ex10-1.htm


    Exhibit 10.1

     

    


     

    


     

    


     

    PURCHASE
      AND CONTRIBUTION AGREEMENT

     

    


     

    Dated
      as
      of July 25, 2007

     

    


     

    Among

     

    


    The
      parties listed on Schedule I hereto

     

    as
      Sellers

     

    and

     

    OLIN
      CORPORATION

     

    as
      Collection Agent

     

    and

     

    OLIN
      FUNDING COMPANY LLC

     

    as
      Purchaser

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    TABLE
      OF CONTENTS

     

    
      	
              Page

            
	
              ARTICLE
                I

            	 
	 	 
	 	
              DEFINITIONS

            	
              1

            
	 	 	
              SECTION
                1.01.

            	
              Certain
                Defined Terms

            	
              1

            
	 	 	
              SECTION
                1.02.

            	
              Other
                Terms

            	
              12

            
	 	 	 	 	 	 
	
              ARTICLE II

            
	 	 
	 	
              AMOUNTS
                AND TERMS OF PURCHASES AND
                CONTRIBUTIONS

            	
              12

            
	 	 	
              SECTION
                2.01.

            	
              Facility

            	
              12

            
	 	 	
              SECTION
                2.02.

            	
              Making
                Purchases

            	
              12

            
	 	 	
              SECTION
                2.03.

            	
              Collections

            	
              13

            
	 	 	
              SECTION
                2.04.

            	
              Settlement
                Procedures

            	
              14

            
	 	 	
              SECTION
                2.05.

            	
              Payments
                and Computations, Etc.

            	
              15

            
	 	 	
              SECTION
                2.06

            	
              Contributions

            	
              15

            
	 	 	
              SECTION
                2.07.

            	
              Issuance,
                Extension and Modification of Letters of
                Credit

            	
              15

            
	 	 	
              SECTION
                2.08.

            	
              Expiration
                of Letters of Credit

            	
              15

            
	 	 	 	 	 	 
	
              ARTICLE
                III

            	 
	 	 
	 	
              CONDITIONS
                OF
                PURCHASES

            	
              16

            
	 	 	
              SECTION
                3.01.

            	
              Conditions
                Precedent to Initial Purchase from the
                Sellers

            	
              16

            
	 	 	
              SECTION
                3.02.

            	
              Conditions
                Precedent to All Purchases

            	
              17

            
	 	 	 	 	 	 
	
              ARTICLE
                IV

            	 
	 	 
	 	
              REPRESENTATIONS
                AND
                WARRANTIES

            	
              18

            
	 	 	
              SECTION
                4.01.

            	
              Representations
                and Warranties of the
                Sellers

            	
              18

            
	 	 	 	 	 	 
	
              ARTICLE
                V

            	 
	 	 	 
	 	
              COVENANTS

            	
              22

            
	 	 	
              SECTION
                5.01.

            	
              Covenants
                of the Sellers

            	
              22

            
	 	 	
              SECTION
                5.02.

            	
              Covenant
                of each Seller and the Purchaser

            	
              27

            
	 	 	 	 	 	 
	
              ARTICLE
                VI

            	 
	 	 
	 	
              ADMINISTRATION
                AND
                COLLECTION

            	
              28

            
	 	 	
              SECTION
                6.01.

            	
              Designation
                of Collection Agent

            	
              28

            
	 	 	
              SECTION
                6.02.

            	
              Duties
                of Collection Agent

            	
              28

            
	 	 	
              SECTION
                6.03.

            	
              Collection
                Agent Fee

            	
              29

            


    

    



    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    


    Page

    


    
      	 	 	
              SECTION
                6.04.

            	
              Certain
                Rights of the Purchaser

            	
              29

            
	 	 	
              SECTION
                6.05.

            	
              Rights
                and Remedies

            	
              30

            
	 	 	
              SECTION
                6.06.

            	
              Transfer
                of Records to Purchaser

            	
              30

            
	 	 	 	 	 	 
	
              ARTICLE
                VII

            	 
	 	 	 
	 	
              EVENTS
                OF TERMINATION

            	
              31

            
	 	 	
              SECTION
                7.01.

            	
              Events
                of Termination

            	
              31

            
	 	 	 	 	 	 
	
              ARTICLE
                VIII

            	 
	 	 	 
	 	
              INDEMNIFICATION

            	
              33

            
	 	 	
              SECTION
                8.01.

            	
              Indemnities
                by the Sellers

            	
              33

            
	 	 	 	 	 	 
	
              ARTICLE
                IX

            	 
	 	 	 
	 	
              MISCELLANEOUS

            	
              36

            
	 	 	
              SECTION
                9.01.

            	
              Amendments,
                Etc.

            	
              36

            
	 	 	
              SECTION
                9.02.

            	
              Notices,
                Etc.

            	
              36

            
	 	 	
              SECTION
                9.03.

            	
              Binding
                Effect; Assignability

            	
              36

            
	 	 	
              SECTION
                9.04.

            	
              Costs,
                Expenses and Taxes

            	
              36

            
	 	 	
              SECTION
                9.05.

            	
              No
                Proceedings

            	
              37

            
	 	 	
              SECTION
                9.06.

            	
              [Intentionally
                Omitted]

            	
              37

            
	 	 	
              SECTION
                9.07.

            	
              GOVERNING
                LAW

            	
              37

            
	 	 	
              SECTION
                9.08.

            	
              Third
                Party Beneficiary

            	
              37

            
	 	 	
              SECTION
                9.09.

            	
              Execution
                in Counterparts

            	
              38

            


    

    



    
      
        
        

      

      
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    EXHIBITS
      AND SCHEDULES

     

    EXHIBIT
      A   Credit and
      Collection Policy

    EXHIBIT
      B    Deposit
      Accounts

    EXHIBIT
      C    Form
      of Deferred Purchase Price Note

    EXHIBIT
      D   Form of
      Letter of Credit Request

    EXHIBIT
      E    Addresses, Prior
      Names, “Doing-Business-As” Names, Tradenames

    EXHIBIT
      F    Sellers’ UCC
      Information

    
 

    


    SCHEDULE
      I        List of Sellers

    



    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    


    


     

    


    PURCHASE
      AND CONTRIBUTION AGREEMENT

     

    Dated
      as
      of July 25, 2007

     

    Each
      of
      the parties listed on Schedule I hereto (each, a “Seller” and
      collectively, the “Sellers”), OLIN CORPORATION, a Virginia corporation
      (the “Parent”), as Collection Agent, and OLIN FUNDING COMPANY LLC, a
      Delaware limited liability company (the “Purchaser”), agree as
      follows:

     

    PRELIMINARY
      STATEMENTS.

     

    (1)           Certain
      terms which are capitalized and used throughout this Agreement (in addition
      to
      those defined above) are defined in Article I of this Agreement.

     

    (2)           The
      Sellers have Receivables that they wish to sell to the Purchaser, and the
      Purchaser is prepared to purchase such Receivables on the terms set forth in
      this Purchase and Contribution Agreement (this “Agreement”).

     

    (3)           The
      Parent may also wish to contribute Receivables to the capital of the Purchaser
      on the terms set forth herein.

     

    NOW,
      THEREFORE, the parties agree as follows:

     

    ARTICLE
      I

     

    DEFINITIONS

     

    SECTION
      1.01.  Certain Defined
      Terms.  As used in this Agreement, the following terms shall have
      the following meanings (such meanings to be equally applicable to both the
      singular and plural forms of the terms defined):

     

    “Adverse
      Claim” means a lien, security interest, or other charge or encumbrance, or
      any other type of preferential arrangement.

     

    “Affiliate”
      means, as to any Person, any other Person that, directly or indirectly, is
      in
      control of, is controlled by or is under common control with such Person or
      is a
      director or officer of such Person.

     

    “Agreement”
      has the meaning specified in the Preliminary Statements.

     

    “Alternate
      Base Rate” means a fluctuating interest rate per annum as shall be in effect
      from time to time, which rate shall be at all times equal to the highest
      of:

     

    (a)           the
      rate of interest announced publicly by Citibank, N.A. in New York, New York,
      from time to time as Citibank, N.A.’s base rate;

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
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    (b)           1/2
      of one percent above the latest three-week moving average of secondary market
      morning offering rates in the United States for three-month certificates of
      deposit of major United States money market banks, such three-week moving
      average being determined weekly on each Monday (or, if such day is not a
      Business Day, on the next succeeding Business Day) for the three-week period
      ending on the previous Friday by Citibank, N.A. on the basis of such rates
      reported by certificate of deposit dealers to and published by the Federal
      Reserve Bank of New York or, if such publication shall be suspended or
      terminated, on the basis of quotations for such rates received by Citibank,
      N.A.
      from three New York certificate of deposit dealers of recognized standing
      selected by Citibank, N.A., in either case adjusted to the nearest 1/4 of one
      percent or, if there is no nearest 1/4 of one percent, to the next higher 1/4
      of
      one percent; and

     

    (c)           the
      Federal Funds Rate.

     

    “Available
      Funds” has the meaning specified in Section 2.03(c).

     

    “Business
      Day” means any day on which banks are not authorized or required to close in
      New York City or the State of Missouri.

     

    “Canada-U.S.
      Convention” means the Canada-United States Income Tax Convention (1980), as
      amended, modified or replaced from time to time.

     

    “Canadian
      Dollars” means dollars in the lawful currency of Canada.

     

    “Canadian
      Receivable” means any Receivable, the Obligor of which has a billing address
      in Canada.

     

    “Collection
      Agent” means at any time the Person then authorized pursuant to Section 6.01
      to service, administer and collect Transferred Receivables.

     

    “Collection
      Agent Fee” has the meaning specified in Section 6.03.

     

    “Collections”
      means, with respect to any Receivable, all cash collections and other cash
      proceeds of such Receivable, including, without limitation, all cash proceeds
      of
      Related Security with respect to such Receivable, and all funds deemed to have
      been received by a Seller or any other Person as a Collection pursuant to
      Section 2.04.

     

    “Contract”
      means an agreement between a Seller and an Obligor pursuant to or under which
      such Obligor shall be obligated to pay for merchandise or services from time
      to
      time.

     

    “Contributed
      Receivables” has the meaning specified in Section 2.06.

     

     

    
      
        
        

      

      
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    “Credit
      and Collection Policy” means those receivables credit and collection
      policies and practices of the applicable Seller in effect on the date of this
      Agreement applicable to the Receivables and described in Exhibit A
      hereto, as modified in compliance with this Agreement.

     

    “Debt”
      means (i) indebtedness for borrowed money, (ii) obligations evidenced by
      bonds, debentures, notes or other similar instruments, (iii) obligations to
      pay the deferred purchase price of property or services, (iv) obligations
      as lessee under leases which shall have been or should be, in accordance with
      generally accepted accounting principles, recorded as capital leases, and (v)
      obligations under direct or indirect guaranties in respect of, and obligations
      (contingent or otherwise) to purchase or otherwise acquire, or otherwise to
      assure a creditor against loss in respect of, indebtedness or obligations of
      others of the kinds referred to in clauses (i) through (iv) above.

     

    “Defaulted
      Receivable” means a Receivable:

     

    (i)           as
      to which any payment, or part thereof, remains unpaid (x) for more than 60
      days
      from the original due date for such payment, if such Receivable is not a
      Winchester Extended Term Receivable, or (y) for more than 30 days from the
      original due date for such payment, if such Receivable is a Winchester Extended
      Term Receivable;

     

    (ii)           as
      to which the Obligor thereof or any other Person obligated thereon or owning
      any
      Related Security in respect thereof has taken any action, or suffered any event
      to occur, of the type described in Section 7.01(g);

     

    (iii)           which,
      consistent with the Credit and Collection Policy, would be written off as
      uncollectible;

     

    (iv)           for
      which the applicable Seller has (or, consistent with the Credit and Collection
      Policy, should have) established a reserve specifically for the Obligor
      obligated on such Receivable with respect to the non-payment by such Obligor
      of
      its obligations on any Receivable.

     

    “Deferred
      Purchase Price” means the portion of the Purchase Price of Purchased
      Receivables purchased on any Purchase Date from a Seller exceeding the amount
      of
      the Purchase Price under Section 2.02 to be paid in cash or by delivery of
      a
      Letter of Credit to such Seller.  The obligations of the Purchaser in
      respect of the Deferred Purchase Price shall be evidenced by the Purchaser’s
      subordinated promissory note to each Seller in the form of Exhibit C
      hereto.

     

    “Delinquent
      Receivable” means a Receivable that is not a Defaulted Receivable
      and:

     

     

    
      
        
        

      

      
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    (i)           as
      to which any payment, or part thereof, remains unpaid (x) for 31-60 days from
      the original due date for such payment, if such Receivable is not a Winchester
      Extended Term Receivable, or (y) for one to 30 days from the original due date
      for such payment, if such Receivable is a Winchester Extended Term Receivable;
      or

     

    (ii)           which,
      consistent with the Credit and Collection Policy, would be classified as
      delinquent by the applicable Seller.

     

    “Deposit
      Account” means an account maintained at a Deposit Bank into which (i)
      Collections in the form of checks and other items are deposited that have been
      sent to one or more Lock-Boxes by Obligors and/or (ii) Collections in the form
      of electronic funds transfers and other items are paid directly by
      Obligors.

     

    “Deposit
      Account Agreement” means an agreement among the applicable Seller, the
      Purchaser (or its assignees or designees) and any Deposit Bank in form and
      substance satisfactory to the Purchaser (or its assignees or
      designees).

     

    “Deposit
      Bank” means any of the banks holding one or more Deposit
      Accounts.

     

    “Diluted
      Receivable” means that portion (and only that portion) of any Receivable
      which is either (a) reduced or canceled as a result of (i) any defective,
      rejected or returned merchandise or services or any failure by a Seller to
      deliver any merchandise or provide any services or otherwise to perform under
      the underlying Contract, (ii) any change in the terms of or cancellation of,
      a
      Contract or any cash discount, discount for quick payment or other adjustment
      by
      a Seller which reduces the amount payable by the Obligor on the related
      Receivable (except any such change or cancellation resulting from or relating
      to
      the financial inability to pay or insolvency of the Obligor of such Receivable)
      or (iii) any set-off by an Obligor in respect of any claim by such Obligor
      as to
      amounts owed by it on the related Receivable (whether such claim arises out
      of
      the same or a related transaction or an unrelated transaction) or (b) subject
      to
      any specific dispute, offset, counterclaim or defense whatsoever (except the
      discharge in bankruptcy of the Obligor thereof); provided that Diluted
      Receivables are calculated assuming that all chargebacks are resolved in the
      Obligor’s favor.

     

    “Discount”
      means, in respect of each Purchase, 1.50% of the Outstanding Balance of the
      Receivables that are the subject of such Purchase; provided,
however, the foregoing Discount may be revised prospectively by request
      of any of the parties hereto to reflect changes in recent experience with
      respect to write-offs, timing and cost of Collections and cost of funds,
      provided that such revision is consented to by each of the parties (it being
      understood that each party agrees to duly consider such request but shall have
      no obligation to give such consent).

     

     

    
      
        
        

      

      
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    “Dollar
      Equivalent” means, as of any date, the amount obtained by applying the rate
      for converting currency into Dollars at the spot rate of exchange for that
      currency as reasonably determined and advised by the Program Agent.

     

    “Dollars”
      or “$” means dollars in the lawful currency of the United
      States.

