreement and the rights and
obligations of the parties hereunder shall be construed in accordance with and
be governed by the law of the State of New York.

    


    
      
        
        

      

      
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    In
Witness Whereof, the parties have caused this Amendment and Waiver Agreement to
be executed and delivered by their duly authorized officers as of the date first
above written.

     

    
      
        	 	
                The
      Royal Bank of Scotland plc (as 

                successor
      to ABN AMRO N.V.), as Agent 

                and
      as a Committed Purchaser

              	 
	 	 	 	 
	 	By:	Greenwich
      Capital Markets, Inc., as agent	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Daniel P.
      McGarvey	 
	 	 	Name:
      Daniel P. McGarvey	 
	 	 	Title:
      Managing Director	 


      

    

     

    
      
        	 	 	 
	
                 

              	
                Address:
      

              	
                c/o
      ABN AMRO Bank N.V.
540 West Madison Street

                
                  27th
      Floor

                

                
                  Chicago,
      Illinois  60661

                

                
                  Attention:  Agent

                

                
                  Telephone:  (312)
      338-3491

                

                
                  Telecopy:  (312)
      338-0140

                

              	 


      

    

     

    
      
        
        

      

      
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                Amsterdam
      Funding Corporation

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Jill A. Russo	 
	 	 	Name:
      Jill A. Russo	 
	 	 	Title:
      Vice President	 


      

    

    
       


      
        	 	
                Address:

                
                  
                    c/o
      Global Securitization Services, LLC

                  

                  
                    68
      South Service Road

                  

                  
                    Suite
      120

                  

                  
                    Melville,
      New York  11747

                  

                  
                    Attention:  Frank
      B. Bilotta

                  

                  
                    Telephone:  (212)
      302-5151

                  

                  
                    Telecopy:  (212)
      302-8767

                  

                   

                  
                    With
      a copy to:

                  

                   

                  The
      Royal Bank of Scotland plc

                  
                    Greenwich
      Capital Markets, Inc., as agent

                  

                  
                    c/o
      ABN AMRO Bank N.V.

                  

                  
                    540
      West Madison Street

                  

                  
                    27th
      Floor

                  

                  
                    Chicago,
      Illinois  60661

                  

                  
                    Attention:  Amsterdam
      Administrator

                  

                  
                    Telephone:  (312)
      338-3491

                  

                  
                    Telecopy:  (312)
      338-0140

                  

                

              	 


      

       

    

    
      
        
        

      

      
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                Wachovia
      Bank, National Association, as 

                the
      LC Issuer, the Related Bank Purchaser for 

                VFCC
      and as the VFCC Purchaser Agent

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ Michael J. Landry	 
	 	 	Name:
      Michael J. Landry	 
	 	 	Title:
      Vice President	 


    

    
       

    

    
      	 	
              
                
                  Variable
      Funding Capital Company, LLC

                

              

            	 
	 	 	 	 
	
               

            	
              By:
      

            	
              Wachovia
      Capital Markets, LLC,

              as Attorney-in-Fact

            	 


    

     

    
      	
               

            	
              By:
      

            	/s/ Douglas R. Wilson, Sr.	 
	 	 	Name:
      Douglas R. Wilson, Sr.	 
	 	 	Title:
      Director	 


    

     

    
      
        
        

      

      
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                    Calyon
      New York Branch, as the Related 

                    Bank
      Purchaser for Atlantic and as the 

                    Atlantic
      Purchaser Agent

                  

                

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Sam Pilcer	 
	 	 	Name:
      Sam Pilcer	 
	 	 	Title:
      Managing Director	 


      

      
         

      

      
        	 	
                
                  
                    
                      Atlantic
      Asset Securitization LLC

                    

                  

                

              	 


      

       

      
        	
                 

              	
                By:
      

              	/s/ Sam Pilcer	 
	 	 	Name:
      Sam Pilcer	 
	 	 	Title:
      Managing Director 	 


      

       

    

    
      
        
        

      

      
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                        Crompton
      & Knowles Receivables 

                        Corporation,
      as Seller

                      

                    

                  

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Stephen Forsyth	 
	 	 	Name:
      Stephen Forsyth 	 
	 	 	Title:
      President	 


        

        
           

        

        
          	 	
                  Chemtura
      Corporation (f/k/a Crompton 

                  Corporation),
      as Initial Collection Agent

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Stephen Forsyth	 
	 	 	Name:
      Stephen Forsyth	 
	 	 	Title:
      Chief Financial Officer	 


        

         

      

    

    
      
        
        

      

      
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    Schedule II

     

    Related
Bank Purchasers

     and
Commitments of Related Bank Purchasers and Purchase Groups

     

    
      	
              Conduit
      Purchaser

            	
              Name
      of Related

              Bank
      Purchaser

            	
              Commitment

            
	 	 	 
	
              Amsterdam
      Funding Corporation

            	
              The
      Royal Bank of Scotland plc

            	
              $46,365,120

            
	
              Atlantic
      Asset Securitization LLC

            	
              Calyon
      New York Branch

            	
              27,817,440

            
	
              Variable
      Funding Capital Company, LLC

            	
              Wachovia
      Bank, National Association

            	
              27,817,440

            


    

    


     

    Purchaser
Group Commitments

     

    
      	
              Purchaser
      Group

            	
              Commitment

            
	
              Amsterdam
      Purchaser Group

            	
              $46,365,120

            
	
              Atlantic
      Purchaser Group

            	
              27,817,440

            
	
              VFCC
      Purchaser Group

            	
              27,817,440

            


    

     

    
      
        
        

      

      
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    Exhibit
J

     

    Transfer
of Lock-Box Accounts

     

    January
__, 2009

     

    Citigroup

    4500 New
Linden Hill Road

    Wilmington,
Delaware  19808

    Attention:  Mary
Jo Huelsman

     

    Ladies
and Gentlemen:

     

    We hereby
notify you of the transfer by Crompton Sales Company of lock-box numbers
7247-8429 and the associated lock-box demand deposit account number 40555094 to
Crompton & Knowles Receivables Corporation.  You are hereby
instructed to update your records to reflect the foregoing. 

     

    
      
        	 	
                Very
      truly yours,

                 

                
                  Crompton
      Sales Company

                

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	Name 	 	 
	 	Title