Exhibit 10.15
SECOND AMENDMENT
TO
RECEIVABLES PURCHASE
AGREEMENT
SECOND AMENDMENT, dated as of November 15, 2007
(this “ Amendment ”), to the Receivables
Purchase Agreement, dated as of July 25, 2007 (as amended by that
certain first amendment dated as of August 28, 2007, and as further
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
in order to reflect the removal of certain Originators as
“Sellers” under the Originator Purchase Agreement (each
Originator other than the Parent is referred to herein as an
“ Exiting Originator ”).
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:
a. Schedule I
(Lock-Boxes/Deposit Accounts) is deleted and replaced with
Schedule I hereto.
b. Schedule II
(Credit and Collection Policy) is amended by deleting therefrom the
document titled “A.J. Oster Company Credit Policy &
Procedure”.
c. Schedule VI
(Originators) is deleted and replaced with Schedule VI
hereto.
d. Section 1.01
is amended by deleting the definitions of “ Bank
Commitment ”, “ Concentration Limit ”,
“ Credit Agreement ”, “ Excluded
Receivable ”, “ Investor Purchase Limit
”,
“ Maximum Percentage Factor
”, and “ Purchase Limit ” therein in their
entirety and replacing such definitions as follows:
“ Bank Commitment ” of any
Bank means, (a) with respect to Citibank, $50,000,000 or such
amount as reduced or increased by any Assignment and Acceptance
entered into among Citibank, another Bank, the Investor Agent for
Citibank and the Program Agent, (b) with respect to Wachovia,
$50,000,000 or such amount as reduced or increased by any
Assignment and Acceptance entered into among Wachovia, another
Bank, the Investor Agent for Wachovia and the Program Agent or (c)
with respect to a Bank (other than Citibank or Wachovia) that has
entered into an Assignment and Acceptance, the amount set forth
therein as such Bank’s Bank Commitment, in each case as such
amount may be reduced or increased by an Assignment and Acceptance
entered into among such Bank, an Eligible Assignee, the Investor
Agent for such Bank and the Program Agent, and as may be further
reduced (or terminated) pursuant to the next
sentence. Any reduction (or termination) of the Purchase
Limit pursuant to the terms of this Agreement shall reduce ratably
(or terminate) each Bank’s Bank Commitment.
“ Credit Agreement ” means
the Credit Agreement, dated as of October 29, 2007, among the
Parent, PCI Chemicals Canada Company/Société PCI
Chimie Canada, the lenders party thereto from time to time,
Citibank, N.A., as administrative agent, the other agents and joint
lead arrangers party thereto from time to time, and any credit
facility replacing or succeeding thereto, each as the same may be
amended, amended and restated, or modified or supplemented from
time to time prior to the Credit Agreement Freeze Date (it being
understood and agreed that (i) prior to the Credit Agreement Freeze
Date, any amendments or waivers to any provision of the Credit
Agreement incorporated herein or referenced herein, if such
amendment or waiver is effective pursuant to the terms of the
Credit Agreement, shall also be effective hereunder with respect to
any incorporation or reference to any provision of the Credit
Agreement, and (ii) on and after the Credit Agreement Freeze Date,
no amendment or waiver to any provision of the Credit Agreement
incorporated herein or referenced herein shall be effective
hereunder unless a separate approval has been executed by the
Program Agent and the Investor Agents hereunder).
“ Concentration Limit ” for
any Obligor means at any time 5.00% (“ Normal
Concentration Limit ”), or such other higher percentage
(“ Special Concentration Limit ”) for such
Obligor as set forth on Schedule V hereto, and after the date of
this Agreement as designated by the Program Agent and each Investor
Agent in a writing delivered to the Seller; provided that in
the case of an Obligor with any Affiliated Obligor, the
Concentration Limit shall be calculated as if such Obligor and such
Affiliated Obligor are one Obligor; provided further
that the Program Agent or any Investor Agent may, in its sole
discretion, reduce or cancel any Special Concentration Limit upon
three Business Days’ not