     

    “Eligible
      Country” means a country other than the United States and Canada that
      satisfies each of the following criteria:

     

    (a)           it
      has a foreign currency sovereign debt rating of at least BBB- by Standard &
Poor’s and Baa3 by Moody’s Investors Service, Inc.;

     

    (b)           its
      government or central bank shall not have (i) prohibited the sale of the
      currency of such country in exchange for United States Dollars, (ii) admitted
      in
      writing its inability to pay its debts as the same become due, (iii) declared
      a
      moratorium on the payment of its debts or the debts of any national governmental
      authority of such country, or (iv) ceased to be a member of the International
      Monetary Fund or ceased to be eligible to use the resources of the International
      Monetary Fund; and

     

    (c)           the
      United States shall not have imposed economic sanctions on such
      country.

     

    “Eligible
      Receivable” means a Receivable:

     

    (i)           
      the Obligor of which has a billing address in the United States, Canada or
      any
      Eligible Country, and is not an Affiliate of any Seller or the
      Purchaser;

     

    (ii)           [intentionally
      omitted];

     

    (iii)           which,
      at the time of the transfer thereof to the Purchaser under this Agreement,
      is
      not a Defaulted Receivable;

     

    (iv)          the
      Obligor of which, at the time of the transfer of such Receivable under this
      Agreement, is not the Obligor of any Defaulted Receivables which in the
      aggregate constitute 20% or more of the aggregate Outstanding Balance of all
      Receivables of such Obligor;

     

    (v)           which
      has been billed and which, according to the Contract related thereto, is
      required to be paid in full within 90 days of the original billing date
      therefor; provided that the aggregate Outstanding Balance of all Eligible
      Receivables that are required to be paid in full within 61-90 days of the
      original billing date therefor according to the Contract related thereto shall
      not at any time exceed 3.00% of the aggregate Outstanding Balance of all
      Eligible Receivables; provided further that up to 10.00% of the aggregate
      Outstanding Balance of all Eligible Receivables may be comprised of Winchester
      Extended Term Receivables;

     

     

    
      
        
        

      

      
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    (vi)          which
      is an obligation representing all or part of the sales price of merchandise,
      insurance or services within the meaning of Section 3(c)(5) of the
      Investment Company Act of 1940, as amended, and the nature of which is such
      that
      its purchase with the proceeds of notes would constitute a “current transaction”
within the meaning of Section 3(a)(3) of the Securities Act of 1933, as
      amended;

     

    (vii)         which
      is an “account” or “payment intangible” within the meaning of
      Article 9 of the UCC of the applicable jurisdictions;

     

    (viii)        which
      is denominated in Dollars or Canadian Dollars and is payable in the United
      States or Canada;

     

    (ix)          which
      arises under a Contract which, together with such Receivable, is in full force
      and effect and constitutes the legal, valid and binding obligation of the
      Obligor of such Receivable and is not subject to any Adverse Claim or any
      dispute, offset, counterclaim or defense whatsoever (except the potential
      discharge in bankruptcy of such Obligor);

     

    (x)           which,
      together with the Contract related thereto, does not contravene in any material
      respect any laws, rules or regulations applicable thereto (including, without
      limitation, laws, rules and regulations relating to usury, consumer protection,
      truth in lending, fair credit billing, fair credit reporting, equal credit
      opportunity, fair debt collection practices and privacy) and with respect to
      which no party to the Contract related thereto is in violation of any such
      law,
      rule or regulation in any material respect;

     

    (xi)          which,
      if the Obligor thereof has a billing address outside of the United States or
      Canada (other than the Province of Quebec and, if the transfer of such
      Receivable to the Purchaser under this Agreement occurs prior to August 1,
      2007,
      the Province of Ontario), arises under a Contract which does not contain a
      legally enforceable provision requiring such Obligor to consent to the transfer,
      sale or assignment of the rights and duties of the applicable Seller or the
      Purchaser, unless a written consent of the Obligor has been
      obtained;

     

    (xii)         which
      was generated in the ordinary course of the applicable Seller’s
      business;

     

    (xiii)        which,
      at the time of the transfer of such Receivable under this Agreement, has not
      been extended, rewritten or otherwise modified from the original terms
      thereof;

     

     

    
      
        
        

      

      
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    (xiv)        the
      transfer, sale or assignment of which does not contravene any applicable law,
      rule or regulation;

     

    (xv)         which
      satisfies all applicable requirements of the Credit and Collection
      Policy;

     

    (xvi)        the
      Obligor of which is not the Government of Canada or any agency, department,
      instrumentality or political subdivision thereof or any federal or provincial
      Crown corporation (other than those listed as exempt under applicable
      legislation from restrictions or requirements for consent or notice of the
      assignment of Receivables in respect of which they are obligors), or any
      provincial or local government or government agency, department, instrumentality
      or political subdivision of such provincial or local government if the
      enforceability against such government, agency, department, instrumentality
      or
      political subdivision of an assignment of debts owing thereby is subject to
      any
      precondition which has not been fulfilled;

     

    (xvii)       which,
      if it is an obligation of an Obligor that is a government or a governmental
      subdivision or agency, shall not cause the aggregate Outstanding Balance of
      all
      Receivables that are obligations of Obligors that are governments or
      governmental subdivisions or agencies to exceed 10% of the aggregate Outstanding
      Balance of all Receivables at such time;

     

    (xviii)      which
      represents a bona fide obligation of the Obligor of such Receivable to pay
      the
      stated amount thereof;

     

    (xix)        as
      to which the applicable Seller has satisfied and fully performed all obligations
      with respect to such Receivable required to be fulfilled by it other than
      customary warranty obligations, and no further action is required to be
      performed by any Person with respect thereto other than payment thereon by
      the
      applicable Obligor;

     

    (xx)          for
      which the related invoice has not been prepared or generated manually;
      and

     

    (xxi)        as
      to which, if such Receivable is a Canadian Receivable, (x) none of the services
      (if any) giving rise to such Receivable were rendered to the Obligor thereof
      in
      Canada, and (y) if the Obligor has a billing address in the Province of Quebec,
      (A) the Contract with respect to such Canadian Receivable is not governed by
      the
      laws of the Province of Quebec and (B) pursuant to the express terms of such
      Contract, all Collections with respect thereto are payable only to locations
      outside of the Province of Quebec.

     

     

    
      
        
        

      

      
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    “ERISA”
      means the Employee Retirement Income Security Act of 1974, as amended from
      time
      to time, and the regulations promulgated and rulings issued
      thereunder.

     

    “Event
      of Termination” has the meaning specified in Section 7.01.

     

    “Excluded
      Receivable” means (a) all indebtedness or accounts receivable due from The
      Stanley Works Co. to Chase Brass & Copper Company, Inc. (whether or not such
      indebtedness or accounts receivable has been sold or transferred by Chase Brass
      & Copper Company, Inc.), (b) all indebtedness due to a Seller arising from
      the sale of consigned goods by such Seller, (c) all indebtedness or accounts
      receivable due from Honeywell International Inc. or a unit or subsidiary thereof
      to A.J. Oster Co. (whether or not such indebtedness or accounts receivable
      has
      been sold or transferred by A.J. Oster Co.) and (d) all indebtedness or accounts
      receivable due from Honeywell International Inc. or a unit or subsidiary thereof
      to A.J. Oster West, Inc. (whether or not such indebtedness or accounts
      receivable has been sold or transferred by A.J. Oster West, Inc.);
provided, that upon at least thirty (30) days prior written notice by the
      relevant Originator to the Purchaser and the Collection Agent (A) stating that
      all receivables financing or purchasing arrangements pertaining to the
      indebtedness and accounts receivable described in clause (a), (c) or (d) above
      have been terminated and all UCC Financing Statements filed in connection
      therewith have been terminated (and attaching acknowledgment copies thereof),
      (B) stating that the indebtedness or accounts receivable previously subject
      to
      such receivables financing or purchasing arrangements are free and clear of
      Adverse Claims (and attaching appropriate UCC search results confirming such
      statement) and (C) authorizing the Purchaser or its designee to file an
      amendment of the applicable UCC Financing Statements filed in connection with
      this Agreement to reflect that such indebtedness and accounts receivable are
      no
      longer Excluded Receivables, the indebtedness or accounts receivable due from
      the Obligor specified in clause (a), (c) or (d) above, as applicable, shall
      no
      longer be deemed to be Excluded Receivables from and after the filing of such
      UCC Financing Statement amendments.

     

    “Facility
      Termination Date” means the earliest of (i) the “Facility Termination Date”
(as such term is defined in the RPA), (ii) the date determined pursuant
      to
      Section 7.01 and (iii) the date which the Sellers designate by at least three
      Business Days’ notice to the Purchaser and (prior to the RPA Final Payment Date)
      the Program Agent.

     

    “Federal
      Funds Rate” means, for any period, a fluctuating interest rate per annum
      equal for each day during such period to the weighted average of the rates
      on
      overnight Federal funds transactions with members of the Federal Reserve System
      arranged by Federal funds brokers, as published for such day (or, if such day
      is
      not a Business Day, for the next preceding Business Day) by the Federal Reserve
      Bank of New York, or, if such rate is not so published for any day which is
      a
      Business Day, the average of the quotations for such day on such transactions
      received by Citibank, N.A. from three Federal funds brokers of recognized
      standing selected by it.

     

     

    
      
        
        

      

      
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    “Finance
      Charge” means, with respect to any Receivable, any interest, finance charges
      or other similar charges payable at any time by an Obligor in connection with
      such Receivable not having been paid on the due date thereof.

     

    “General
      Trial Balance” of a Seller on any date means such Seller’s accounts
      receivable trial balance (whether in the form of a computer printout, magnetic
      tape or diskette) on such date, listing Obligors and the Receivables
      respectively owed by such Obligors on such date together with the aged
      Outstanding Balances of such Receivables, in form and substance satisfactory
      to
      the Purchaser.

     

    “Incipient
      Event of Termination” means an event that but for notice or lapse of time or
      both would constitute an Event of Termination.

     

    “Indemnified
      Amounts” has the meaning specified in Section 8.01.

     

    “L/C
      Bank” means Wachovia Bank, National Association.

     

    “Letter
      of Credit” means a stand-by letter of credit issued by the L/C Bank in
      Dollars upon application of Purchaser at the request of a Seller, as the same
      may be extended from time to time in accordance with this Agreement and the
      RPA.

     

    “Letter
      of Credit Request” means a request in the form of Exhibit D hereto,
      with appropriate insertions thereto, duly executed by a Seller.

     

    “Location”
      means, with respect to any Person, such Person’s location for purposes of
      Section 9-307 of the UCC as in effect in the State of New York on any date
      of
      determination.

     

    “Lock-Box”
      means a post office box administered by a Deposit Bank for the purpose of
      receiving Collections.

     

    “Obligor”
      means a Person obligated to make payments to a Seller pursuant to a
      Contract.

     

    “Outstanding
      Balance” of any Receivable at any time means the then outstanding principal
      balance thereof; provided, that to the extent that the amount of any
      Receivable is, under the terms of the applicable Contract, expressed in Canadian
      Dollars, such amount for the purposes of this definition shall be the Dollar
      Equivalent thereof at the relevant time. Sales or use tax and any other taxes
      and Finance Charges which may be billed in connection with a Receivable are
      not
      included in the Outstanding Balance.

     

    “Parent”
      means Olin Corporation, a Virginia corporation.

     

    “Person”
      means an individual, partnership, corporation (including a business trust),
      limited liability company, joint stock company, trust, unincorporated
      association, joint venture or other entity, or a government or any political
      subdivision or agency thereof.

     

     

    
      
        
        

      

      
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    “Program
      Agent” means Citicorp North America, Inc., as program agent under the RPA,
      or any successor program agent under the RPA.

     

    “Purchase”
      means a purchase by the Purchaser of Receivables from a Seller pursuant to
      Article II.

     

    “Purchase
      Date” means each day on which a Purchase is made pursuant to Article
      II.

     

    “Purchase
      Price” for any Purchase means an amount equal to the Outstanding Balance of
      the Receivables that are the subject of such Purchase as set forth in the
      applicable Seller’s General Trial Balance, minus the Discount for such
      Purchase.

     

    “Purchased
      Receivable” means any Receivable which is purchased by the Purchaser
      pursuant to Section 2.02.

     

    “Purchaser”
      has the meaning specified in the first paragraph of this Agreement.

     

    “Receivable”
      means the indebtedness of any Obligor under a Contract (whether constituting
      an
      account, instrument, chattel paper or general intangible), and includes, except
      if the Obligor thereof has a billing address in Canada, the right to payment
      of
      any interest or finance charges and other obligations of such Obligor with
      respect thereto; provided, however, that the term
“Receivable” shall not include any Excluded Receivable.

     

    “Related
      Security” means with respect to any Receivable:

     

    (i)           all
      of the applicable Seller’s interest in any merchandise (including returned
      merchandise) relating to any sale giving rise to such Receivable;

     

    (ii)           all
      security interests, hypothecs or liens and property subject thereto from time
      to
      time purporting to secure payment of such Receivable, whether pursuant to the
      Contract related to such Receivable or otherwise, together with all financing
      statements and similar instruments filed against an Obligor describing any
      collateral securing such Receivable;

     

    (iii)          all
      guaranties, insurance and other agreements or arrangements of whatever character
      from time to time supporting or securing payment of such Receivable whether
      pursuant to the Contract related to such Receivable or otherwise;
      and

     

     

    
      
        
        

      

      
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    (iv)          the
      Contract and all other books, records and other information (including, without
      limitation, computer programs, tapes, discs, punch cards, data processing
      software and related property and rights) relating to such Receivable and the
      related Obligor.

     

    “RPA”
      means that certain Receivables Purchase Agreement, dated as of the date hereof,
      among the Purchaser, as seller, CAFCO, LLC and Variable Funding Capital Company
      LLC, as investors, Citibank, N.A. and Wachovia Bank, National Association,
      as
      banks, Citicorp North America, Inc., and Wachovia Bank, National Association
      as
      investor agents, Citicorp North America, Inc., as program agent, and Olin
      Corporation, as collection agent, as amended or restated from time to
      time.

     

    “RPA
      Final Payment Date” means the later of the “Facility Termination Date” (as
      such term is defined in the RPA) and the date on which all Capital, Yield,
      fees
      and other obligations under the RPA are paid in full.

     

    “Seller”
      and “Sellers” each have the meaning specified in the first paragraph of
      this Agreement.

     

    “Seller
      Report” means a report, in form and substance reasonably satisfactory to the
      Purchaser, furnished by the Collection Agent to the Purchaser pursuant to
      Section 6.02(b).

     

    “Settlement
      Date” means the second Business Day of each month; provided,
however, that following the occurrence of an Event of Termination,
      Settlement Dates shall occur on such days as are selected from time to time
      by
      the Purchaser or its designee in a written notice to the Collection
      Agent.

     

    “Tangible
      Net Worth” means at any time the excess of (i) the sum of (a) the product of
      (x) 100% minus the Discount multiplied by (y) the Outstanding Balance of all
      Transferred Receivables other than Defaulted Receivables plus (b) cash and
      cash
      equivalents of the Purchaser, minus (ii) the sum of (a) Capital (as such term
      is
      defined in the RPA) plus (b) the Deferred Purchase Price.

     

    “Tax
      Act” means the Income Tax Act (Canada) and the Regulations thereunder, as
      amended, modified or replaced from time to time.

