0001091862-05-000119 Sample Contracts

Amendment Dated as of April 28, 2005 to Second Amended and Restated Receivables Sale Agreement Dated as of August 16, 2004
Receivables Sale Agreement • May 9th, 2005 • Crompton Corp • Plastic material, synth resin/rubber, cellulos (no glass) • New York

This Amendment (the "Amendment"), dated as of April 28, 2005, is entered into among Crompton & Knowles Receivables Corporation (the "Seller"), Crompton Corporation (the "Initial Collection Agent"), Amsterdam Funding Corporation, a Delaware corporation ("Amsterdam"), ABN AMRO Bank N.V., as a liquidity provider to Amsterdam (the "Liquidity Provider") and ABN AMRO Bank N.V., as agent for Amsterdam and the Liquidity Provider (the "Agent").

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Amendment Number 6 to Receivables Purchase Agreement
Receivables Purchase Agreement • May 9th, 2005 • Crompton Corp • Plastic material, synth resin/rubber, cellulos (no glass) • New York

This Amendment Number 6, dated as of April 28, 2005 (as amended, restated or otherwise modified from time to time, the "Amendment") to the Receivables Purchase Agreement, dated as of December 11, 1998 (the "Agreement"), is between and among Crompton Corporation (as successor by merger to Crompton & Knowles Corporation), as the Initial Collection Agent, Davis Standard Corporation, Crompton Corporation, and Crompton Manufacturing Company, Inc. (as successor-by-merger to Crompton Sales Company, Inc.) (each a "Seller" and collectively, the "Sellers"), Crompton & Knowles Receivables Corporation, a Delaware corporation ("Buyer") and ABN AMRO Bank N.V. (the "Agent").

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