Exhibit 10.13
THIRD AMENDMENT TO
PURCHASE AND CONTRIBUTION
AGREEMENT
THIRD AMENDMENT, dated as of September 30, 2008
(this “ Amendment ”) among Olin Funding Company
LLC (the “ Purchaser ”), Olin Corporation
(“ Parent ”), as Collection Agent and as a
Seller and Pioneer Americas LLC, a Delaware limited liability
company (“ Pioneer ”), as a Seller.
WHEREAS, the Purchaser and the Parent, as
Collection Agent and as a Seller are parties to that certain
Purchase and Contribution Agreement, dated as of July 25, 2007 (as
amended, restated, modified or supplemented from time to time, the
“ PCA ”). Capitalized terms used but
not otherwise defined herein shall have the meanings ascribed to
such terms in the PCA.
WHEREAS, the parties hereto wish to add Pioneer
Americas LLC, a Delaware limited liability company, to the PCA as a
Seller.
WHEREAS, pursuant to Section 9.01 of the PCA,
the parties hereto have agreed to amend the PCA as described
herein.
NOW THEREFORE, the parties hereto agree as
follows:
1. Amendments to
the PCA . Effective as of the date on which all of
the conditions precedent set forth in Section 3 hereof shall
have been satisfied (the “ Effective Date ”),
the PCA is hereby amended as follows:
a. Schedule I is
deleted and replaced with Schedule I hereto;
b. Exhibit B is
deleted and replaced with Exhibit B hereto;
c. Exhibit E is
deleted and replaced with Exhibit E hereto;
d. Exhibit F is
deleted and replaced with Exhibit F hereto;
2. Pioneer Added
as a Seller . Effective as of the Effective Date,
Pioneer shall be a party to the PCA, as a Seller, and shall have
the rights and obligations of a Seller
thereunder. Pioneer hereby agrees that it shall perform
all of the duties and obligations that are required to be performed
by it, as a Seller, in accordance with the terms of the
PCA.
3.
Effectiveness . This Amendment shall become
effective as of the date hereof at such time as:
a. executed
counterparts of this Amendment have been delivered by each party
hereto to the other parties hereto and the Program Agent and the
Investor Agent (as such terms are defined in the RPA) have executed
and delivered the consent on the signature pages hereto;
b. Pioneer shall have
delivered to the Program Agent each of the de