     

    “Tax
      Convention” means a convention for the avoidance of double income taxation
      between Canada and another country.

     

    “Transferred
      Receivable” means a Purchased Receivable or a Contributed
      Receivable.

     

    “Treaty
      Resident” means a Person that is or is deemed to be a resident of a country
      with which Canada has a Tax Convention for purposes of that Convention,
      including a resident of the United States for purposes of the Canada-U.S.
      Convention, and for greater certainty does not currently include a limited
      liability company that is treated as a disregarded entity or a partnership
      for
      U.S. federal income tax purposes.

     

     

     

    
      
        
        

      

      
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    “UCC”
      means the Uniform Commercial Code as from time to time in effect in the
      specified jurisdiction.

     

    “U.S.
      Treaty Resident” means a resident of the United States for purposes of the
      Canada-U.S. Convention.

     

    “Winchester
      Extended Term Receivable” means a Receivable (i) the Seller of which is the
      Winchester Division of Olin Corporation and (ii) which, according to the
      Contract related thereto, is required to be paid in full within more than 90
      days (but not more than 180 days) of the original billing date
      therefor.

     

    SECTION
      1.02.  Other Terms.  All
      accounting terms not specifically defined herein shall be construed in
      accordance with generally accepted accounting principles.  All terms
      used in Article 9 of the UCC in the State of New York, and not specifically
      defined herein, are used herein as defined in such Article 9.

     

    ARTICLE
      II

     

    AMOUNTS
      AND TERMS OF PURCHASES AND
      CONTRIBUTIONS

     

    SECTION
      2.01.  Facility.  On the terms
      and conditions hereinafter set forth and without recourse to the Sellers (except
      to the extent specifically provided herein), (i) the Parent shall sell or
      contribute to the Purchaser all Receivables originated by it from time to time
      and the Purchaser shall purchase or accept as a contribution from the Parent
      all
      such Receivables from time to time, and (ii) each other Seller shall sell to
      the
      Purchaser all Receivables originated by it from time to time and the Purchaser
      shall purchase from each such Seller all Receivables of such Seller from time
      to
      time, in each case during the period from the date hereof to the Facility
      Termination Date.

     

    SECTION
      2.02.  Making Purchases.

     

    (a)           Initial
      Purchase.  The Parent on behalf of the Sellers shall give the
      Purchaser at least one Business Day’s notice of their request for the initial
      Purchase hereunder, which request shall specify the date of such Purchase (which
      shall be a Business Day) and the proposed Purchase Price for such
      Purchase.  The Purchaser shall promptly notify the Sellers whether it
      has determined to make such Purchase.  On the date of such Purchase,
      the Purchaser shall, upon satisfaction of the applicable conditions set forth
      in
      Article III, pay the Purchase Price for such Purchase in the manner provided
      in
      Section 2.02(c).

     

    (b)           Subsequent
      Purchases.  On each Business Day following the initial Purchase
      until the Facility Termination Date, each Seller shall sell to the Purchaser
      and
      the Purchaser shall purchase from such Seller, upon satisfaction of the
      applicable conditions set forth in Article III, all Receivables originated
      by
      such Seller which have not previously been sold or contributed to the Purchaser;
      provided, however, that the Parent may, at its option on any
      Purchase Date, contribute all or any of such Receivables to the Purchaser
      pursuant to Section 2.06, instead of selling such Receivables to the Purchaser
      pursuant to this Section 2.02(b).  On or within five Business Days
      after the date of each such Purchase, the Purchaser shall pay the Purchase
      Price
      for such Purchase in the manner provided in Section 2.02(c).

     

     

     

    
      
        
        

      

      
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    (c)           Payment
      of Purchase Price.  The Purchase Price for the initial Purchase
      shall be paid on the Purchase Date therefor and the Purchase Price for each
      subsequent Purchase shall be paid on or within five Business Days after the
      Purchase Date therefor, in each case, by means of any one or a combination
      of
      the following: (i) a deposit in same day funds to the applicable Seller’s
      account designated by such Seller, (ii) if the applicable Seller has delivered
      a
      Letter of Credit Request, by Purchaser’s obtaining and delivering a Letter of
      Credit as contemplated by such Letter of Credit Request issued upon the
      Purchaser’s application (with the issuance of such Letter of Credit constituting
      payment of the Purchase Price to the applicable Seller in an amount equal to
      the
      face amount of such Letter of Credit), or (iii) an increase in the Deferred
      Purchase Price payable to the applicable Seller.  The allocation of
      the Purchase Price as among such methods of payment shall be subject in each
      instance to the approval of the Purchaser and the applicable Seller;
provided, however, that the aggregate Deferred Purchase Price may
      not be increased to the extent that, after giving effect to such increase,
      the
      Tangible Net Worth would be less than 10.5% of the Outstanding Balance of the
      Transferred Receivables.

     

    (d)           Ownership
      of Receivables and Related Security.  On each Purchase Date, after
      giving effect to the Purchase (and any contribution of Receivables) on such
      date, the Purchaser shall own all Receivables originated by the Sellers as
      of
      such date (including Receivables which have been previously sold or contributed
      to the Purchaser hereunder) other than Receivables repurchased pursuant to
      Section 2.04(b).  The Purchase or contribution of any Receivable shall
      include all Related Security with respect to such Receivable.

     

    SECTION
      2.03.  Collections.  (a)  The
      Collection Agent shall, on each Settlement Date, deposit into an account of
      the
      Purchaser all Collections of Transferred Receivables then held by the Collection
      Agent.

     

    (b)           In
      the event that a Seller believes that Collections which are not Collections
      of
      Transferred Receivables have been deposited into an account of the Purchaser,
      such Seller shall so advise the Purchaser and, on the Business Day following
      such identification, the Purchaser shall remit, or shall cause to be remitted,
      all Collections so deposited which are identified, to the Purchaser’s
      satisfaction, to be Collections of Receivables which are not Transferred
      Receivables to such Seller.

     

    (c)           On
      each Settlement Date, the Purchaser shall pay to the applicable Seller accrued
      interest on the Deferred Purchase Price and the Purchaser may, at its option,
      prepay in whole or in part the principal amount of the Deferred Purchase Price;
      provided that (i) accrued interest and principal shall be payable pro rata
      to
      the Sellers based on the outstanding accrued interest and principal due to
      each
      Seller, and (ii) each such payment shall be made solely from (x) Collections
      of
      Transferred Receivables after all other amounts then due from the Purchaser
      under the RPA have been paid in full and all amounts then required to be set
      aside by the Purchaser or the Collection Agent under the RPA have been so set
      aside or (y) excess cash flow from operations of the Purchaser which is not
      required to be applied to the payment of other obligations of the Purchaser
      (any
      monies available for such payment, the “Available Funds”); and provided
      further, that no such payment shall be made at any time when an Event of
      Termination shall have occurred and be continuing.  Following the RPA
      Final Payment Date, the Purchaser shall apply, on each Settlement Date, all
      Collections of Transferred Receivables received by the Purchaser pursuant to
      Section 2.03(a) (and not previously distributed) first to the payment of accrued
      interest on the Deferred Purchase Price (payable pro rata to the Sellers based
      on the outstanding amount of such accrued interest due to each Seller), and
      then
      to the reduction of the principal amount of the Deferred Purchase Price (payable
      pro rata to the Sellers based on the outstanding principal amount due to each
      Seller).

     

     

    
      
        
        

      

      
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    SECTION
      2.04.  Settlement
      Procedures.  (a)  If on any day any Transferred
      Receivable becomes (in whole or in part) a Diluted Receivable, the Seller which
      originated such Receivable shall be deemed to have received on such day a
      Collection of such Transferred Receivable in the amount of such Diluted
      Receivable.  If such Seller is not the Collection Agent, such Seller
      shall pay to the Collection Agent on or prior to the next Settlement Date all
      amounts deemed to have been received pursuant to this subsection.

     

    (b)           Upon
      discovery by a Seller or the Purchaser of a breach of any of the representations
      and warranties made by such Seller in Section 4.01(j) with respect to any
      Transferred Receivable, such party shall give prompt written notice thereof
      to
      the other party, as soon as practicable and in any event within three Business
      Days following such discovery.  The applicable Seller shall, upon not
      less than two Business Days’ notice from the Purchaser or its assignee or
      designee, repurchase such Transferred Receivable on the next succeeding
      Settlement Date for a repurchase price equal to the Outstanding Balance of
      such
      Transferred Receivable.  Each repurchase of a Transferred Receivable
      shall include the Related Security with respect to such Transferred
      Receivable.  The proceeds of any such repurchase shall be deemed to be
      a Collection in respect of such Transferred Receivable.  If the
      applicable Seller is not the Collection Agent, such Seller shall pay to the
      Collection Agent on or prior to the next Settlement Date the repurchase price
      required to be paid pursuant to this subsection.

     

    (c)           Except
      as stated in subsection (a) or (b) of this Section 2.04 or as otherwise required
      by law or the underlying Contract, all Collections from an Obligor of any
      Transferred Receivable shall be applied to the Receivables of such Obligor
      in
      the order of the age of such Receivables, starting with the oldest such
      Receivable, unless such Obligor designates its payment for application to
      specific Receivables.

     

    SECTION
      2.05.  Payments and Computations,
      Etc.  (a)  All amounts to be paid or deposited by a
      Seller or the Collection Agent hereunder shall be paid or deposited no later
      than 11:00 A.M. (New York City time) on the day when due in same day funds
      to an
      account or accounts designated by the Purchaser from time to time, which
      accounts, prior to the RPA Final Payment Date, shall be those set forth in
      the
      RPA.

     

     

    
      
        
        

      

      
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    (b)           Each
      Seller shall, to the extent permitted by law, pay to the Purchaser interest
      on
      any amount not paid or deposited by such Seller (whether as Collection Agent
      or
      otherwise) when due hereunder at an interest rate per annum equal to 2% per
      annum above the Alternate Base Rate, payable on demand.

     

    (c)           All
      computations of interest and all computations of fees hereunder shall be made
      on
      the basis of a year of 360 days for the actual number of days (including the
      first but excluding the last day) elapsed.  Whenever any payment or
      deposit to be made hereunder shall be due on a day other than a Business Day,
      such payment or deposit shall be made on the next succeeding Business Day and
      such extension of time shall be included in the computation of such payment
      or
      deposit.

     

    SECTION
      2.06.  Contributions.  The
      Parent may from time to time at its option, by notice to the Purchaser on or
      prior to the date of the proposed contribution, identify Receivables which
      it
      proposes to contribute to the Purchaser as a capital contribution.  On
      the date of each such contribution and after giving effect thereto, the
      Purchaser shall own the Receivables so identified and contributed (collectively,
      the “Contributed Receivables”) and all Related Security with respect
      thereto.  The foregoing notwithstanding, on the date of the initial
      Purchase hereunder the Parent agrees to contribute to the Purchaser all
      Receivables originated by it which are not included in such initial
      Purchase.

     

    SECTION
      2.07.  Issuance, Extension and Modification
      of Letters of Credit.  From time to time prior to the Facility
      Termination Date, any Seller may, (i) by delivery of a Letter of Credit Request
      to the Purchaser, request that the Purchaser arrange for the issuance of a
      Letter of Credit, or (ii) if a Letter of Credit has previously been obtained
      by
      the Purchaser at such Seller’s request, request that the Purchaser arrange for
      the extension of the expiration date of such Letter of Credit or otherwise
      modify such Letter of Credit.

     

    SECTION
      2.08.  Expiration of Letters of
      Credit.  In the event that any Letter of Credit expires without
      being fully drawn or is surrendered for cancellation without being fully drawn,
      the Purchaser shall promptly pay to the applicable Seller an amount equal to
      the
      undrawn balance of such Letter of Credit.  The amount of such payment
      shall be paid in cash to the extent of Available Funds or, at the Purchaser’s
      election, by adding the amount to be paid to the outstanding balance under
      the
      note evidencing the Deferred Purchase Price payable to such Seller (provided
      the
      aggregate outstanding principal balance thereunder resulting from such addition
      does not exceed the maximum amount permitted under 
Section
      2.02(c).

     

     

     

    
      
        
        

      

      
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    ARTICLE
      III

     

    CONDITIONS
      OF PURCHASES

     

    SECTION
      3.01.  Conditions Precedent to Initial
      Purchase from the Sellers.  The initial Purchase of Receivables
      from the Sellers hereunder is subject to the conditions precedent that the
      Purchaser shall have received on or before the date of such Purchase the
      following, each (unless otherwise indicated) dated such date, in form and
      substance satisfactory to the Purchaser:

     

    (a)           Certified
      copies of the resolutions of the Board of Directors (or similar governing body)
      of each Seller approving this Agreement and certified copies of all documents
      evidencing other necessary corporate or partnership action and governmental
      approvals, if any, with respect to this Agreement.

     

    (b)           A
      certificate of the Secretary or Assistant Secretary of each Seller certifying
      the names and true signatures of the officers of such Seller authorized to
      sign
      this Agreement and the other documents to be delivered by it
      hereunder.

     

    (c)           Acknowledgment
      copies of proper financing statements, duly filed on or before the date of
      the
      initial Purchase, naming each Seller as the seller/debtor and the Purchaser
      as
      the purchaser/secured party, or other similar instruments or documents, as
      necessary to perfect the Purchaser’s ownership of and security interest in the
      Transferred Receivables and Related Security and Collections with respect
      thereto.

     

    (d)           Acknowledgment
      copies of proper financing statements, if any, necessary to release all security
      interests and other rights of any Person in the Transferred Receivables,
      Contracts or Related Security previously granted by each Seller.

     

    (e)           Completed
      requests for information, dated on or before the date of such initial Purchase,
      listing the financing statements referred to in subsection (c) above and all
      other effective financing statements filed in the jurisdictions referred to
      in
      subsection (c) above that name each Seller as debtor, together with copies
      of
      such other financing statements (none of which shall cover any Transferred
      Receivables, Contracts or Related Security).

     

    (f)           Favorable
      opinions of (i) Cravath, Swaine & Moore LLP, counsel for the Sellers,
      substantially in the form of Exhibit I-1 hereto, (ii) Richards, Layton &
Finger, P.A., counsel for each Seller incorporated or formed in Delaware,
      substantially in the form of Exhibit I-2A, I-2B, I-2C or I-2D, as applicable,
      hereto, (iii) Edwards Angell Palmer & Dodge LLP, counsel for each Seller
      incorporated or having a Location in Rhode Island, substantially in the form
      of
      Exhibit I-3 hereto, (iv) Hunton & Williams LLP, counsel for each Seller
      incorporated in Virginia, substantially in the form of Exhibit I-4 hereto,
      (v) Shumaker, Loop & Kendrick, LLP, counsel for each Seller
      incorporated in Ohio, substantially in the form of Exhibit I-5 hereto, and
      (vi)
      Blake, Cassels & Graydon LLP, substantially in the form of Exhibit I-6
      hereto.

     

     

    
      
        
        

      

      
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    (g)           Deposit
      Account Agreements in respect of each Lock-Box and Deposit Account, duly
      executed by each applicable Seller and each Deposit Bank.

