secondamendrpa111507.htm


    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’ notice to the
Seller (with a copy to each of the other Agents).

     

    “Excluded Receivable”
means all indebtedness due to an Originator arising from the sale of consigned
goods by such Originator.

     

    “Investor Purchase
Limit” means (a) with respect to the CAFCO Group, $50,000,000, and (b)
with respect to the VFCC Group, $50,000,000.  Any reduction (or
termination) of the Purchase Limit by Seller pursuant to Section 2.01(b) shall
reduce ratably (or terminate) each Group’s Investor Purchase Limit.

     

    “Maximum Percentage
Factor” means 91.09% or, if Weekly Reports are required to be delivered
pursuant to Section 6.02(g)(ii), 95.86%.

     

    “Purchase Limit” means
$100,000,000, as such amount may be reduced pursuant to Section
2.01(b).  References to the unused portion of the Purchase Limit shall
mean, at any time, the Purchase Limit, as then reduced pursuant to Section
2.01(b), minus the then outstanding Capital of Receivable Interests under this
Agreement.

     

    e. Section 7.01
is amended by deleting clause (h) thereof in its entirety and replacing such
clause as follows:

     

    (h)                 As
of the last day of any calendar month, (i) the 3 month rolling average Default
Ratio shall exceed 3.25%, (ii) the 3-month rolling average Delinquency Ratio
shall exceed 3.50%, (iii) the 3 month rolling average Dilution Ratio shall
exceed 7.25%, or (iv) the 3 month rolling average Loss-to-Liquidation Ratio
shall exceed 0.50%; or

     

    2. Waiver.  The
Program Agent, the Investor Agents, the Investors and the Banks hereby waives
compliance by the Seller with Section 5.01(d) of the RPA and any Event of
Termination or Incipient Event of Termination that shall have occurred or be
continuing or will result solely from the consummation of the transactions
contemplated by this Amendment, the Second Amendment to the Originator Purchase
Agreement dated as of the date hereof (the “PCA Amendment”) and
the Assignment and Release dated as of the date hereof (the “Assignment and
Release”) among the Originators, the Seller, the Program Agent , the
Investor Agents and the Investors.

     

    3. 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 PCA Amendment, in form and substance
satisfactory to it and (c) all of the conditions to effectiveness set forth
in the Assignment and Release have been satisfied and pursuant thereto, the
Seller shall have repurchased from the Program Agent all interests in
outstanding receivables originated by each Exiting Originator and certain
related assets and the Seller shall have sold all such receivables and related
assets to the applicable Exiting Originator.

     

    4. 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 “this Agreement” 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 and Parent hereby represents and warrants that each Originator
party to the PCA Amendment is either (i) the same Originator that executed the
Originator Purchase Agreement or, (ii) the successor-by-law to such Originator
that executed the Originator Purchase Agreement, in which case the Collection
Agent and the Parent further represents and warrants that each such successor
Originator, by operation of law, has acquired all assets, and assumed all
liabilities and obligations of the applicable Originator that executed the
Originator Purchase Agreement.  For the purposes of Section 6.06 of
the RPA and Section 8.01 of the Originator Purchase Agreement, it is expressly
understood and agreed that this is a representation and warranty of the
Collection Agent and Parent made in connection with the RPA and the Originator
Purchase Agreement, respectively.

     

    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. Undertaking.  Notwithstanding
the effectiveness of this Amendment and the PCA Amendment and the termination
(pursuant to the Assignment and Release) of all obligations of the Exiting
Originators under the Originator Purchase Agreement and the release of all
liability of the Existing Originators under the Originator Purchase Agreement,
the Undertaking heretofore executed and delivered by Parent shall continue to be
in full force and effect and shall apply to any liability that would have been a
liability of the Exiting Originators which may now exist or hereafter arise
under Article VIII of the Originator Purchase Agreement, to the same extent
as if such Exiting Originators had remained party to the Originator Purchase
Agreement and their obligations thereunder had not been terminated.

     

    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

               

            
	 
      	
              VARIABLE
      FUNDING CAPITAL COMPANY LLC, as an Investor

               

              By:  Wachovia
      Capital Markets, LLC,

              as
      Attorney-in-Fact

               

               

              By:  /s/ Douglas R. Wilson,
      Sr.

              Name:
      Douglas R. Wilson, Sr.

              Title:  Director

               

            
	
              CITIBANK,
      N.A., as a Bank

               

               

              By:
      /s/ Junette M.
      Earl

              Name:  Junette
      M. Earl

              Title:  Vice
      President

               

            
	
              WACHOVIA
      BANK, NATIONAL ASSOCIATION, as a Bank and as an Investor
Agent

               

               

              By:  /s/ William P.
      Rutkowski

              Name:  William
      P. Rutkowski

              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