thirdamendpca093008.htm


    Exhibit
10.13

    THIRD
AMENDMENT TO

    PURCHASE
AND CONTRIBUTION AGREEMENT

    


    THIRD
AMENDMENT, dated as of September 30, 2008 (this “Amendment”) among
Olin Funding Company LLC (the “Purchaser”), Olin
Corporation (“Parent”), as
Collection Agent and as a Seller and Pioneer Americas LLC, a Delaware limited
liability company (“Pioneer”), as a
Seller.

    


    WHEREAS,
the Purchaser and the Parent, as Collection Agent and as a Seller are parties to
that certain Purchase and Contribution Agreement, dated as of July 25, 2007 (as
amended, restated, modified or supplemented from time to time, the “PCA”).  Capitalized
terms used but not otherwise defined herein shall have the meanings ascribed to
such terms in the PCA.

    


    WHEREAS,
the parties hereto wish to add Pioneer Americas LLC, a Delaware limited
liability company, to the PCA as a Seller.

     

    WHEREAS,
pursuant to Section 9.01 of the PCA, the parties hereto have agreed to amend the
PCA as described herein.

     

    NOW
THEREFORE, the parties hereto agree as follows:

     

    1. Amendments to the
PCA.  Effective as of the date on which all of the conditions
precedent set forth in Section 3 hereof
shall have been satisfied (the “Effective Date”), the
PCA is hereby amended as follows:

     

    a. Schedule
I is deleted and replaced with Schedule I hereto;

     

    b. Exhibit B
is deleted and replaced with Exhibit B hereto;

     

    c. Exhibit E
is deleted and replaced with Exhibit E hereto;

     

    d. Exhibit F
is deleted and replaced with Exhibit F hereto;

     

    2. Pioneer Added as a
Seller.  Effective as of the Effective Date, Pioneer shall be a
party to the PCA, as a Seller, and shall have the rights and obligations of a
Seller thereunder.  Pioneer hereby agrees that it shall perform all of
the duties and obligations that are required to be performed by it, as a Seller,
in accordance with the terms of the PCA.

     

    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 and the Program Agent and the Investor Agent (as such terms
are defined in the RPA) have executed and delivered the consent on the signature
pages hereto;

     

    b. Pioneer shall have delivered to the
Program Agent each of the deliverables with respect to Pioneer set forth
in Section 3.01 of the PCA (other than clause (f) thereof) and favorable
opinions as required by the Program Agent, in each case in form and substance
satisfactory to the Program Agent;

     

    c. Olin
Funding shall have delivered to Pioneer a Deferred Purchase Price Note in favor
of Pioneer, in the form of Exhibit C to the PCA.

     

    4. Representations and
Warranties.

     

    a. Each
Seller (including Pioneer) reaffirms and restates as to itself each of the
representations and warranties contained in Section 4.01of the PCA, as amended
by this Amendment (except that the representation and warranty in Section
4.01(f) thereof is made only by Parent).

     

    b. The
Sellers hereby represent and warrant that (i) 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 at such Deposit Banks, are as
specified in Exhibit
B attached hereto, and all of the information set forth on such Exhibit B is true and
correct as of the date hereof, and (ii) immediately after giving effect to
this Amendment, there shall exist no Event of Termination or Incipient Event of
Termination.

     

    c. Pioneer
represents and warrants that its Credit and Collection Policy is the same as the
Credit and Collection Policy of Chlor Alkali Products that is attached as
Exhibit A to the PCA.

     

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

     

    6. 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.

     

    7. 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 Purchaser

               

               

              By:  /s/ Todd
      A. Slater

              Name:  Todd
      A. Slater

              Title:  Vice
      President

               

            
	
              OLIN
      CORPORATION, as Parent, Collection Agent and a Seller

               

               

              By:  /s/ Todd A.
      Slater

              Name:  Todd
      A. Slater

              Title:  Vice
      President and Controller

               

            
	 
      	
              PIONEER
      AMERICAS LLC, as a Seller

               

               

              By:  /s/ Larry P.
      Kromidas

              Name:  Larry
      P. Kromidas

              Title:  Assistant
      Treasurer

               

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              Pursuant
      to Section 5.01(m) of the RPA, the undersigned consents to the foregoing
      Third Amendment:

               

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

               

               

              By:
      /s/ Junette M.
      Earl

              Name:  Junette
      M. Earl

              Title:  Vice
      President

               

            	 
      
	 
      	 
      


    

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
I

    


    SELLERS

    


    


    


    OLIN CORPORATION, a Virginia
corporation

    


    PIONEER
AMERICAS LLC, a Delaware limited liability
company