     

    SECTION
      3.02.  Conditions Precedent to All
      Purchases.  Each Purchase (including the initial Purchase)
      hereunder shall be subject to the further conditions precedent
      that:

     

    (a)           with
      respect to any such Purchase, on or prior to the date of such Purchase, the
      applicable Seller shall have delivered to the Purchaser, if requested by the
      Purchaser, (i) such Seller’s General Trial Balance (which if in magnetic tape or
      diskette format shall be compatible with the Purchaser’s computer equipment) as
      of a date not more than 31 days prior to the date of such Purchase, and (ii)
      a
      written report identifying, among other things, the Receivables to be included
      in such Purchase and such additional information concerning such Receivables
      as
      may reasonably be requested by the Purchaser;

     

    (b)           with
      respect to any such Purchase, on or prior to the date of such Purchase, the
      Collection Agent shall have delivered to the Purchaser, in form and substance
      reasonably satisfactory to the Purchaser, a completed Seller Report for the
      most
      recently ended reporting period for which information is required pursuant
      to
      Section 6.02(b) and containing such additional information as may reasonably
      be
      requested by the Purchaser;

     

    (c)           the
      applicable Seller shall have marked its master data processing records and
      all
      other relevant records evidencing the Receivables which are the subject of
      such
      Purchase with a legend, reasonably acceptable to the Purchaser and (prior to
      the
      RPA Final Payment Date) the Program Agent, stating that such Receivables, the
      Related Security and Collections with respect thereto, have been sold in
      accordance with this Agreement; and

     

    (d)           on
      the date of such Purchase the following statements shall be true (and the
      applicable Seller, by accepting the Purchase Price for such Purchase, shall
      be
      deemed to have certified that):

     

    
      	
               

            	
              (i)

            	
              the
                representations and warranties made by such Seller in Section 4.01
                are (A) if such representation or warranty is not by its terms qualified
                by materiality, correct in all material respects on and as of the
                date of
                such Purchase or (B) if such representation or warranty is by its
                terms
                qualified by materiality, correct on and as of the date of such Purchase,
                in each case, as though made on and as of such date (except that
                the
                representation contained in the second sentence of Section 4.01(f)
                shall
                be made only on the date of the initial Purchase
                hereunder);

            


    

     

     

    
      
        
        

      

      
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              (ii)

            	
              no
                event has occurred and is continuing, or would result from such Purchase,
                that constitutes an Event of Termination or an Incipient Event of
                Termination; and

            


    

     

    
      	
               

            	
              (iii)

            	
              the
                Purchaser shall not have delivered to the Sellers a notice that the
                Purchaser shall not make any further Purchases
                hereunder.

            


    

     

    ARTICLE
      IV

     

    REPRESENTATIONS
      AND
      WARRANTIES

     

    SECTION
      4.01.  Representations and Warranties of the
      Sellers.  Each Seller represents and warrants as to itself as
      follows (except that the representation and warranty in subsection (f) is made
      only by the Parent):

     

    (a)           Such
      Seller is a corporation or partnership duly incorporated or formed, validly
      existing and in good standing under the laws of the jurisdiction set forth
      in
Exhibit F hereto (as such Exhibit F may be amended from time to
      time pursuant to Section 5.01(b)), and is duly qualified to do business, and
      is
      in good standing, in every jurisdiction where the nature of its business
      requires it to be so qualified, unless the failure to so qualify would not
      have
      a material adverse effect on (i) the interests of the Purchaser hereunder,
      (ii)
      the collectibility of the Transferred Receivables, or (iii) the ability of
      such
      Seller or the Collection Agent to perform their respective obligations
      hereunder.

     

    (b)           The
      execution, delivery and performance by such Seller of this Agreement and the
      other documents to be delivered by it hereunder, including such Seller’s sale
      and contribution of Receivables hereunder and such Seller’s use of the proceeds
      of Purchases, (i) are within such Seller’s corporate or partnership powers, (ii)
      have been duly authorized by all necessary corporate or partnership action,
      (iii) do not contravene (1) such Seller’s charter or by-laws or other
      organizational documents, (2) any law, rule or regulation applicable to such
      Seller, (3) any material contractual restriction binding on or affecting such
      Seller or its property or (4) any order, writ, judgment, award, injunction
      or
      decree binding on or affecting such Seller or its property, and (iv) do not
      result in or require the creation of any lien, security interest or other charge
      or encumbrance upon or with respect to any of its properties (except for the
      transfer of such Seller’s interest in the Transferred Receivables pursuant to
      this Agreement).  This Agreement has been duly executed and delivered
      by such Seller.

     

     

    
      
        
        

      

      
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    (c)           No
      authorization or approval or other action by, and no notice to or filing with,
      any governmental authority or regulatory body is required for the due execution,
      delivery and performance by such Seller of this Agreement or any other document
      to be delivered by it hereunder, except for the filing of UCC financing
      statements referred to herein.

     

    (d)           This
      Agreement constitutes the legal, valid and binding obligation of such Seller
      enforceable against such Seller in accordance with its terms, except as such
      enforceability may be limited by (i) bankruptcy, insolvency, reorganization,
      moratorium or similar laws of general applicability affecting the enforcement
      of
      creditors’ rights and (ii) the application of general principles of equity
      (regardless of whether such enforceability is considered in a proceeding in
      equity or at law).

     

    (e)           Sales
      and contributions made pursuant to this Agreement will constitute a valid sale,
      transfer, and assignment of the Transferred Receivables to the Purchaser,
      enforceable against creditors of, and purchasers from, such
      Seller.  Such Seller shall have no remaining property interest in any
      Transferred Receivable.

     

    (f)           The
      consolidated balance sheets of the Parent and its consolidated subsidiaries
      as
      at December 31, 2006, and the related consolidated statements of income and
      retained earnings of the Parent and its consolidated subsidiaries for the fiscal
      year then ended, copies of which have been furnished to the Purchaser, fairly
      present the financial condition of the Parent and its consolidated subsidiaries
      as at such date and the results of the operations of the Parent and its
      consolidated subsidiaries for the period ended on such date, all in accordance
      with generally accepted accounting principles in the United States consistently
      applied.  Since December 31, 2006 there has been no material adverse
      change in the business, operations, property or financial or other condition
      of
      the Parent and its consolidated subsidiaries.

     

    (g)           There
      is no pending or threatened action, investigation or proceeding affecting such
      Seller or any of its subsidiaries before any court, governmental agency or
      arbitrator which, if adversely determined, could reasonably be expected to
      materially adversely affect the ability of such Seller to perform its
      obligations under this Agreement, or which purports to affect the legality,
      validity or enforceability of this Agreement.

     

    (h)           No
      proceeds of any Purchase will be used to acquire any equity security of a class
      which is registered pursuant to Section 12 of the Securities Exchange Act of
      1934.

     

    (i)           No
      transaction contemplated hereby requires compliance with any bulk sales act
      or
      similar law.

     

     

    
      
        
        

      

      
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    (j)           Each
      Receivable originated by such Seller and characterized in any Seller Report
      as
      an Eligible Receivable is, as of the date of such Seller Report, an Eligible
      Receivable.  Each Transferred Receivable, together with the Related
      Security, is owned (immediately prior to its sale or contribution hereunder)
      by
      the applicable Seller free and clear of any Adverse Claim (other than any
      Adverse Claim arising as the result of any action taken by the
      Purchaser).  When the Purchaser makes a Purchase it shall acquire
      valid and perfected first priority ownership of each Purchased Receivable and
      the Related Security and Collections with respect thereto free and clear of
      any
      Adverse Claim (other than any Adverse Claim arising as the result of any action
      taken by the Purchaser), and no effective financing statement or other
      instrument similar in effect covering any Transferred Receivable, any interest
      therein, the Related Security or Collections with respect thereto is on file
      in
      any recording office except such as may be filed in favor of the Purchaser
      in
      accordance with this Agreement or in connection with any Adverse Claim arising
      as the result of any action taken by the Purchaser.

     

    (k)           Each
      Seller Report (if prepared by such Seller, or to the extent that information
      contained therein is supplied by such Seller), information, exhibit, financial
      statement, document, book, record or report furnished or to be furnished at
      any
      time by such Seller to the Purchaser in connection with this Agreement is or
      will be accurate in all material respects as of its date or (except as otherwise
      disclosed to the Purchaser at such time) as of the date so furnished, and no
      such document contains or will contain any untrue statement of a material
      fact.

     

    (l)           Such
      Seller is located in the jurisdiction of incorporation or, with respect to
      A.J.
      Oster Co., the Location set forth for such Seller in Exhibit F hereto for
      the purposes of Section 9-307 of the UCC as in effect in the State of New York;
      and the office in the jurisdiction of incorporation or, with respect to A.J.
      Oster Co., the Location of such Seller in which a UCC financing statement is
      required to be filed in order to perfect the security interest granted by such
      Seller hereunder is set forth in Exhibit F hereto (in each case as such
Exhibit F may be amended from time to time pursuant to Section
      5.01(b)).  The office where such Seller keeps its records concerning
      the Transferred Receivables is located at the address or addresses referred
      to
      in Section 5.01(b).  The principal place of business and chief
      executive office of such Seller were located during the period from July 25,
      2002 to the date hereof at the address or addresses set forth on Exhibit
      E hereto.  Such Seller has not changed its name since July 25,
      2002, except as set forth on Exhibit E hereto.

     

    (m)           The
      names and addresses of all the Deposit Banks, together with the post office
      boxes and account numbers of the Lock-Boxes and Deposit Accounts at such Deposit
      Banks, are specified in Exhibit B (as the same may be amended from time
      to time pursuant to Section 5.01(g)).  The Lock-Boxes and Deposit
      Accounts are the only post office boxes and accounts into which Collections
      of
      Receivables are deposited or remitted.

     

     

    
      
        
        

      

      
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    (n)           Such
      Seller is not known by and does not use any tradename or doing-business-as
      name
      other than those set forth with respect to such Seller in Exhibit E
      hereto.

     

    (o)           With
      respect to any programs used by such Seller in the servicing of the Receivables,
      no sublicensing agreements are necessary in connection with the designation
      of a
      new Collection Agent pursuant to Section 6.01 so that such new Collection Agent
      shall have the benefit of such programs (it being understood
that, however, the Collection Agent, if other than Parent,
      shall be
      required to be bound by a confidentiality agreement reasonably acceptable to
      Parent (on behalf of itself and each of the Sellers).

     

    (p)           The
      transfers of Transferred Receivables by such Seller to the Purchaser pursuant
      to
      this Agreement, and all other transactions between such Seller and the
      Purchaser, have been and will be made in good faith and without intent to
      hinder, delay or defraud creditors of such Seller.

     

    (q)           Such
      Seller has (i) timely filed all material federal, state and local tax returns
      required to be filed, and (ii) paid or made adequate provision for the payment
      of all taxes, assessments and other governmental charges (other than any tax,
      assessment or governmental charge which is being contested in good faith and
      by
      proper proceedings, and with respect to which the obligation to pay such amount
      is adequately reserved against in accordance with generally accepted accounting
      principles).

     

    (r)           The
      location of such Seller for the purposes of the Personal Property Security
      Act
      (or, in the case of the Province of Quebec, the Civil Code) of any Canadian
      province or territory the laws of which are required to be applied in connection
      with the issue of perfection of interests in the Canadian Receivables is at
      the
      address referred to in Section 5.01(b).

     

    (s)           Such
      Seller, in the case of a U.S. Treaty Resident, does not carry on business in
      Canada through a permanent establishment for the purposes of the Canada-U.S.
      Convention, or in the case of a Seller that is not a U.S. Treaty Resident,
      does
      not carry on business in Canada for the purposes of the Tax Act.

     

    (t)           None
      of the services (if any) rendered to the Obligor by such Seller which give
      rise
      to any Canadian Receivables are rendered in Canada.

     

    (u)           Each
      Receivable constitutes an account, general intangible or tangible chattel paper
      under the UCC as in effect in the State of New York on the date
      hereof.

     

     

    
      
        
        

      

      
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    (v)           Each
      Canadian Receivable results only from the sale of merchandise by a Seller at
      fair market value and the face value of each Canadian Receivable is equal to
      the
      fair market value of the merchandise provided.

     

    ARTICLE
      V

     

    COVENANTS

     

    SECTION
      5.01.  Covenants of the
      Sellers.  Each Seller covenants as to itself from the date hereof
      until the first day following the Facility Termination Date on which all of
      the
      Transferred Receivables are either collected in full or become Defaulted
      Receivables:

     

    (a)           Compliance
      with Laws, Etc.

     

    (i)           Such
      Seller will comply in all material respects with all applicable laws, rules,
      regulations and orders.

     

    (ii)           Such
      Seller, in the case of the Parent, will preserve and maintain, and cause each
      of
      its subsidiaries to preserve and maintain, its corporate or partnership
      existence, and the rights (charter and statutory) and franchises material to
      the
      business of the Parent and its subsidiaries, taken as a whole; provided,
however, that (i) the Parent and its subsidiaries (other than the
      Purchaser) may consummate any merger or consolidation permitted under clause
      (i)
      of Section 5.02(c) of the Credit Agreement (as defined in the RPA, but without
      giving effect to any amendments to or waivers of Section 5.02(c) thereof that
      became effective after the date hereof unless such amendments or waivers are
      approved in writing by each of the Agents under the RPA) subject, however,
      to
      compliance with any other applicable provision of the Transaction Documents
      (as
      defined in the RPA) (including relating to notice and perfection), (ii) neither
      the Parent nor any of its subsidiaries shall be required to preserve any such
      right or franchise if the Parent or such subsidiary shall determine that the
      preservation thereof is no longer desirable in the conduct of the business
      of
      the Parent or such subsidiary, as the case may be, and that the loss thereof
      is
      not disadvantageous in any material respect to the Parent, such subsidiary,
      the
      Purchaser or the Investors or Banks party to the RPA and (iii) no subsidiary
      shall be required to preserve its corporate or partnership existence if the
      Parent has determined to liquidate or dissolve such subsidiary and such
      liquidation or dissolution will not violate any other provision of this
      Agreement or any other Transaction Document (as defined in the
      RPA).

     

     

    
      
        
        

      

      
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    (b)           Offices,
      Records, Name and Organization.  Such Seller will keep its
      principal place of business and chief executive office and the office where
      it
      keeps its records concerning the Transferred Receivables at the address of
      such
      Seller set forth on Exhibit E hereto or, upon 30 days’ prior written
      notice to the Purchaser, at any other locations within the United
      States.  Such Seller will not change its name or its Location, unless
      (i) such Seller shall have provided the Purchaser with at least 30 days’ prior
      written notice thereof, together with an updated Exhibit F, and (ii) no
      later than the effective date of such change, all actions required by Section
      5.01(j) shall have been taken and completed.  Upon confirmation by the
      Purchaser’s assignee (prior to the RPA Final Payment Date) or the Purchaser
      (following the RPA Final Payment Date) of receipt of any such notice (together
      with an updated Exhibit F)and the completion, as aforesaid, of all
      actions required by Section 5.01(j), Exhibit F to this Agreement shall,
      without further action by any party, be deemed to be amended and replaced by
      the
      updated Exhibit F accompanying such notice.  Such Seller also
      will maintain and implement administrative and operating procedures (including,
      without limitation, an ability to recreate records evidencing Transferred
      Receivables and related Contracts in the event of the destruction of the
      originals thereof), and keep and maintain all documents, books, records and
      other information reasonably necessary or advisable for the collection of all
      Transferred Receivables (including, without limitation, records adequate to
      permit the daily identification of each new Transferred Receivable and all
      Collections of and adjustments to each existing Transferred
      Receivable).  Such Seller shall make a notation in its books and
      records, including its computer files, to indicate which Receivables have been
      sold or contributed to the Purchaser hereunder.

