fourthamendrpa093008.htm


    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 satisfied and (d) the Program Agent shall have
received a duly executed copy of an Undertaking Agreement, in the form of Annex
F to the RPA, with respect to Pioneer.

     

    3. Representations and
Warranties.

     

    a. The
Seller reaffirms and restates each of the representations and warranties
contained in Section 4.01of the RPA, as amended by this Amendment, and for the
purpose of making such representations and warranties, each reference in
Section 4.01(b), (c) and (d) of the RPA to “the Transaction Documents”
shall include this Amendment.  The Collection Agent reaffirms and
restates each of the representations and warranties contained in Section 4.02 of
the RPA, as amended by this Amendment, and for the purpose of making such
representations and warranties, each reference in Section 4.02(b), (c) and
(d) of the RPA to “this Agreement” shall include this Amendment.

     

    b. The
Seller hereby represents and warrants that the names and addresses of all of the
Deposit Banks, together with the post office boxes and account numbers of the
Lock-Boxes and Deposit Accounts of the Seller at such Deposit Banks, are as
specified in Schedule
I attached hereto, and that all of the information set forth on such
Schedule I is
true and correct as of the date hereof.

     

    c. The
Collection Agent represents and warrants that the Credit and Collection Policy
of Pioneer is the same as the Credit and Collection Policy of Chlor Alkali
Products that is attached as Schedule II to the RPA.

     

    4. New Notice
Address.  Citi, as Program Agent and as an Investor Agent,
CAFCO, LLC and Citibank, N.A. hereby notify each of the other parties to the RPA
that their address for notices has been changed to:  750 Washington
Boulevard, 8th Floor,
Stamford, CT  06901, Attention:  Global Securitized
Products, Facsimile No. 914-274-9038.

     

    5. Confirmation of the
RPA.  All references to the RPA in the RPA and in the other
Transaction Documents shall mean the RPA as amended by this Amendment, and as
hereafter amended or restated.  Except as expressly provided herein,
the RPA shall remain unmodified and shall continue to be in full force and
effect in accordance with its terms.

     

    6. Confirmation of
Undertaking.  Parent confirms and agrees that, notwithstanding
the effectiveness of this Amendment, the Undertaking heretofore executed and
delivered by it is, and shall continue to be, in full force and effect, and the
Undertaking is hereby ratified and confirmed.

     

    7. GOVERNING
LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY
CONFLICTS OF LAWS PRINCIPLES THEREOF.

     

    8. Counterparts.  This
Amendment may be executed by the parties hereto on any number of separate
counterparts and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.  Delivery of an executed
counterpart of a signature page to this Amendment by facsimile or by electronic
mail in portable document format (pdf) shall be effective as delivery of a
manually executed counterpart of this Amendment.

     

    [Signature
Pages Follow]

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered as of the day and year first above written.

     

    
      	 
      	
              OLIN
      FUNDING COMPANY LLC, as Seller

               

               

              By:  /s/ Todd A.
      Slater

              Name:  Todd
      A. Slater

              Title:  Vice
      President

               

            
	 
      	
              CAFCO,
      LLC, as an Investor

               

              By:  Citicorp
      North America, Inc.,

              as
      Attorney-in-Fact

               

               

              By:
      /s/ Junette M.
      Earl

              Name:  Junette
      M. Earl

              Title:  Vice
      President

               

            
	 
      	
              CITIBANK,
      N.A., as a Bank

               

               

              By:
      /s/ Junette M.
      Earl

              Name:  Junette
      M. Earl

              Title:  Vice
      President

               

            
	
              CITICORP
      NORTH AMERICA, INC., as the Program Agent and as an Investor
      Agent

               

               

              By:
      /s/ Junette M.
      Earl

              Name:  Junette
      M. Earl

                  Title:  Vice
      President

               

            
	
              OLIN
      CORPORATION, as Collection Agent and Parent

               

               

              By:  /s/ Todd A.
      Slater

              Name:  Todd
      A. Slater

              Title:  Vice
      President and Controller

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
VI

     

    Originators

     

    Olin
Corporation

     

    Pioneer
Americas LLC