Exhibit 10.14
FIRST AMENDMENT TO
RECEIVABLES PURCHASE
AGREEMENT
FIRST AMENDMENT, dated as of August 28, 2007
(this “ Amendment ”), to the Receivables
Purchase Agreement, dated as of July 25, 2007 (as amended,
restated, modified or supplemented from time to time, the “
RPA ”), by and among Olin Funding Company LLC (the
“ Seller ”), CAFCO, LLC and Variable Funding
Capital Company LLC, as Investors, Citibank, N.A. and Wachovia
Bank, National Association (“ Wachovia ”), as
Banks, Citicorp North America, Inc. (“ Citi ”),
as the Program Agent, Citi and Wachovia, as Investor Agents and
Olin Corporation (“ Parent ”), as Collection
Agent. Capitalized terms used but not otherwise defined
herein shall have the meanings ascribed to such terms in the
RPA.
WHEREAS, pursuant to Section 11.01 of the RPA,
the parties hereto have agreed to amend the RPA as described
herein.
NOW THEREFORE, the parties hereto agree as
follows:
1. Amendment to
the RPA . Effective as of the date on which all of
the conditions precedent set forth in Section 3 hereof shall
have been satisfied, Schedule I to the RPA is hereby replaced in
its entirety by Schedule I attached to this
Amendment.
2. The Stanley
Works Receivables . The Seller and Chase Brass &
Copper Company, Inc. have notified the Agents that (a) all
receivables financing and purchasing arrangements pertaining to the
accounts receivable due from The Stanley Works Co. described in
clause (a) of the definition of “Excluded Receivables”
set forth in Section 1.01 of the RPA (“ The Stanley Works
Receivables ”) have been terminated and the UCC Financing
Statement filed in connection therewith has been terminated (an
acknowledgment copy of the termination of the UCC Financing
Statement has been separately delivered to the Agents), and (b) The
Stanley Works Receivables are free and clear of Adverse Claims (UCC
search results indicating the absence of Adverse Claims have been
separately delivered to the Agents), and the Seller and Chase Brass
& Copper Company, Inc. hereby authorize the Program Agent to
file an amendment of the UCC Financing Statement filed against
Chase Brass & Copper Company, Inc. in connection with the
Originator Purchase Agreement to reflect that The Stanley Works
Receivables are no longer Excluded
Receivables. Notwithstanding the requirement set forth
in the definition of “Excluded Receivab
