firstamendrpa082808.htm


    Exhibit
10.14

    FIRST
AMENDMENT TO

    RECEIVABLES
PURCHASE AGREEMENT

    


    FIRST
AMENDMENT, dated as of August 28, 2007 (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
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.

     

    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, Schedule I to the RPA is hereby replaced in its
entirety by Schedule
I attached to this Amendment.

     

    2. The Stanley Works
Receivables.  The Seller and Chase Brass & Copper Company,
Inc. have notified the Agents that (a) all receivables financing and purchasing
arrangements pertaining to the accounts receivable due from The Stanley Works
Co. described in clause (a) of the definition of “Excluded Receivables” set
forth in Section 1.01 of the RPA (“The Stanley Works
Receivables”) have been terminated and the UCC Financing Statement filed
in connection therewith has been terminated (an acknowledgment copy of the
termination of the UCC Financing Statement has been separately delivered to the
Agents), and (b) The Stanley Works Receivables are free and clear of Adverse
Claims (UCC search results indicating the absence of Adverse Claims have been
separately delivered to the Agents), and the Seller and Chase Brass & Copper
Company, Inc. hereby authorize the Program Agent to file an amendment of the UCC
Financing Statement filed against Chase Brass & Copper Company, Inc. in
connection with the Originator Purchase Agreement to reflect that The Stanley
Works Receivables are no longer Excluded Receivables.  Notwithstanding
the requirement set forth in the definition of “Excluded Receivables” that
thirty (30) days’ prior written notice be delivered, effective as of August 31,
2007, The Stanley Works Receivables shall no longer be deemed to be Excluded
Receivables.

     

    3. Effectiveness.  This
Amendment shall become effective as of the date hereof at such time as (i)
executed counterparts of this Amendment have been delivered by each party hereto
to the other parties hereto and (ii) the Program Agent shall have received a
duly executed copy of the First Amendment to the Originator Purchase Agreement,
in form and substance satisfactory to it (the “PCA
Amendment”).

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    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.  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.

     

    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.

     

    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 and the PCA 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/ Stephen C.
      Curley

              Name:  Stephen
      C. Curley

              Title:  Treasurer

               

            
	 
      	
              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

               

               

              By:  /s/ Stephen C.
      Curley

              Name:  Stephen
      C. Curley

              Title:  Vice
      President & Treasurer