     

    (c)           Performance
      and Compliance with Contracts and Credit and Collection
      Policy.  Such Seller will, at its expense, timely and fully
      perform and comply with all material provisions, covenants and other promises
      required to be observed by it under the Contracts related to the Transferred
      Receivables, and timely and fully comply in all material respects with the
      Credit and Collection Policy in regard to each Transferred Receivable and the
      related Contract.

     

    (d)           Sales,
      Liens, Etc.  Except for the sales and contributions of Receivables
      contemplated herein, such Seller will not sell, assign (by operation of law
      or
      otherwise) or otherwise dispose of, or create or suffer to exist any Adverse
      Claim upon or with respect to, any Transferred Receivable, Related Security,
      related Contract or Collections, or upon or with respect to any account to
      which
      any Collections of any Transferred Receivable are sent, or assign any right
      to
      receive income in respect thereof.

     

    (e)           Extension
      or Amendment of Transferred Receivables.  Except as provided in
      Section 6.02(c), such Seller will not extend, amend or otherwise modify the
      terms of any Transferred Receivable, or amend, modify or waive any term or
      condition of any Contract related thereto.

     

    (f)           Change
      in Business or Credit and Collection Policy.  Such Seller will not
      make any change in the character of its business or in the Credit and Collection
      Policy that would, in either case, materially adversely affect the
      collectibility of the Transferred Receivables or the ability of such Seller
      to
      perform its obligations under this Agreement.

     

     

    
      
        
        

      

      
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    (g)           Change
      in Payment Instructions to Obligors.  Such Seller will not add or
      terminate any post office box, bank, or bank account as a Lock-Box, Deposit
      Bank
      or Deposit Account from those listed in Exhibit B hereto, or make any
      change in its instructions to Obligors regarding payments to be made to any
      Lock-Box or Deposit Account, unless the Purchaser shall have received prior
      notice of such addition, termination or change (including an updated Exhibit
      B) and a fully executed Deposit Account Agreement with each new Deposit
      Bank
      or with respect to each new Lock-Box or Deposit Account.  Upon
      confirmation by the Purchaser’s assignee (prior to the RPA Final Payment Date)
      or the Purchaser (following the RPA Final Payment Date) of receipt of any such
      notice and the related documents, Exhibit B hereto shall, without further
      action by any party, be deemed to be amended and replaced by the updated
Exhibit B accompanying such notice.

     

    (h)           Deposits
      to Lock-Boxes and Deposit Accounts.  Such Seller will instruct all
      Obligors to remit all their payments in respect of Transferred Receivables
      to
      Lock-Boxes or Deposit Accounts.  If such Seller shall receive any
      Collections directly, it shall immediately (and in any event within two Business
      Days) deposit the same to a Lock-Box or a Deposit Account.  Such
      Seller will not deposit or otherwise credit, or cause or permit to be so
      deposited or credited, to any Deposit Account cash or cash proceeds other than
      Collections of Transferred Receivables.

     

    (i)           Audits.  Such
      Seller will, from time to time during regular business hours as requested by
      the
      Purchaser or its assigns (including the Program Agent), permit the Purchaser,
      or
      its agents, representatives or assigns (including the Program Agent), (i) to
      examine and make copies of and abstracts from all books, records and documents
      (including, without limitation, computer tapes and disks) in the possession
      or
      under the control of such Seller relating to Transferred Receivables and the
      Related Security, including, without limitation, the related Contracts, and
      (ii)
      to visit the offices and properties of such Seller for the purpose of examining
      such materials described in clause (i) above, and to discuss matters relating
      to
      Transferred Receivables and the Related Security or such Seller’s performance
      hereunder or under the Contracts with any of the officers or employees of such
      Seller having knowledge of such matters.  Notwithstanding the
      foregoing, the Sellers shall only be responsible for the reasonable costs and
      expenses incurred in connection with one examination of and visit to the Sellers
      during the twelve (12) month period beginning on the date hereof and on each
      anniversary of the date hereof, in each case so long as (x) no Event of
      Termination shall have occurred and be continuing and (y) the results of the
      previous examination and visit were complete, not subject to any deficiencies
      and were reasonably acceptable to the Purchaser and its assigns.

     

     

    
      
        
        

      

      
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    (j)           Further
      Assurances.  (i)  Such Seller agrees from time to time,
      at its expense, promptly to execute and deliver all further instruments and
      documents, and to take all further actions, that may be necessary, or that
      the
      Purchaser or its assignee may reasonably request, to perfect, protect or more
      fully evidence the sale and contribution of Receivables under this Agreement,
      or
      to enable the Purchaser or its assignee to exercise and enforce its respective
      rights and remedies under this Agreement.  Without limiting the
      foregoing, such Seller will, upon the request of the Purchaser or its assignee,
      execute and file such financing or continuation statements, or amendments
      thereto, and such other instruments and documents, that may be necessary to
      perfect, protect or evidence the sale and contribution of such Transferred
      Receivables and Related Security granted hereunder, including, without
      limitation, any such filing that is necessary as a result of amendments to
      the
      Personal Property Security Act or similar legislation of any Canadian province
      or territory relating or otherwise applying to the issue of perfection of
      interests in Canadian Receivables.

     

    (ii)           Such
      Seller authorizes the Purchaser or its assignee to file financing or
      continuation statements, and amendments thereto and assignments thereof,
      relating to the Transferred Receivables and the Related Security, the related
      Contracts and the Collections with respect thereto.

     

    (iii)           Such
      Seller shall perform its obligations under the Contracts related to the
      Transferred Receivables to the same extent as if the Transferred Receivables
      had
      not been sold or transferred.

     

    (k)           Reporting
      Requirements.  Parent will provide to the Purchaser the
      following:

     

    (i)           as
      soon as available and in any event within 45 days after the end of each of
      the
      first three quarters of each fiscal year of the Parent, consolidated balance
      sheets of the Parent and its consolidated subsidiaries as of the end of such
      quarter and consolidated statements of income and retained earnings of the
      Parent and its consolidated subsidiaries for the period commencing at the end
      of
      the previous fiscal year and ending with the end of such quarter, certified
      by
      the chief financial officer of the Parent;

     

    (ii)           as
      soon as available and in any event within 90 days after the end of each fiscal
      year of the Parent, a copy of the consolidated annual report for such year
      for
      the Parent and its consolidated subsidiaries, containing consolidated financial
      statements for such year audited by KPMG LLP or other nationally recognized
      independent public accountants;

     

    (iii)           as
      soon as possible and in any event within five days after the Parent or any
      Seller becomes aware of the occurrence of each Event of Termination or Incipient
      Event of Termination, a statement of an officer of the Parent setting forth
      details of such Event of Termination or Incipient Event of Termination and
      the
      action that the Parent and/or the applicable Seller has taken and proposes
      to
      take with respect thereto;

     

     

    
      
        
        

      

      
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    (iv)           [intentionally
      omitted];

     

    (v)           promptly
      after the filing or receiving thereof, copies of all reports and notices that
      the Parent or any Affiliate files under ERISA with the Internal Revenue Service
      or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor
      or
      that the Parent or any Affiliate receives from any of the foregoing or from
      any
      multiemployer plan (within the meaning of Section 4001(a)(3) of ERISA) to which
      the Parent or any Affiliate is or was, within the preceding five years, a
      contributing employer, in each case in respect of the assessment of withdrawal
      liability or an event or condition which could, in the aggregate, result in
      the
      imposition of liability on the Parent and/or any such Affiliate in excess of
      $25,000,000;

     

    (vi)           at
      least 30 days prior to any change in the Parent’s or any Seller’s name,
      jurisdiction of organization or Location, a notice setting forth the new name,
      jurisdiction of organization or Location for such Person and the effective
      date
      thereof; and

     

    (vii)           such
      other information respecting the Transferred Receivables or the condition or
      operations, financial or otherwise, of the Parent or any Seller as the Purchaser
      may from time to time reasonably request.

     

    Reports
      and financial statements required to be delivered pursuant to clauses (i) and
      (ii) of this Section 5.01(k) shall be deemed to have been delivered on the
      date
      on which the Parent posts such reports, or reports containing such financial
      statements, on the Parent’s website on the Internet at www.olin.com or when such
      reports, or reports containing such financial statements, are posted on the
      SEC’s website at www.sec.gov.

     

    (l)           Separate
      Conduct of Business.  Such Seller will:  (i) maintain
      separate corporate or partnership records and books of account from those of
      the
      Purchaser; (ii) ensure that all oral and written communications, including
      without limitation, letters, invoices, purchase orders, contracts, statements
      and applications, will be made solely in its own name; (iii) have stationery
      and
      other business forms separate from those of the Purchaser; (iv) not hold
      itself out as having agreed to pay, or as being liable for, the obligations
      of
      the Purchaser; (v) not engage in any transaction with the Purchaser except
      as contemplated by this Agreement or as permitted by the RPA; (vi) continuously
      maintain as official records the resolutions, agreements and other instruments
      underlying the transactions contemplated by this Agreement; and (vii) disclose
      on its annual financial statements (A) the effects of the transactions
      contemplated by this Agreement in accordance with generally accepted accounting
      principles and (B) that the assets of the Purchaser are not available to
      pay its creditors.

     

     

    
      
        
        

      

      
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    (m)           Business
      in Canada.  Such Seller, in the case of a U.S. Treaty Resident,
      will not carry on business in Canada through a permanent establishment for
      purposes of the Canada-U.S. Convention, or in the case of a Seller that is
      not a
      U.S. Treaty Resident, will not carry on business in Canada for the purposes
      of
      the Tax Act.

     

    (n)           Rendering
      of Services.  Such Seller will not render any services giving rise
      to Canadian Receivables to an Obligor thereof in Canada.

     

    (o)           Canadian
      Contracts.  Such Seller will ensure that the Contract with respect
      to each Canadian Receivable originated or acquired by it contains provisions
      to
      the effect that (i) all Collections with respect to such Canadian Receivable
      are
      payable only to locations in the United States or Canada (excluding the Province
      of Quebec), (ii) any services rendered by such Seller or any of its assignees
      thereunder will not be rendered in Canada, and (iii) if the relevant Obligor
      has
      a billing address in the Province of Quebec (A) such Contract is not governed
      by
      the laws of the Province of Quebec and (B) pursuant to the express terms of
      such
      Contract, all Collections with respect thereto are payable only to locations
      outside of the Province of Quebec.

     

    SECTION
      5.02.  Covenant of each Seller and the
      Purchaser.  Each of the Sellers and the Purchaser have structured
      this Agreement with the intention that each Purchase of Receivables hereunder
      be
      treated as a sale of such Receivables by the applicable Seller to the Purchaser
      for all purposes and each contribution of Receivables hereunder shall be treated
      as an absolute transfer of such Receivables by such Seller to the Purchaser
      for
      all purposes (except that, in accordance with applicable tax principles, each
      purchase and contribution between the Parent and the Purchaser shall be ignored
      for tax reporting purposes).  The applicable Seller and the Purchaser
      shall record each Purchase and contribution as a sale or purchase or capital
      contribution, as the case may be, on its books and records, and reflect each
      Purchase and contribution in its financial statements as a sale or purchase
      or
      capital contribution, as the case may be.  In the event that, contrary
      to the mutual intent of the Sellers and the Purchaser, any Purchase or
      contribution of Receivables hereunder is not characterized as a sale or absolute
      transfer, each Seller shall, effective as of the date hereof, be deemed to
      have
      granted (and each Seller hereby does grant) to the Purchaser a first priority
      security interest in and to any and all Receivables, the Related Security and
      the Collections and other proceeds thereof to secure the repayment of all
      amounts advanced to such Seller hereunder with accrued interest thereon, and
      this Agreement shall be deemed to be a security agreement.

     

     

    
      
        
        

      

      
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    ARTICLE
      VI

     

    ADMINISTRATION
      AND
      COLLECTION

     

    SECTION
      6.01.  Designation of Collection
      Agent.  The servicing, administration and collection of the
      Transferred Receivables shall be conducted by such Person (the “Collection
Agent”) so designated hereunder from time to time.  Until
      the RPA Final Payment Date, the Parent (or such other Person as may be
      designated from time to time under the RPA) is hereby designated as, and hereby
      agrees to perform the duties and obligations of, the Collection Agent pursuant
      to the terms hereof.  Following the RPA Final Payment Date, the
      Purchaser, by notice to the Parent, may designate as Collection Agent any Person
      (including itself) to succeed the Parent or any successor Collection Agent,
      if
      such Person shall consent and agree to the terms hereof.  Upon the
      Parent’s receipt of such notice, the Parent agrees that it will terminate its
      activities as Collection Agent hereunder in a manner which the Purchaser (or
      its
      designee) believes will facilitate the transition of the performance of such
      activities to the new Collection Agent, and the Parent shall use its best
      efforts to assist the Purchaser (or its designee) to take over the servicing,
      administration and collection of the Transferred Receivables, including, without
      limitation, providing access to and copies of all computer tapes or disks and
      other documents or instruments that evidence or relate to Transferred
      Receivables maintained in its capacity as Collection Agent and access to all
      employees and officers of the Parent responsible with respect
      thereto.  The Collection Agent may subcontract with any Affiliate or,
      with the prior consent of the Purchaser, subcontract with any other Person,
      for
      the servicing, administration or collection of Transferred
      Receivables.  Any such subcontract shall not affect the Collection
      Agent’s liability for performance of its duties and obligations pursuant to the
      terms hereof, and any such subcontract shall terminate upon designation of
      a
      successor Collection Agent.

     

    SECTION
      6.02.  Duties of Collection
      Agent.  (a)  The Collection Agent shall take or cause to
      be taken all such commercially reasonable actions as may be necessary or
      advisable to collect each Transferred Receivable from time to time, all in
      accordance with applicable laws, rules and regulations, with reasonable care
      and
      diligence, and in accordance with the Credit and Collection
      Policy.  The Purchaser hereby appoints the Collection Agent, from time
      to time designated pursuant to Section 6.01, as agent to enforce its ownership
      and other rights in the Transferred Receivables, the Related Security and the
      Collections with respect thereto.  In performing its duties as
      Collection Agent, the Collection Agent shall exercise the same care and apply
      the same policies as it would exercise and apply if it owned the Transferred
      Receivables and shall act in the best interests of the Purchaser and its
      assignees.

     

    (b)           On
      or prior to the 16 th
calendar
      day of each month, the Collection Agent shall prepare and
      forward to the Purchaser (i) a Seller Report, relating to all then outstanding
      Transferred Receivables, and the Related Security and Collections with respect
      thereto, in each case, as of the close of business of the Collection Agent
      on
      the last day of the immediately preceding month, and (ii) if requested by the
      Purchaser, a listing by Obligor of all Transferred Receivables, together with
      an
      aging report of such Transferred Receivables.

     

     

    
      
        
        

      

      
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    (c)           If
      no Event of Termination or Incipient Event of Termination shall have occurred
      and be continuing, the Parent, while it is the Collection Agent, may, in
      accordance with the Credit and Collection Policy, extend the maturity or adjust
      the Outstanding Balance of any Transferred Receivable as the Parent deems
      appropriate to maximize Collections thereof, or otherwise amend or modify other
      terms of any Transferred Receivable.

     

    (d)           The
      Sellers shall deliver to the Collection Agent, and the Collection Agent shall
      hold in trust for the Sellers and the Purchaser in accordance with their
      respective interests, all documents, instruments and records (including, without
      limitation, computer tapes or disks) which evidence or relate to Transferred
      Receivables.

