Exhibit 10.17
FOURTH AMENDMENT
TO
RECEIVABLES PURCHASE
AGREEMENT
FOURTH AMENDMENT, dated as of September 30, 2008
(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, as an Investor,
Citibank, N.A., as a Bank, Citicorp North America, Inc. (“
Citi ”), as the Program Agent, Citi, as an Investor
Agent, 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
in order to reflect the addition of Pioneer Americas LLC (“
Pioneer ) as a “Seller” under the Originator
Purchase Agreement and as an Originator under the RPA.
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 2 hereof shall
have been satisfied:
a. The second
sentence of the definition of “Originator” in
Section 1.01 of the RPA is amended by deleting the phrase
“At the date of this Agreement,” and replacing it with
the phrase “At September 30, 2008.”
b. The definition of
“Undertaking” in Section 1.01 of the RPA is amended and
restated in its entirety to read as follows:
“ Undertaking ” means,
collectively, each of the Undertaking Agreements made by the Parent
in favor of the Seller, and assigned to the Program Agent, and
relating to the obligations of one or more Originators (other than
the Parent), substantially in the form of Annex F hereto, as
the same may be amended, modified or restated from time to
time.
c. Schedule I
(Lock-Boxes/Deposit Accounts) is deleted and replaced with
Schedule I hereto.
d. Schedule VI
(Originators) is deleted and replaced with Schedule VI
hereto.
2.
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, (b) the Program Agent
shall have received a duly executed copy of the Third Amendment to
the Originator Purchase Agreement, in form and substance
satisfactory to it, (c) all of the conditions to effectiveness
set forth in the Third Amendment to the Originator Purchase
Agreement have been
