Exhibit 10
FIRST AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT, dated as of
April 10, 2002 (this "Amendment"), is entered into by and among Arch Chemicals
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Receivables Corp., a Delaware corporation ( the "Seller") as seller, Arch
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Chemicals, Inc., a Virginia corporation ("Arch"), as initial servicer, Blue
Ridge Asset Funding Corporation, a Delaware corporation ("Blue Ridge"), as
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purchaser and Wachovia Bank, National Association (f/k/a Wachovia Bank, N.A.), a
national banking association ("Wachovia") as Agent. Capitalized terms used and
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not otherwise defined herein are used as defined in the Agreement.
WHEREAS, the Seller, Arch, Blue Ridge and Wachovia entered into that
certain Receivables Purchase Agreement, dated as of March 19, 2002 (the
"Agreement");
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WHEREAS, the parties hereto desire to amend the Agreement in certain
respects as provided herein;
NOW THEREFORE, in consideration of the premises and the other mutual
covenants contained herein, the parties hereto agree as follows:
SECTION 1. Amendments to the Agreement.
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(a) The definition of "Obligor Concentration Limit" is hereby
amended by adding the following new sentence at the end thereof:
"Subject to the provisions of clause (iii) above, for each Calculation
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Period from March to and including August of each calendar year, Wal-Mart Stores
Inc. and its Affiliates shall be a special Obligor with a Special Obligor
Concentration Limit of 6% plus the applicable concentration limit determined in
accordance with the table above."
(b) The definition of "Required Reserve Factor Floor" is hereby amended
by deleting clause (i) therein and substituting in lieu thereof the following
new clause (i):
"(i) 14% (provided that for each Calculation Period from March to and
including August of each calendar year, the percentage shall be 20% instead of
14%) plus"
SECTION 2. Amended Agreements in Full Force and Effect as Amended.
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Except as specifically amended hereby, the Agreement shall remain in full force
and effect. This Amendment shall not constitute a novation of the Agreement, but
shall constitute an amendment thereof. The parties hereto agree to be bound by
the terms and conditions of the Agreement, as amended by this Amendment, as
though such terms and conditions were set forth herein.
SECTION 3. Miscellaneous.
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(a) This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together
shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this Amendment by
facsimile shall be effective as delivery of a manually executed counterpart of
this Amendment.
(b) The descriptive headings of the various sections of this Amendment
are inserted for convenience of reference only and shall not be deemed to affect
the meaning or construction of any of the provisions hereof.
(c) This Amendment may not be amended or otherwise modified except
as provided in the Agreement.
(d) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO CONFLICT OF LAWS
PRINCIPLES OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
ARCH CHEMICALS RECEIVABLES CORP.
By: /s/ W. Paul Bush
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Name: W. Paul Bush
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Title: V.P. and Treasurer
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Address:
US Mail:
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c/o Arch Chemicals, Inc.
501 Merritt 7
P.O. Box 5204
Norwalk, CT 06856-5204
Hand Delivery:
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c/o Arch Chemicals, Inc.
501 Merritt 7
Norwalk, CT 06851
Attention: Corporate Secretary
Phone: (203) 229-2900
Fax: (203) 229-2713
ARCH CHEMICALS, INC.
By: /s/ W. Paul Bush
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Name: W. Paul Bush
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Title: V.P. and Treasurer
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Address:
US Mail:
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501 Merritt 7
P.O. Box 5204
Norwalk, CT 06856-5204
Hand Delivery:
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501 Merritt 7
Norwalk, CT 06851
Attention: Corporate Secretary
Phone: (203) 229-2900
Fax: (203) 229-2713
BLUE RIDGE ASSET FUNDING CORPORATION
By: Wachovia Bank, National
Association, as Attorney-in-Fact
By: /s/ Kenny Karpowicz
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Name: Kenny Karpowicz
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Title: Vice President
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Address:
c/o Wachovia Bank, National
Association, as Administrative Agent
100 North Main Street
Winston-Salem, NC 27150
Telephone:(336) 735-6097
Fax: (336) 735-6099
WACHOVIA BANK, NATIONAL
ASSOCIATION, as a Liquidity Bank
and as Agent
By: /s/ W. Adrian Jordan
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Name: W. Adrian Jordan
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Title: Director
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Address:
191 Peachtree Street, N.E., GA-8047
Atlanta, Georgia 30303
Telephone: (404) 332-1398
Fax: (404) 332-5152