     

    (e)           The
      Collection Agent shall as soon as practicable following receipt turn over to
      the
      applicable Seller any cash collections or other cash proceeds received with
      respect to Receivables not constituting Transferred Receivables.

     

    (f)           The
      Collection Agent also shall perform the other obligations of the “Collection
      Agent” set forth in this Agreement with respect to the Transferred
      Receivables.

     

    (g)           The
      Collection Agent will not itself or through an agent acting on its behalf
      conduct any activities in Canada in connection with the servicing,
      administration or collection of the Receivables on behalf of the Purchaser
      or
      any Seller.

     

    SECTION
      6.03.  Collection Agent
      Fee.  The Purchaser shall pay to the Collection Agent, so long as
      it is acting as the Collection Agent hereunder, a periodic collection fee (the
      “Collection Agent Fee”) of 0.50% per annum on the average daily aggregate
      Outstanding Balance of the Transferred Receivables, payable on the second
      Business Day of each month or such other day during each calendar month as
      the
      Purchaser and the Collection Agent shall agree.

     

    SECTION
      6.04.  Certain Rights of the
      Purchaser.  (a)  Each Seller hereby transfers to the
      Purchaser (and its assigns and designees) the exclusive ownership and control
      of
      the Lock-Boxes and Deposit Accounts maintained by such Seller for the purpose
      of
      receiving Collections.

     

    (b)           At
      any time following an Event of Termination, the Purchaser may (and, upon the
      Purchaser’s request to the applicable Seller, and at such applicable Seller’s
      expense, such Seller shall) give notice of the Purchaser’s ownership to each
      Obligor of Transferred Receivables and direct that payments of all amounts
      payable under the Transferred Receivables be made directly to the Purchaser
      or
      its designee.

     

    (c)           At
      any time following an Event of Termination, at the Purchaser’s request and at
      the applicable Seller’s expense, each Seller and the Collection Agent shall (A)
      assemble all of the documents, instruments and other records (including, without
      limitation, computer tapes and disks) that evidence or relate to the Transferred
      Receivables, and the related Contracts and Related Security, or that are
      otherwise necessary or desirable to collect the Transferred Receivables, and
      shall make the same available to the Purchaser at a place selected by the
      Purchaser or its designee, and (B) segregate all cash, checks and other
      instruments received by it from time to time constituting Collections of
      Transferred Receivables in a manner acceptable to the Purchaser and, promptly
      upon receipt, remit all such cash, checks and instruments, duly indorsed or
      with
      duly executed instruments of transfer, to the Purchaser or its
      designee.  The Purchaser shall also have the right to make copies of
      all such documents, instruments and other records at any time.

     

     

    
      
        
        

      

      
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    (d)           Each
      Seller authorizes the Purchaser, at any time following an Event of Termination,
      to take any and all steps in such Seller’s name and on behalf of such Seller
      that are necessary or desirable, in the determination of the Purchaser, to
      collect amounts due under the Transferred Receivables, including, without
      limitation, endorsing such Seller’s name on checks and other instruments
      representing Collections of Transferred Receivables and enforcing the
      Transferred Receivables and the Related Security and related
      Contracts.

     

    SECTION
      6.05.  Rights and
      Remedies.  (a)  If any Seller or the Collection Agent
      fails to perform any of its obligations under this Agreement, the Purchaser
      may
      (but shall not be required to) itself perform, or cause performance of, such
      obligation, and, if such Seller (as Collection Agent or otherwise) fails to
      so
      perform, the costs and expenses of the Purchaser incurred in connection
      therewith shall be payable by such Seller as provided in Section 8.01 or Section
      9.04 as applicable.

     

    (b)           Each
      Seller shall perform all of its respective obligations under the Contracts
      related to the Transferred Receivables to the same extent as if such Seller
      had
      not sold or contributed Receivables hereunder and the exercise by the Purchaser
      of its rights hereunder shall not relieve such Seller from such obligations
      or
      its obligations with respect to the Transferred Receivables.  The
      Purchaser shall not have any obligation or liability with respect to any
      Transferred Receivables or related Contracts, nor shall the Purchaser be
      obligated to perform any of the obligations of such Seller
      thereunder.

     

    (c)           Each
      Seller shall cooperate with the Collection Agent in collecting amounts due
      from
      Obligors in respect of the Transferred Receivables.

     

    (d)           Each
      Seller hereby grants to Collection Agent an irrevocable power of attorney,
      with
      full power of substitution, coupled with an interest, to take in the name of
      such Seller all steps necessary or advisable to endorse, negotiate or otherwise
      realize on any writing or other right of any kind held or transmitted by such
      Seller or transmitted or received by Purchaser (whether or not from such Seller)
      in connection with any Transferred Receivable.

     

    SECTION
      6.06.  Transfer of Records to
      Purchaser.  Each Purchase and contribution of Receivables
      hereunder shall include the transfer to the Purchaser of all of the applicable
      Seller’s right and title to and interest in the records relating to such
      Receivables and, unless prohibited by the licensor thereof or any provision
      of
      applicable law, shall include an irrevocable non-exclusive license to the use
      of
      such Seller’s computer software system to access and create such
      records.  Such license shall be without royalty or payment of any
      kind, is coupled with an interest, and shall be irrevocable until all of the
      Transferred Receivables are either collected in full or become Defaulted
      Receivables.

     

     

    
      
        
        

      

      
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    Each
      Seller shall use commercially reasonable efforts to take such action requested
      by the Purchaser, from time to time hereafter, that may be necessary or
      appropriate to ensure that the Purchaser has an enforceable ownership interest
      in the records relating to the Transferred Receivables and rights (whether
      by
      ownership, license or sublicense) to the use of such Seller’s computer software
      system to access and create such records.

     

    In
      recognition of each Seller’s need to have access to the records transferred to
      the Purchaser hereunder, the Purchaser hereby grants to each Seller an
      irrevocable license to access such records in connection with any activity
      arising in the ordinary course of such Seller’s business or in performance of
      its duties as Collection Agent, provided that (i) such Seller shall not disrupt
      or otherwise interfere with the Purchaser’s use of and access to such records
      during such license period and (ii) such Seller consents to the assignment
      and
      delivery of the records (including any information contained therein relating
      to
      such Seller or its operations) to any assignees or transferees of the Purchaser
      provided they agree to hold such records confidential.

     

    ARTICLE
      VII

     

    EVENTS
      OF TERMINATION

     

    SECTION
      7.01.  Events of
      Termination.  If any of the following events (“Events of
      Termination”) shall occur and be continuing:

     

    (a)           The
      Collection Agent (i) shall fail to perform or observe any term, covenant or
      agreement under this Agreement (other than as referred to in clause (ii), (iii)
      or (iv) of this subsection (a)) and such failure shall remain unremedied for
      30
      days after the earlier of the Collection Agent’s actual knowledge thereof or
      written notice to the Collection Agent from the Purchaser or its assignees,
      or
      (ii) shall fail to make when due any payment or deposit to be made by it under
      this Agreement, or (iii) shall fail to deliver any Seller Report when required,
      or (iv) shall fail to observe any term, covenant or agreement contained in
      Section 6.02(g); or

     

    (b)           Any
      Seller shall fail to make any payment required under Section 2.04(a) or
      2.04(b); or

     

    (c)           Any
      representation or warranty made or deemed made by a Seller (or any of its
      officers) under or in connection with this Agreement or any information or
      report delivered by a Seller pursuant to this Agreement shall prove to have
      been
      incorrect or untrue in any material respect when made or deemed made or
      delivered; or

     

     

    
      
        
        

      

      
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    (d)           Any
      Seller shall fail to perform or observe (i) any term, covenant or agreement
      contained in this Agreement (other than as referred to in Section 7.01(b) or
      clause (ii) of this Section 7.01(d)) on its part to be performed or observed
      and
      any such failure shall remain unremedied for 30 days after the earlier of such
      Seller’s or the Parent’s actual knowledge thereof or written notice thereof to
      the applicable Seller from the Purchaser or its assignees, or (ii) any covenant
      applicable to such Seller contained in Sections 5.01(d), 5.01(g) or 5.01(h);
      or

     

    (e)           Any
      Seller shall fail to pay any principal of or premium or interest on any of
      its
      Debt which is outstanding in a principal amount of at least $25,000,000 in
      the
      aggregate when the same becomes due and payable (whether by scheduled maturity,
      required prepayment, acceleration, demand or otherwise), and such failure shall
      continue after the applicable grace period, if any, specified in the agreement
      or instrument relating to such Debt; or any other event shall occur or condition
      shall exist under any agreement or instrument relating to any such Debt and
      shall continue after the applicable grace period, if any, specified in such
      agreement or instrument, if the effect of such event or condition is to
      accelerate the maturity of such Debt; or any such Debt shall be declared to
      be
      due and payable, or required to be prepaid (other than by a regularly scheduled
      required prepayment), redeemed, purchased or defeased, or an offer to repay,
      redeem, purchase or defease such Debt shall be required to be made, in each
      case
      prior to the stated maturity thereof; or

     

    (f)           Any
      Purchase or contribution of Receivables hereunder, the Related Security and
      the
      Collections with respect thereto shall for any reason cease to constitute valid
      and perfected ownership of such Receivables, Related Security and Collections
      free and clear of any Adverse Claim; or

     

    (g)           Any
      Seller shall generally not pay its debts as such debts become due, or shall
      admit in writing its inability to pay its debts generally, or shall make a
      general assignment for the benefit of creditors; or any proceeding shall be
      instituted by or against any Seller seeking to adjudicate it a bankrupt or
      insolvent, or seeking liquidation, winding up, reorganization, arrangement,
      adjustment, protection, relief, or composition of it or its debts under any
      law
      relating to bankruptcy, insolvency or reorganization or relief of debtors,
      or
      seeking the entry of an order for relief or the appointment of a receiver,
      trustee, custodian or other similar official for it or for any substantial
      part
      of its property and, in the case of any such proceeding instituted against
      it
      (but not instituted by it), either such proceeding shall remain undismissed
      or
      unstayed for a period of 60 days, or any of the actions sought in such
      proceeding (including, without limitation, the entry of an order for relief
      against, or the appointment of a receiver, trustee, custodian or other similar
      official for, it or for any substantial part of its property) shall occur;
      or
      any Seller shall take any action to authorize any of the actions set forth
      above
      in this subsection (g); or

     

     

    
      
        
        

      

      
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    (h)           An
      Event of Termination shall have occurred under the RPA; or

     

    (i)           There
      shall have occurred any event which could reasonably be expected to have a
      material adverse effect on (i) the collectibility of the Transferred Receivables
      (it being understood and agreed that no such material adverse effect shall
      arise
      solely as a result of a material adverse change in the financial condition
      of
      the Sellers if such material adverse change in the financial condition of the
      Sellers does not otherwise trigger this clause (i)) or (ii) the ability of
      any
      Seller to perform its obligations under this Agreement;

     

    then,
      and
      in any such event, the Purchaser may, by notice to the Sellers, take either
      or
      both of the following actions: (x) declare the Facility Termination Date to
      have
      occurred (in which case the Facility Termination Date shall be deemed to have
      occurred) and (y) without limiting any right under this Agreement to replace
      the
      Collection Agent (but subject, prior to the RPA Final Payment Date, to the
      designation made under the RPA), designate another Person to succeed the Parent
      as Collection Agent; provided, that, automatically upon the occurrence of
      any event (without any requirement for the passage of time or the giving of
      notice) described in paragraph (g) of this Section 7.01, the Facility
      Termination Date shall occur.  Upon any such declaration or
      designation or upon such automatic termination, the Purchaser shall have, in
      addition to the rights and remedies under this Agreement, all other rights
      and
      remedies with respect to the Receivables provided after default under the UCC
      and under other applicable law, which rights and remedies shall be
      cumulative.

     

    ARTICLE
      VIII

     

    INDEMNIFICATION

     

    SECTION
      8.01.  Indemnities by the
      Sellers.  Without limiting any other rights which the Purchaser
      may have hereunder or under applicable law, each Seller hereby agrees to
      indemnify the Purchaser and its assigns and transferees (each, an
“Indemnified Party”) from and against any and all damages, claims,
      losses, liabilities and related costs and expenses, including reasonable
      attorneys’ fees and disbursements (all of the foregoing being collectively
      referred to as “Indemnified Amounts”), awarded against or incurred by any
      Indemnified Party arising out of or as a result of this Agreement or the
      purchase or contribution of any Transferred Receivables originated by such
      Seller or in respect of any Transferred Receivable originated by such Seller
      or
      any related Contract, including, without limitation, arising out of or as a
      result of:

     

    (i)           the
      characterization in any Seller Report or other statement made by such Seller
      of
      any Transferred Receivable as an Eligible Receivable which is not an Eligible
      Receivable as of the date of such Seller Report or statement;

     

    (ii)          any
      representation or warranty or statement made or deemed made by such Seller
      (or
      any of its officers) under or in connection with this Agreement, which shall
      have been incorrect in any material respect when made;

     

     

    
      
        
        

      

      
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    (iii)           the
      failure by such Seller to comply with any applicable law, rule or regulation
      with respect to any Transferred Receivable or the related Contract; or the
      failure of any Transferred Receivable or the related Contract to conform to
      any
      such applicable law, rule or regulation;

     

    (iv)           the
      failure to vest in the Purchaser absolute ownership of the Receivables
      originated by such Seller that are, or that purport to be, the subject of a
      Purchase or contribution under this Agreement and the Related Security and
      Collections in respect thereof, free and clear of any Adverse
      Claim;

     

    (v)           the
      failure of such Seller to have filed, or any delay in filing, financing
      statements or other similar instruments or documents under the UCC of any
      applicable jurisdiction or other applicable laws with respect to any Receivables
      that are, or that purport to be, the subject of a Purchase or contribution
      under
      this Agreement and the Related Security and Collections in respect thereof,
      whether at the time of any Purchase or contribution or at any subsequent
      time;

     

    (vi)          any
      dispute, claim, offset or defense (other than discharge in bankruptcy of the
      Obligor) of the Obligor to the payment of any Receivable originated by such
      Seller that is, or that purports to be, the subject of a Purchase or
      contribution under this Agreement (including, without limitation, a defense
      based on such Receivable or the related Contract not being a legal, valid and
      binding obligation of such Obligor enforceable against it in accordance with
      its
      terms), or any other claim resulting from the sale of the merchandise or
      services related to such Receivable or the furnishing or failure to furnish
      such
      merchandise or services or relating to collection activities with respect to
      such Receivable (if such collection activities were performed by the Parent
      acting as Collection Agent);

     

    (vii)         any
      failure of such Seller, as Collection Agent or otherwise, to perform its duties
      or obligations in accordance with the provisions hereof or to perform its duties
      or obligations under any Contract related to a Transferred
      Receivable;

     

    (viii)        any
      products liability or other claim arising out of or in connection with
      merchandise, insurance or services which are the subject of any Contract
      relating to a Receivable originated by such Seller;

     

    (ix)           the
      commingling of Collections of Transferred Receivables by such Seller or a
      designee of such Seller, as Collection Agent or otherwise, at any time with
      other funds of such Seller or an Affiliate of such Seller;

     

    (x)           any
      investigation, litigation or proceeding related to this Agreement or the use
      of
      proceeds of Purchases or the ownership of Receivables originated by such Seller,
      the Related Security, or Collections with respect thereto or in respect of
      any
      Receivable originated by such Seller, Related Security or Contract (including,
      without limitation, in connection with the preparation of a defense or appearing
      as a third party witness in connection therewith and regardless of whether
      such
      investigation, litigation or proceeding is brought by any Seller, an Indemnified
      Party or any other Person or an Indemnified Party is otherwise a party
      thereto);

     

     

    
      
        
        

      

      
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    (xi)           any
      failure of such Seller to comply with its covenants contained in this
      Agreement;

     

    (xii)          any
      claim brought by any Person other than an Indemnified Party arising from any
      activity by such Seller or any Affiliate of such Seller in servicing,
      administering or collecting any Transferred Receivable;

     

    (xiii)         any
      Transferred Receivable originated by such Seller becoming (in whole or in part)
      a Diluted Receivable; or

     

    (xiv)         the
      inclusion as a Transferred Receivable in any Seller Report or other written
      statement made by or on behalf of such Seller of any receivable which is an
      Excluded Receivable as of the date of such Seller Report or other
      statement.

