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E XHIBIT
10
A MENDMENT
N O . 1 TO R
ECEIVABLES P URCHASE A
GREEMENT
T HIS A
MENDMENT N O . 1 T
O R ECEIVABLES P
URCHASE A GREEMENT (the
“Amendment” ), dated as of June 23, 2008,
is entered into among Arch Chemicals Receivables Corp. (the
“Seller” ), Arch Chemicals, Inc. (the
“Servicer” ), Three Pillars Funding LLC (
“TPF” ) and SunTrust Robinson Humphrey, Inc.
(f/k/a SunTrust Capital Markets, Inc.) (the
“Administrator” );
Reference is hereby made to
that certain Receivables Purchase Agreement, dated as of
June 27, 2005, as amended among the Seller, the Servicer, TPF
and the Administrator (the “Receivables Purchase
Agreement” ). Terms used herein and not otherwise defined
herein which are defined in the Receivables Purchase Agreement or
the other Transaction Documents 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 Purchase Agreement shall
be and is hereby amended as follows:
Section 1.
Section 10.2 of the Receivables Purchase Agreement shall be
amended and restated in its entirety as follows:
Section 10.2.
Increased Cost and Reduced Return. If after the date hereof,
any Funding Source shall be charged any fee, expense or increased
cost (other than taxes) on account of the adoption of any
applicable law, rule or regulation (including any applicable law,
rule or regulation regarding capital adequacy) or any change
therein, or any change in the interpretation or administration
thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof,
or compliance with any request or directive (whether or not having
the force of law) of any such authority, central bank or comparable
agency or on account of the adoption of any change in (or change in
the interpretation of) any generally accepted accounting principles
or regulatory accounting principles applicable to such Funding
Source (a “Regulatory Change” ): (a) that
subjects (or has the effect of subjecting) any Funding Source to
any charge or withholding on or with respect to any Funding
Agreement or a Funding Source’s obligations under a Funding
Agreement, or on or with respect to the Receivables, or
(b) that imposes, modifies or deems applicable (or has the
effect of imposing, modifying or deeming applicable) any reserve,
assessment, insurance charge, special deposit or similar
requirement against assets of, deposits with or for the account of
a Funding Source, or credit extended by a Funding Source pursuant
to a Funding Agreement or (c) that imposes (or has the effect
of imposing) any other condition the result of which is to increase
the cost to a Funding Source of performing its obligations under a
Funding Agreement, or to reduce the rate of return on a Funding
Source’s capital as a consequence of its obligations under a
Funding Agreement, or to reduce the amount of any sum received or
receivable by a Funding Source under a
Funding Agreement or to
require any payment calculated by reference to the amount of
interests or loans held or interest received by it, then, promptly
upon demand by the Administrator, the Seller shall pay to the
Administrator, for the benefit of the relevant Funding Source, such
amounts charged to such Funding Source or such amounts to otherwise
compensate such Funding Source for such increase costs or such
reduction; provided, however, that no Funding Source shall
be entitled to any compensation for any increased costs under this
Section 10.2 unless the Administrator or such Funding Source
delivers a reasonably detailed certificate to the Seller setting
forth the amounts and the basis for such increased costs. For
avoidance of doubt,
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