Exhibit 10.2 

 

**FIFTH AMENDMENT TO**

**RECEIVABLESPURCHASE AGREEMENT**

 

**THIS FIFTH AMENDMENT TO RECEIVABLESPURCHASE AGREEMENT**, dated as of January 9, 2004 (this “*Amendment*”), is entered into by and among ARCH CHEMICALS RECEIVABLES CORP., as seller (the “*Seller*”), ARCH CHEMICALS, INC., as the servicer(the “*Servicer*”), BLUE RIDGE ASSET FUNDING CORPORATION, as a purchaser (“*Blue Ridge*”) and WACHOVIA BANK, NATIONAL ASSOCIATION (f/k/a Wachovia Bank, N.A.), as the Agent. Capitalized terms used and nototherwise defined herein are used as defined in the Agreement (as defined below and amended hereby). 

 

**WHEREAS**, the parties hereto have entered into that certain Receivables Purchase Agreement, dated as of March 19, 2002 (as amended, restated,supplemented or otherwise modified to the date hereof, the “*Agreement*”); 

 

**WHEREAS**, the parties hereto desire to amend the Agreement in certain respects as hereinafter set forth; 

 

**NOW THEREFORE**, in consideration of the premises and the other mutualcovenants contained herein, the parties hereto agree as follows: 

 

**Section 1.1 Amendments.**

 

Section9.1(h)(iii) of the Agreement is hereby deleted and replaced with the following: 

 

“the three-month rolling average Dilution Ratio shall exceed 8.25%.” 

 

**Section 1.2 Reference to and Effect on the Agreement and the RelatedDocuments.**

 

(a) Upon the effectiveness of thisAmendment, (i) each of the Seller Parties hereby reaffirms all representations and warranties made by it in Article V of the Agreement (as amended hereby) and agrees that all such covenants, representations and warranties shall be deemed tohave been remade as of the effective date of this Amendment, (ii) each of the Seller Parties hereby represents and warrants that no Amortization Event or Unmatured Amortization Event shall have occurred and be continuing and (iii) each reference inthe Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import shall mean and be, and any references to the Agreement in any other document, instrument or agreement executed and/ordelivered in connection with the Agreement shall mean and be, a reference to the Agreement as amended hereby. 

 

(b) The Seller hereby agrees that in addition to any costs otherwise required to be paid pursuant to the Transaction Documents, the Seller shall pay thereasonable legal fees and out-of 

pocket expenses of the Agent’s counsel, Hunton & Williams, and all audit fees and due diligence costs incurredby the Agent in connection with the consummation of this Amendment. 

 

**Section 1.3 Effectiveness and Effect.**

 

This Amendment shall be effective on the day (the “*Amendment Effective Date*”) on which the last to occur of the following: (i) execution by the Seller Parties of this Amendment and (ii) payment to the Agent of anamendment fee in the amount of $10,000 by wire transfer in immediately available funds. Except as otherwise amended by this Amendment, the Agreement shall continue in full force and effect and is hereby ratified and confirmed. 

 

**Section 1.4 Governing Law.**

 

This Amendment will be governed by and construed in accordance with the lawsof the State of New York. 

 

**Section 1.5 Severability.**

 

Each provision of this Amendment shall be severable fromevery other provision of this Amendment for the purpose of determining the legal enforceability of any provision hereof, and the unenforceability of one or more provisions of this Amendment in one jurisdiction shall not have the effect of renderingsuch provision or provisions unenforceable in any other jurisdiction. 

 

**Section 1.6 Counterparts.**

 

ThisAmendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page by facsimileshall be effective as delivery of a manually executed counterpart of this Amendment. 

 

 

-2- 

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officersthereunto duly authorized, as of the date first above written. 

 

ARCH CHEMICALS RECEIVABLES CORP.,

as the Seller

 
By: /s/    W. Paul Bush            
Name: W. Paul Bush
  
Title: VP & Treasurer

 

ARCH CHEMICALS, INC.,

as the Servicer

 
By: /s/    W. Paul Bush            
Name: W. Paul Bush
  
Title: VP & Treasurer

 

 

[additional signatures to follow] 

BLUE RIDGE ASSET FUNDING

CORPORATION,

as a Purchaser

 

    by Wachovia Capital Markets, LLC,

          as Attorney-in-Fact
By: /s/    Douglas R. Wilson, Sr.             
Name: Douglas R. Wilson, Sr.
  
Title: Vice President

 

 

WACHOVIA BANK,

NATIONAL ASSOCIATION,

as Agent

 
By: /s/    Gary G. Fleming, Jr.            
Name: Gary G. Fleming, Jr.
  
Title: Director

 

Consented to this9th day of January, 2004 

 

WACHOVIA BANK,

NATIONAL ASSOCIATION,

as sole Liquidity Bank

 
By: /s/    Gary G. Fleming, Jr.            
Name: Gary G. Fleming, Jr.
  
Title:

 

 

[end of signatures]