     

    It
      is
      expressly agreed and understood by the parties hereto (i) that the foregoing
      indemnification is not intended to, and shall not, constitute a guarantee of
      the
      collectibility or payment of the Transferred Receivables and (ii) that nothing
      in this Section 8.01 shall require any Seller to indemnify any Person (A) for
      Receivables which are not collected, not paid or uncollectible on account of
      the
      insolvency, bankruptcy, or financial inability to pay of the applicable Obligor,
      (B) for damages, losses, claims or liabilities or related costs or expenses
      to
      the extent found in a final non-appealable judgment of a court of competent
      jurisdiction to have resulted from such Person’s gross negligence or willful
      misconduct, or (C) for any income taxes or franchise taxes incurred by such
      Person arising out of or as a result of this Agreement or in respect of any
      Transferred Receivable or any Contract; provided, that, for the sake of clarity,
      each Seller agrees to indemnify each Indemnified Party for the full amount
      of
      any withholding taxes that are imposed by Canada or any political subdivision
      thereof on any Indemnified Party in respect of any Collections or other payments
      made hereunder or that are withheld from any Collections or other payments
      made
      hereunder, and any taxes that are imposed on any Indemnified Party as a result
      of such Indemnified Party, in the case of an Indemnified Party that is a Treaty
      Resident, having a permanent establishment in Canada for the purposes of a
      Tax
      Convention, or, in the case of an Indemnified Party that is not a Treaty
      Resident, carrying on business in Canada for the purposes of the Tax Act (unless
      it acquired such permanent establishment or carried on such business, as the
      case may be, otherwise than as a result of the transactions contemplated
      hereby), together in each case with any liability (including penalties, interest
      and expenses) arising therefrom or with respect thereto, and whether or not
      such
      taxes were correctly or legally asserted.

     

     

    
      
        
        

      

      
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    ARTICLE
      IX

     

    MISCELLANEOUS

     

    SECTION
      9.01.  Amendments, Etc.  No
      amendment or waiver of any provision of this Agreement or consent to any
      departure by a Seller therefrom shall be effective unless in a writing signed
      by
      the Purchaser and, in the case of any amendment, also signed by the Sellers,
      and
      then such amendment, waiver or consent shall be effective only in the specific
      instance and for the specific purpose for which given.  No failure on
      the part of the Purchaser to exercise, and no delay in exercising, any right
      hereunder shall operate as a waiver thereof; nor shall any single or partial
      exercise of any right hereunder preclude any other or further exercise thereof
      or the exercise of any other right.  Notwithstanding any other
      provision of this Section 9.01, Exhibit B, Exhibit F and
Schedule I hereto may be amended in accordance with the procedures
      set
      forth in Sections 5.01(g), 5.01(b), and 9.10 respectively.

     

    SECTION
      9.02.  Notices, Etc.  All
      notices and other communications hereunder shall, unless otherwise stated
      herein, be in writing (which shall include facsimile communication) and be
      faxed
      or delivered, to each party hereto, at its address set forth on Exhibit E
      hereto or at such other address as shall be designated by such party in a
      written notice to the other parties hereto.  Notices and
      communications by facsimile shall be effective when sent (and shall be followed
      by hard copy sent by regular mail), and notices and communications sent by
      other
      means shall be effective when received.

     

    SECTION
      9.03.  Binding Effect;
      Assignability.  (a)  This Agreement shall be binding
      upon and inure to the benefit of the Sellers, the Purchaser and their respective
      successors and assigns; provided, however, that the Sellers may
      not assign their respective rights or obligations hereunder or any interest
      herein without the prior written consent of the Purchaser.  In
      connection with any sale or assignment by the Purchaser of all or a portion
      of
      the Transferred Receivables, the buyer or assignee, as the case may be, shall,
      to the extent of its purchase or assignment, have all rights of the Purchaser
      under this Agreement (as if such buyer or assignee, as the case may be, were
      the
      Purchaser hereunder) except to the extent specifically provided in the agreement
      between the Purchaser and such buyer or assignee, as the case may
      be.

     

    (b)           This
      Agreement shall create and constitute the continuing obligations of the parties
      hereto in accordance with its terms, and shall remain in full force and effect
      until such time, after the Facility Termination Date, when all of the
      Transferred Receivables are either collected in full or become Defaulted
      Receivables; provided, however, that rights and remedies with
      respect to any breach of any representation and warranty made by any Seller
      pursuant to Article IV and the provisions of Article VIII and Sections 9.04,
      9.05 and 9.06 shall be continuing and shall survive any termination of this
      Agreement.

     

    SECTION
      9.04.  Costs, Expenses and
      Taxes.  (a)  In addition to the rights of
      indemnification granted to the Purchaser pursuant to Article VIII hereof, the
      Sellers jointly and severally agree to pay on demand all costs and expenses
      in
      connection with the preparation, execution and delivery of this Agreement and
      the other documents and agreements to be delivered hereunder, including, without
      limitation, the reasonable fees and out-of-pocket expenses of counsel for the
      Purchaser with respect thereto and with respect to advising the Purchaser as
      to
      its rights and remedies under this Agreement, and the Sellers jointly and
      severally agree to pay all costs and expenses, if any (including reasonable
      counsel fees and expenses), in connection with the enforcement of this Agreement
      and the other documents to be delivered hereunder excluding,
however, any costs of enforcement or collection of Transferred
      Receivables which are not paid on account of the insolvency, bankruptcy or
      financial inability to pay of the applicable Obligor.

     

     

    
      
        
        

      

      
        36

        
          

        

      

      
        Table
          of Contents

      

    

     

     

    (b)           In
      addition, the Sellers jointly and severally agree to pay any and all stamp
      and
      other taxes and fees payable in connection with the execution, delivery, filing
      and recording of this Agreement or the other documents or agreements to be
      delivered hereunder, and the Sellers jointly and severally agree to save each
      Indemnified Party harmless from and against any liabilities with respect to
      or
      resulting from any delay in paying or omission to pay such taxes and
      fees.

     

    SECTION
      9.05.  No Proceedings.  Each
      Seller hereby agrees that it will not institute against, or join any other
      Person in instituting against, the Purchaser any proceeding of the type referred
      to in Section 7.01(g) so long as there shall not have elapsed one year plus
      one
      day since the later of (i) the Facility Termination Date and (ii) the date
      on which all of the Transferred Receivables are either collected in full or
      become Defaulted Receivables.

     

    SECTION
      9.06.  [Intentionally
      Omitted].

     

    SECTION
      9.07.  GOVERNING LAW.  THIS
      AGREEMENT SHALL, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATIONS
      LAW OF THE STATE OF NEW YORK, BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
      THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICT OF LAWS
      PRINCIPLES THEREOF THAT WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER
      JURISDICTION, EXCEPT TO THE EXTENT THAT, PURSUANT TO THE UCC OF THE STATE OF
      NEW
      YORK, THE PERFECTION AND THE EFFECT OF PERFECTION OR NON-PERFECTION OF THE
      PURCHASER’S OWNERSHIP OF OR SECURITY INTEREST IN THE RECEIVABLES ARE GOVERNED BY
      THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW
      YORK.

     

    SECTION
      9.08.  Third Party
      Beneficiary.  Each of the parties hereto hereby acknowledges that
      the Purchaser may assign all or any portion of its rights under this Agreement
      and that such assignees may (except as otherwise agreed to by such assignees)
      further assign their rights under this Agreement, and each Seller hereby
      consents to any and all such assignments.  All such assignees,
      including parties to the RPA in the case of assignment to such parties, shall
      be
      third party beneficiaries of, and shall be entitled to enforce the Purchaser’s
      rights and remedies under, this Agreement to the same extent as if they were
      parties thereto, except to the extent specifically limited under the terms
      of
      their assignment.

     

     

    
      
        
        

      

      
        37

        
          

        

      

      
        Table
          of Contents

      

    

     

     

    SECTION
      9.09.  Execution in
      Counterparts.  This Agreement may be executed in any number of
      counterparts, each of which when so executed shall be deemed to be an original
      and all of which when taken together shall constitute one and the same
      agreement.

     

    


     

    [Remainder
      of page intentionally blank]

     

    
      
        
        

      

      
        38

        
          

        

      

      
        Table
          of Contents

      

    


    


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

     

    
      	
              SELLER
                AND COLLECTION

              AGENT:

            	
               

              OLIN
                CORPORATION

               

               

            	 
	 	
              By:

            	 /s/
              Stephen C. Curley	 
	 	
              Name:

            	 Stephen
              C. Curley	 
	 	
              Title:

            	 Vice
              President & Treasurer	 


    

    


    


    
      	
              SELLERS:

            	
              A.J.
                OSTER CO.

               

               

            	 
	 	
              By:

            	 /s/
              Herbert T. Graboriau	 
	 	
              Name:

            	 Herbert
              T. Graboriau	 
	 	
              Title:

            	 Vice
              President	 


    

     

    
      


      
        	
                 

              	
                A.J.
                  OSTER FOILS, INC.

                 

                 

              	 
	 	
                By:

              	 /s/
                Herbert T. Graboriau	 
	 	
                Name:

              	 Herbert
                T. Graboriau	 
	 	
                Title:

              	 Vice
                President	 


      

       

    

    
      


      
        	
                 

              	
                A.J.
                  OSTER WEST, INC.

                 

                 

              	 
	 	
                By:

              	 /s/
                Herbert T. Graboriau	 
	 	
                Name:

              	 Herbert
                T. Graboriau	 
	 	
                Title:

              	 Vice
                President	 


      

       

      
        


        
          	
                   

                	
                  BRYAN
                    METALS, INC.

                   

                   

                	 
	 	
                  By:

                	 /s/
                  Bart Caruso	 
	 	
                  Name:

                	 Bart
                  Caruso	 
	 	
                  Title:

                	 Vice
                  President	 


        

        
 

      

    

    
      
        
          
            
            

          

          
            39

            
              

            

          

          
            Table
              of Contents

          

        

         

         

        
          
            


            
              	
                       

                    	
                      CHASE
                        BRASS & COPPER COMPANY, INC.

                       

                       

                    	 
	 	
                      By:

                    	 /s/
                      Dan L. Goehler	 
	 	
                      Name:

                    	 Dan
                      L. Goehler	 
	 	
                      Title:

                    	 Vice
                      President	 


            

            
 

          

        

        
          
            	
                    PURCHASER:

                  	
                    OLIN
                      FUNDING COMPANY LLC

                     

                     

                  	 
	 	
                    By:

                  	 /s/
                    Stephen C. Curley	 
	 	
                    Name:

                  	 Stephen
                    C. Curley	 
	 	
                    Title:

                  	 Treasurer	 


          

          


        

      

    

     

    



    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

    
 

    
       

       

      
        SCHEDULE
          I

         

        LIST
          OF SELLERS

         

         

        OLIN
          CORPORATION, a Virginia corporation

         

        A.J.
          OSTER CO., a Delaware general partnership

         

        A.J.
          OSTER FOILS, INC., a Delaware corporation

         

        A.J.
          OSTER WEST, INC., a Rhode Island corporation

         

        BRYAN
          METALS, INC., an Ohio corporation

         

        CHASE
          BRASS & COPPER COMPANY, INC., a Delaware corporation

         

         

        
          
            
            

          

          
            41

            
              

            

          

          
            
            

          

        

         

         

        EXHIBIT
          A

         

         

        CREDIT
          AND COLLECTION POLICY

         

         

         

         

         

         

        
          
            
            

          

          
            A-1

            
              

            

          

          
            
            

          

        

         

         

        EXHIBIT
          B

         

         

         

        DEPOSIT
          ACCOUNTS

         

         

        
          	
                  Name
                    and Address of Deposit Bank(s)

                	
                  Name
                    of Accountholder*

                   

                	
                  Account
                    Number(s)

                   

                	
                  Lock-Box
                    Number(s) and Address(es)

                   

                
	
                   

                   

                   

                	
                   

                	
                   

                	
                  
                  

                
	
                   

                   

                   

                	
                   

                	
                   

                	
                  
                  

                
	
                   

                   

                   

                	
                   

                	
                   

                	
                   

                
	
                   

                   

                   

                	
                   

                	
                   

                	
                  
                  

                
	
                   

                   

                   

                	
                   

                	
                   

                	
                  
                  

                
	
                   

                   

                   

                	
                   

                	
                   

                	
                   

                
	
                   

                   

                   

                	
                   

                	
                   

                	
                  
                  

                


        

        


        
          	
                  *  

                	
                  If
                    any Deposit Account Agreements are delivered post-closing, the
                    Deposit
                    Accounts are to be transferred to the Purchaser when the Deposit
                    Account
                    Agreements become effective.

                


        

         

         

        
          
            
            

          

          
            B-1

            
              

            

          

          
            
            

          

        

         

         

        EXHIBIT
          C

         

         

        FORM
          OF

        DEFERRED
          PURCHASE PRICE NOTE

         

        
          	
                   

                	
                  New
                    York, New York

                


        

         

        
          	
                   

                	
                              
                               ,
                    200   

                


        

         

        FOR
          VALUE
          RECEIVED, OLIN FUNDING COMPANY LLC, a Delaware limited liability company
          (the
“Purchaser”), hereby promises to pay to
                                   
          (the “Seller”) the principal amount of this Note, determined as described
          below, together with interest thereon at a rate per annum equal at all
          times to
          1.50% per annum above the Eurodollar Rate (as defined in the RPA) for periods
          of
          one month, in each case in lawful money of the United States of America.
          Capitalized terms used herein but not defined herein shall have the meanings
          assigned to such terms in the Purchase and Contribution Agreement dated
          as of
          July 25, 2007 among the Seller, the other sellers named therein, Olin
          Corporation, as collection agent and the Purchaser (such agreement, as
          it may
          from time to time be amended, restated or otherwise modified in accordance
          with
          its terms, the “Purchase and Contribution Agreement”). This Note is the
          note referred to in the definition of “Deferred Purchase Price” in the Purchase
          and Contribution Agreement.

         

        The
          aggregate principal amount of this Note at any time shall be equal to the
          difference between (a) the sum of the aggregate principal amount of this
          Note on
          the date of the issuance hereof and each addition to the principal amount
          of
          this Note pursuant to the terms of Section 2.02 of the Purchase and Contribution
          Agreement minus (b) the aggregate amount of all payments made in respect
          of the
          principal amount of this Note, in each case, as recorded on the schedule
          annexed
          to and constituting a part of this Note, but failure to so record shall
          not
          affect the obligations of the Purchaser to the Seller.

