Exhibit 10.1
A MENDMENT N O . 3 TO R ECEIVABLES S ALE A GREEMENT
T HIS A MENDMENT N O
. 3 T O R
ECEIVABLES S ALE A GREEMENT (the “Amendment” ), dated as
of July 9, 2009, is entered into among Arch Chemicals, Inc. (
“Chemicals” ), Arch Treatment Technologies, Inc.
( “Treatment” ), Arch Wood Protection, Inc. (
“Wood” ), Arch Personal Care Products, L.P. (
“Personal Care,” together with Chemicals,
Treatment, and Wood collectively referred to herein as the
“Originators” and each individually as an
“Originator” ) and Arch Chemicals Receivables
Corp. (the “Buyer” );
Reference is hereby made to that
certain Receivables Sale Agreement, dated as of June 27, 2005,
as amended among the Originators and the Buyer (the
“Receivables Sale Agreement” ). Terms used
herein and not otherwise defined herein which are defined in the
Receivables Sale Agreement or the other Transaction Documents (as
defined in the Purchase Agreement) shall have the same meaning
herein as defined therein.
N OW ,
THEREFORE , for good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties
hereto hereby agree that the Receivables Sale Agreement shall be
and is hereby amended as follows:
Section 1.
The first sentence of the defined
term “Receivable” appearing in Exhibit I of the
Receivables Sale Agreement is hereby amended in its entirety and as
so amended shall read as follows:
Receivable
: All indebtedness and other
obligations owed by any Obligor in the United States or Canada to
any Originator (at the times it arises, and before giving effect to
any transfer or conveyance under the Agreement) or Buyer (after
giving effect to the transfers under the Agreement) or in which any
Originator or Buyer has a security interest or other interest,
including, without limitation, any indebtedness, obligation or
interest constituting an account, chattel paper, instrument or
general intangible, arising in connection with the sale of goods or
the rendering of services by any Originator and further includes,
without limitation, the obligation to pay any Finance Charges with
respect thereto.
Section 2.
The defined term, “Excluded
Receivable” , appearing in Exhibit I of the Receivables
Sale Agreement is hereby deleted in its entirety.
Section 3.
This Amendment shall become
effective on the date the Administrator has received counterparts
hereof executed by the Buyer and the Originators and consented to
be the Administrator.
Section 4.
In order to induce Buyer to enter
into this Amendment, each of the remaining Originators hereby
represents and warrants to Buyer (and Administrator as its
assignee), that (a) the Termination Date has not occurred
under the Receivables Sale Agreement; (b) the representations
and warranties of such Originator set forth in Article II of
the Receivables Sal
