Exhibit 10
AMENDMENT NO. 1 TO RECEIVABLES
SALE AGREEMENT
THIS AMENDMENT NO. 1 TO
RECEIVABLES SALE AGREEMENT, dated as of July 28, 2005 (this
“Amendment” ), is by and among ARCH
CHEMICALS, INC., a Virginia corporation, ARCH CHEMICALS SPECIALTY
PRODUCTS, INC., a Delaware corporation, ARCH TREATMENT
TECHNOLOGIES, INC., a Virginia corporation, ARCH WOOD PROTECTION,
INC., a Delaware corporation, ARCH PERSONAL CARE PRODUCTS, L.P., a
New Jersey limited partnership, and ARCH CHEMICALS RECEIVABLES
CORP., a Delaware corporation ( “Buyer”),
and pertains to the Receivables Sale Agreement among the parties
dated as of June 27, 2005 (the “Existing
Agreement” ). Capitalized terms used and not
otherwise defined herein are used with the meanings attributed
thereto in the Existing Agreement.
BACKGROUND
A. The parties wish to remove Arch
Chemicals Specialty Products, Inc. as an Originator under the
Existing Agreement, and
B. Buyer is willing to agree to such
amendment on the terms and subject to the conditions set forth in
this Amendment.
NOW, THEREFORE,
in consideration of the premises
and the mutual agreements herein contained, the parties hereto
agree as follows:
1. Amendments .
1.1. The definition of
“Originators” set forth in the preamble
to the Existing Agreement is hereby amended to delete Arch
Chemicals Specialty Products, Inc., a Delaware corporation,
therefrom.
1.2. All other references in the
Existing Agreement to Arch Chemicals Specialty Products, Inc. are
hereby deleted, the Buyer hereby releases any ownership interest or
security interest it may have in any rights to payment acquired
from Arch Chemicals Specialty Products, Inc.
2. Representations and
Warranties . 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
Facility Termination Date has not occurred under the Purchase
Agreement; (b) the representations and warranties of such
Originator set forth in Article II of the Existing Agreement
are true and correct on and as of the date such Receivable came
into existence as though made on and as of such date; and (c) no
event has occurred a