         

        The
          entire principal amount of this Note shall be due and payable one year
          and one
          day after the Facility Termination Date or such later date as may be agreed
          in
          writing by the Seller and the Purchaser. The principal amount of this Note
          may,
          at the option of the Purchaser, be prepaid in whole at any time or in part
          from
          time to time. Interest on this Note shall be paid in arrears on each Settlement
          Date, at maturity and thereafter on demand. All payments hereunder shall
          be made
          by wire transfer of immediately available funds to such account of the
          Seller as
          the Seller may designate in writing.

         

        Notwithstanding
          any other provisions contained in this Note, in no event shall the rate
          of
          interest payable by the Purchaser under this Note exceed the highest rate
          of
          interest permissible under applicable law.

         

        The
          obligations of the Purchaser under this Deferred Purchase Price Note are
          subordinated in right of payment, to the extent set forth in Section 2.03(c)
          of
          the Purchase and Contribution
          Agreement, to the prior payment in full of all Capital, Yield, Fees and
          other
          obligations of the Purchaser under the RPA.

        


         

        
          
            
            

          

          
            C-3

            
              

            

          

          
            
            

          

        

         

        Notwithstanding
          any provision to the contrary in this Deferred Purchase Price Note or elsewhere,
          other than with respect to payments specifically permitted by Section 2.03(c)
          of
          the Purchase and Contribution Agreement, no demand for any payment may
          be made
          hereunder, no payment shall be due with respect hereto and the Seller shall
          have
          no claim for any payment hereunder prior to the occurrence of the Facility
          Termination Date and then only on date, if ever, when all Capital, Yield,
          Fees
          and other obligations owing under the RPA shall have been paid in
          full.

         

        In
          the
          event that, notwithstanding the foregoing provision limiting such payment
          the
          Seller shall receive any payment or distribution on this Deferred Purchase
          Price
          Note which is not specifically permitted by Section 2.03(c) of the Purchase
          and
          Contribution Agreement, such payment shall be received and held in trust
          by the
          Seller for the benefit of the entities to whom the obligations are owed
          under
          the RPA and shall be promptly paid over to such entities.

         

        The
          Purchaser hereby waives diligence, presentment, demand, protest and notice
          of
          any kind whatsoever.

         

        Neither
          this Note, nor any right of the Seller to receive payments hereunder, shall,
          without the prior written consent of the Purchaser and (prior to the RPA
          Final
          Payment Date) the Agent under the RPA, be assigned, transferred, exchanged,
          pledged, hypothecated, participated or otherwise conveyed.

         

        THIS
          NOTE
          SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
          STATE OF
          NEW YORK.

         

        


        
          	
                  OLIN
                    FUNDING COMPANY LLC

                   

                
	
                  By:

                	 
	
                  Name:

                	 
	
                  Title:

                	 


        

        


         

         

        
          
            
            

          

          
            C-4

            
              

            

          

          
            
            

          

        

        
 

        


        SCHEDULE
          TO DEFERRED PURCHASE PRICE NOTE

         

         

        
          	
                  Date

                	
                  Addition
                    to Principal Amount

                	
                  Amount
                    of Principal Paid or Prepaid

                	
                  Unpaid
                    Principal Balance

                	
                  Notation
                    Made By

                
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


        

        


        


        
          
            
            

          

          
            C-5

            
              

            

          

          
            
            

          

        

        


         

        EXHIBIT
          D

         

        


        FORM
          OF
          LETTER OF CREDIT REQUEST

        [Date]

         

         

        
          To:           Olin
            Funding Company LLC

          427
            North
            Shamrock Street,

          East
            Alton, Illinois, 62024

           

          
            Re:
              LETTER OF CREDIT REQUEST

          

        

         

         

        Ladies
          and Gentlemen:

         

        Reference
          is hereby made to the Purchase and Contribution Agreement, dated as of
          July 25,
          2007, among Olin Corporation and certain of its subsidiaries, as Sellers,
          and
          Olin Funding Company LLC, as Purchaser (as amended, supplemented, restated
          or
          otherwise modified from time to time, the “Agreement”). Capitalized terms used
          and not otherwise defined herein are used with the meanings attributed
          to them
          in the Agreement.

         

        As
          payment for that portion of the Purchase Price of the Receivables to be
          sold to
          you on [date] by [Seller] pursuant to the Agreement that is calculated
          from the
          information below and in accordance with Section 2.02(c) of the Agreement,
          you
          are hereby requested to arrange for and obtain the issuance of a standby
          letter
          of credit with the following terms for your account:

         

         

        
          	 	 1.	Name
                  and address of beneficiary:
	 	 2.	
                  To
                    be delivered by [overnight carrier/teletransmission/mail/other
                    (specify)]

                
	 	 3.	Currency
                  and amount:
                  US$        
	 	 4.	Advising
                  bank name and address, if applicable:    
	 	 5.	Expiration
                  date (not to exceed one year from the date of issuance or extension
                  or the
                  scheduled Commitment Termination Date under the
                  RPA):   


        

        
          	 	 6.	Credit
                  to be available for payment against beneficiary's draft(s) drawn
                  at sight
                  accompanied by the following documents (check
                  one):


        

         

        
          
            	 	 	
                    q

                  	
                    Statement
                      purportedly signed by the beneficiary which reads as follows: 
                      ___________________________________.

                  
	 	 	 	
                     

                  
	 	 	
                    q 

                  	
                    Other
                      Documents:  ___________________________________

                  


          

        

         

         

        
          
            
            

          

          
            D-1

            
              

            

          

          
            
            

          

        

         

        
           

          
            
              	 	 	
                      q

                    	
                      Special
                        Conditions (including, if you have a preference, selection
                        of UCP or
                        ISP98):  ___________________________________

                    
	 	 	 	
                       

                    
	 	 	
                      q 

                    	
                      
                        Issue
                          substantially in form of attached
                          specimen.

                      

                    


            

          

           

          
            
              	 	7.	[If
                      the beneficiary specified above is a financial institution
                      that is to
                      issue its own undertaking based on this requested letter of
                      credit:
                      Request beneficiary to issue and deliver its (specify type
                      of undertaking)
                                                   
                      in favor of
                                                  
                      for an amount not exceeding the amount specified above, effective
                      immediately relative to (specify contract number or other pertinent
                      reference)
                                                  
                      to expire
                      on                             .]


            

             

             

             

            Sincerely,

          

        

        ____________________________________,
          AS SELLER

        


        By:
          ____________________________________

        Name:

        Title:

         

         

         

        
          
            
            

          

          
            D-2

            
              

            

          

          
            
            

          

        

         

         

        EXHIBIT
          E

        


        


        ADDRESSES,
          PRIOR NAMES,

        “DOING-BUSINESS-AS”
          NAMES,
          TRADENAMES

        


        


        
          	
                  SELLERS:

                	
                  OLIN
                    CORPORATION

                  427
                    North Shamrock Street,

                  East
                    Alton, Illinois, 62024

                  Facsimile
                    No. (618) 258-2732

                   

                
	 	
                  A.J.
                    OSTER CO.

                  275
                    West Natick Road, Suite 500

                  Warwick,
                    Rhode Island 02886

                  Facsimile
                    No. (401) 739-5797

                   

                
	 	
                  A.J.
                    OSTER FOILS, INC.

                  2081
                    McCrea Street

                  Alliance,
                    Ohio 44601

                  Facsimile
                    No. (330) 823-1705

                   

                
	 	
                  A.J.
                    OSTER WEST, INC.

                  22833
                    La Palma Avenue

                  Yorba
                    Linda, California 92887

                  Facsimile
                    No. (714) 692-1225

                   

                
	 	
                  BRYAN
                    METALS, INC.

                  1103
                    So. Main Street, Post Office Box 487

                  Bryan,
                    Ohio 43506

                  Facsimile
                    No. (419) 636-3994

                   

                
	 	
                  CHASE
                    BRASS & COPPER COMPANY, INC.

                  14212
                    Country Road M-50, Post Office Box 152

                  Montpelier,
                    Ohio 43543

                  Facsimile
                    No. (419) 485-8150

                   

                
	
                  PURCHASER:

                	
                  OLIN
                    FUNDING COMPANY LLC

                  427
                    North Shamrock Street,

                  East
                    Alton, Illinois, 62024

                   

                


        

         

         

        
          
            
            

          

          
            E-1

            
              

            

          

          
            
            

          

        

         

        
 

        
          	
                  Prior
                    principal place of  business 

                  and
                    chief executive office of the Sellers:

                	
                  OLIN
                    CORPORATION

                  None

                   

                
	 	
                  A.J.
                    OSTER CO.

                  300
                    Centerville Road, Suite 300

                  Warwick,
                    Rhode Island 02886

                   

                
	 	
                  A.J.
                    OSTER FOILS, INC.

                  None

                   

                
	 	
                  A.J.
                    OSTER WEST, INC.

                  None

                   

                
	 	
                  BRYAN
                    METALS, INC.

                  None

                   

                
	 	
                  CHASE
                    BRASS & COPPER COMPANY, INC.

                  None

                   

                
	
                  Prior
                    names of the Sellers:

                	
                     
                    OLIN CORPORATION

                               
                    None

                   

                
	 	
                     
                    A.J. OSTER CO.

                            
                        Olin Aegis

                            
                        Olin Interconnect Technologies, Inc.

                            
                        Olin Asahi Electronic Ceramics

                   

                
	 	
                     
                    A.J. OSTER FOILS, INC.

                            
                        None

                   

                
	 	
                     
                    A.J. OSTER WEST, INC.

                                None

                   

                
	 	
                     
                    BRYAN METALS, INC.

                                None

                   

                
	 	
                     
                    CHASE BRASS & COPPER COMPANY, INC.

                                None

                   

                


        

         

         

         

        
          
            
            

          

          
            E-2

            
              

            

          

          
            
            

          

        

        
 

        
          	
                  “Doing-business-as”
                    names of the Sellers:

                	
                     
                    OLIN CORPORATION

                            
                        Olin Brass and Winchester Inc.

                   

                
	 	
                     
                    A.J. OSTER CO.

                            
                        None

                   

                
	 	
                     
                    A.J. OSTER FOILS, INC.

                            
                        None

                   

                
	 	
                     
                    A.J. OSTER WEST, INC.

                            
                        None

                   

                
	 	
                     
                    BRYAN METALS, INC.

                            
                        None

                   

                
	 	
                     
                    CHASE BRASS & COPPER COMPANY, INC.

                                
                    None

                   


                
	
                  Tradenames
                    of the Sellers:

                	
                  OLIN
                    CORPORATION

                  Olin
                    Corporation, Brass Division

                  Olin
                    Corporation Olin Brass Div

                  Olin
                    Brass

                  Olin
                    Brass Mill Products

                  Mill
                    Products

                   

                
	 	
                  Olin
                    Fineweld Tube

                  Olin
                    Brass Fineweld Tube

                  Fineweld
                    Tube

                   

                
	 	
                  Olin
                    Brass Fabricated Products

                  Olin
                    Fabricated Products

                  Fabricated
                    Products

                   

                
	 	
                  Olin
                    Brass Somers Thin Strip

                  Olin
                    Somers Thin Strip

                  Somers
                    Thin Strip/Brass Group

                  Somers
                    Thin Strip

                  Somers

                   

                
	 	
                      Olin
                    Corporation, Winchester Division

                                Winchester
                    Ammunition

                                Olin
                    Corporation, Winchester Division 

                                Winchester
                    Division, Olin Corporation 

                                Canada
                    - Olin Canada, Inc

                   

                


        

         

         

        
          
            
            

          

          
            E-3

            
              

            

          

          
            
            

          

        

        
 

        
          	 	
                     
                    Chlor Alkali Products

                                Olin

                                Chlor
                    Alkali Products Div.

                                Olin
                    Chlor Alkali

                   

                
	 	
                     
                    A. J. OSTER CO.

                                A.
                    J. Oster - Warwick

                   

                
	 	
                  A.
                    J. Oster – Watertown

                  A.
                    J. Oster West, Inc.

                  Olin
                    Mexico, S.A. De C.V.

                  A.
                    J. Oster Carol Stream

                  A.
                    J. Oster Allentown

                  A.
                    J. Oster - Alliance

                  A.
                    J. Oster Caribe, Inc.

                  A.
                    J. Oster - Corporate

                  A.
                    J. Oster South

                   

                
	 	
                     
                    A. J. OSTER FOILS, INC.

                                None

                   

                
	 	
                     
                    A. J. OSTER FOILS, INC.

                                None

                   

                
	 	
                     
                    BRYAN METALS, INC.

                                Bryan
                    Metals Inc A Subsidiary Of Olin Corporation

                   

                
	 	
                  CHASE
                    BRASS & COPPER COMPANY, INC.

                                None

                   

                


        

         

         

         

        
          
            
            

          

          
            E-4

            
              

            

          

          
            
            

          

        

        
 

        EXHIBIT
          F

        


         

         

        SELLERS’
          UCC INFORMATION

        


        
          	
                  Name:

                	
                  OLIN
                    CORPORATION

                
	
                  Address:

                	
                  427
                    North Shamrock Street, East Alton, Illinois, 62024

                
	
                  Jurisdiction
                    of Organization:

                	
                  Virginia

                
	
                  UCC
                    Filing Office:

                	
                  Office
                    of the State Corporate Commission of Virginia

                
	 	 
	
                  Name:

                	
                  A.J.
                    OSTER CO.

                
	
                  Address:

                	
                  275
                    West Natick Rd, Ste 500, Warwick, Rhode Island 02886

                
	
                  Jurisdiction
                    of Organization:

                	
                  Delaware

                
	
                  UCC
                    Filing Office:

                	
                  Rhode
                    Island Secretary of State

                
	 	 
	
                  Name:

                	
                  A.J.
                    OSTER FOILS, INC.

                
	
                  Address:

                	
                  2081
                    McCrea St., Alliance, Ohio 44601

                
	
                  Jurisdiction
                    of Organization:

                	
                  Delaware

                
	
                  UCC
                    Filing Office:

                	
                  Delaware
                    Secretary of State

                
	 	 
	
                  Name:

                	
                  A.J.
                    OSTER WEST, INC.

                
	
                  Address:

                	
                  22833
                    La Palma Ave., Yorba Linda, California 92887

                
	
                  Jurisdiction
                    of Organization:

                	
                  Rhode
                    Island

                
	
                  UCC
                    Filing Office:

                	
                  Rhode
                    Island Secretary of State

                
	 	 
	
                  Name:

                	
                  BRYAN
                    METALS, INC.

                
	
                  Address:

                	
                  1103
                    So. Main St., P.O. Box 487, Bryan, Ohio 43506

                
	
                  Jurisdiction
                    of Organization:

                	
                  Ohio

                
	
                  UCC
                    Filing Office:

                	
                  Ohio
                    Secretary of State

                
	 	 
	
                  Name:

                	
                  CHASE
                    BRASS & COPPER COMPANY, INC.

                
	
                  Address:

                	
                  14212
                    Country Rd M-50, P.O. Box 152 Montpelier, Ohio 43543

                
	
                  Jurisdiction
                    of Organization:

                	
                  Delaware

                
	
                  UCC
                    Filing Office:

                	
                  Delaware
                    Secretary of State

                


        

         

        
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