This AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of
September 28, 2006 (this "Agreement" is made among CHEMTURA CORPORATION, a
Delaware corporation ("Chemtura"), as the Initial Collection Agent, Chemtura,
Chemtura USA Corporation (the "Parent"), 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").
Except as otherwise defined herein, capitalized terms used in this Agreement
have the meanings assigned to them in Appendix A. This Agreement shall be
interpreted in accordance with the conventions set forth in Part B of such
Appendix A.
WHEREAS, pursuant to the Receivables Sale Agreement, Buyer intends to transfer
its interests in the Receivables sold pursuant hereto, together with Receivables
contributed to Buyer from time to time, to Amsterdam Funding Corporation,
Variable Funding Capital Company, LLC, Atlantic Asset Securitization LLC and the
Related Bank Purchasers in order to, among other things, finance its purchases
hereunder;
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:
ARTICLE I
PURCHASE AND SALE
SECTION 1.1
PURCHASE AND SALE.
(A)
PURSUANT TO THE TERMS OF THE ORIGINAL AGREEMENT, EACH SELLER
PREVIOUSLY SOLD, TRANSFERRED, ASSIGNED AND OTHERWISE CONVEYED TO THE BUYER,
PRIOR TO THE EFFECTIVE DATE, AND BUYER PURCHASED FROM EACH SELLER, ALL OF SUCH
SELLER'S RIGHT, TITLE AND INTEREST IN, TO AND UNDER:
(I)
ALL RECEIVABLES OF SUCH SELLER (OTHER THAN CONTRIBUTED
RECEIVABLES) THAT EXISTED AND WERE OWING TO SUCH SELLER AS AT THE CLOSING OF
SUCH SELLER'S BUSINESS ON THE INITIAL CUT-OFF DATE,
(II)
ALL RECEIVABLES CREATED BY SUCH SELLER (OTHER THAN CONTRIBUTED
RECEIVABLES) THAT ARISE DURING THE PERIOD FROM AND INCLUDING THE CLOSING OF SUCH
SELLER'S BUSINESS ON THE INITIAL
CUT-OFF DATE TO BUT EXCLUDING THE PURCHASE
TERMINATION DATE,
(III)
ALL RELATED SECURITY WITH RESPECT TO ALL RECEIVABLES (OTHER THAN
CONTRIBUTED RECEIVABLES) OF SUCH SELLER
(IV)
ALL COLLECTIONS AND OTHER PROCEEDS OF THE FOREGOING, INCLUDING ALL
FUNDS RECEIVED BY ANY PERSON IN PAYMENT OF ANY AMOUNTS OWED (INCLUDING INVOICE
PRICES, FINANCE CHARGES, INTEREST AND ALL OTHER CHARGES, IF ANY) IN RESPECT OF
ANY RECEIVABLE DESCRIBED ABOVE (OTHER THAN A CONTRIBUTED RECEIVABLE) OR RELATED
SECURITY WITH RESPECT TO ANY SUCH RECEIVABLE, OR OTHERWISE APPLIED TO REPAY OR
DISCHARGE ANY SUCH RECEIVABLE (INCLUDING INSURANCE PAYMENTS THAT A SELLER OR
INITIAL COLLECTION AGENT APPLIES IN THE ORDINARY COURSE OF ITS BUSINESS TO
AMOUNTS OWED IN RESPECT OF ANY SUCH RECEIVABLE AND NET PROCEEDS OF ANY SALE OR
OTHER DISPOSITION OF REPOSSESSED GOODS THAT WERE THE SUBJECT OF
1
ANY SUCH RECEIVABLE) OR OTHER COLLATERAL OR PROPERTY OF ANY OBLIGOR OR ANY OTHER
PERSON DIRECTLY OR INDIRECTLY LIABLE FOR PAYMENT OF SUCH RECEIVABLES, AND
(V)
ALL RECORDS RELATING TO ANY OF THE FOREGOING.
ALL SUCH SALES, TRANSFERS, ASSIGNMENTS AND CONVEYANCES ARE HEREBY RATIFIED AND
CONFIRMED.
(B)
EACH SELLER HEREBY SELLS, TRANSFER, ASSIGNS, SETS OVER AND
OTHERWISE CONVEYS TO BUYER AND BUYER HEREBY PURCHASES FROM EACH