ex10-2.htm


    Exhibit
      10.2

     

     

     

    RECEIVABLES
      PURCHASE AGREEMENT

     

    Dated
      as
      of July 25, 2007

     

    Among

     

    OLIN
      FUNDING COMPANY LLC

    as
      the
      Seller

     

    and

     

    CAFCO,
      LLC

    and

    VARIABLE
      FUNDING CAPITAL COMPANY LLC

    as
      the
      Investors

     

    and

     

    CITIBANK,
      N.A.

    and

    WACHOVIA
      BANK, NATIONAL ASSOCIATION

    as
      Banks

     

    and

     

    CITICORP
      NORTH AMERICA, INC.

    as
      the
      Program Agent

     

    and

     

    CITICORP
      NORTH AMERICA, INC.

    and

    WACHOVIA
      BANK, NATIONAL ASSOCIATION

    as
      Investor Agents

     

    and

     

    OLIN
      CORPORATION

    as
      Collection Agent

     


    
      
        
        

      

      
        
        

        
          

        

      

      
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          of Contents 

      

    


    


    TABLE
      OF CONTENTS

     

    Page

    


     

    
      	
              ARTICLE
                I DEFINITIONS

            	
              1

            
	 	
              SECTION
                1.01.

            	
              Certain
                Defined Terms

            	
              1

            
	 	
              SECTION
                1.02.

            	
              Other
                Terms

            	
              32

            
	 	 	 	 
	
              ARTICLE
                II AMOUNTS AND TERMS OF THE
                PURCHASES

            	
              32

            
	 	
              SECTION
                2.01.

            	
              Purchase
                Facility

            	
              32

            
	 	
              SECTION
                2.02.

            	
              Making
                Purchases

            	
              34

            
	 	
              SECTION
                2.03.

            	
              Receivable
                Interest Computation

            	
              35

            
	 	
              SECTION
                2.04.

            	
              Settlement
                Procedures

            	
              35

            
	 	
              SECTION
                2.05.

            	
              Fees

            	
              40

            
	 	
              SECTION
                2.06.

            	
              Payments
                and Computations, Etc.

            	
              40

            
	 	
              SECTION
                2.07.

            	
              Dividing
                or Combining Receivable
                Interests

            	
              40

            
	 	
              SECTION
                2.08.

            	
              Increased
                Costs

            	
              41

            
	 	
              SECTION
                2.09.

            	
              Additional
                Yield on Receivable Interests Bearing a Eurodollar
                Rate

            	
              42

            
	 	
              SECTION
                2.10.

            	
              Taxes

            	
              42

            
	 	
              SECTION
                2.11.

            	
              Security
                Interest

            	
              44

            
	 	
              SECTION
                2.12.

            	
              Sharing
                of Payments

            	
              45

            
	 	
              SECTION
                2.13.

            	
              Right
                of Setoff

            	
              45

            
	 	
              SECTION
                2.14.

            	
              Purchase
                by Term-Out Banks

            	
              46

            
	 	
              SECTION
                2.15.

            	
              Interest
                on Cash Secured Advances

            	
              46

            
	 	
              SECTION
                2.16.

            	
              Repayment
                of Cash Secured Advances

            	
              46

            
	 	
              SECTION
                2.17.

            	
              Use
                of Proceeds; Security Interest in Collateral Advance Account

            	
              47

            
	 	
              SECTION
                2.18.

            	
              Letter
                of Credit Facility

            	
              47

            
	 	
              SECTION
                2.19.

            	
              L/C
                Collateral Account

            	
              52

            
	 	
              SECTION
                2.20.

            	
              Repurchase
                Option

            	
              53

            
	 	 	 	 
	
              ARTICLE
                III CONDITIONS OF
                PURCHASES

            	
              54

            
	 	
              SECTION
                3.01.

            	
              Conditions
                Precedent to Initial Purchase

            	
              54

            
	 	
              SECTION
                3.02.

            	
              Conditions
                Precedent to All Purchases and
                Reinvestments

            	
              55

            
	 	 	 	 
	
              ARTICLE
                IV REPRESENTATIONS AND
                WARRANTIES

            	
              56

            
	 	
              SECTION
                4.01.

            	
              Representations
                and Warranties of the
                Seller

            	
              56

            
	 	
              SECTION
                4.02.

            	
              Representations
                and Warranties of the Collection
                Agent

            	
              60

            
	 	 	 	 
	
              ARTICLE
                V COVENANTS

            	
              62

            
	 	
              SECTION
                5.01.

            	
              Covenants
                of the Seller

            	
              62

            
	 	
              SECTION
                5.02.

            	
              Covenant
                of the Seller and the Collection
                Agent

            	
              68

            
	 	 	 	 


    

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              Page

               

            
	
              ARTICLE
                VI ADMINISTRATION AND COLLECTION OF POOL
                RECEIVABLES

            	
              69

            
	 	
              SECTION
                6.01.

            	
              Designation
                of Collection Agent

            	
              69

            
	 	
              SECTION
                6.02.

            	
              Duties
                of Collection Agent

            	
              69

            
	 	
              SECTION
                6.03.

            	
              Certain
                Rights of the Program Agent

            	
              71

            
	 	
              SECTION
                6.04.

            	
              Rights
                and Remedies

            	
              72

            
	 	
              SECTION
                6.05.

            	
              Covenants
                of the Collection Agent

            	
              72

            
	 	
              SECTION
                6.06.

            	
              Indemnities
                by the Collection Agent

            	
              72

            
	 	
              SECTION
                6.07.

            	
              Collateral
                Advance Account

            	
              74

            
	 	
              SECTION
                6.08.

            	
              Collateral
                Advance Account Agreement; Deposit Account
                Agreements

            	
              75

            
	 	 	 	 
	
              ARTICLE
                VII EVENTS OF TERMINATION

            	
              75

            
	 	
              SECTION
                7.01.

            	
              Events
                of Termination

            	
              75

            
	 	 	 	 
	
              ARTICLE
                VIII THE PROGRAM AGENT

            	
              78

            
	 	
              SECTION
                8.01.

            	
              Authorization
                and Action

            	
              78

            
	 	
              SECTION
                8.02.

            	
              Program
                Agent’s Reliance, Etc

            	
              79

            
	 	
              SECTION
                8.03.

            	
              CNAI
                and Affiliates

            	
              79

            
	 	
              SECTION
                8.04.

            	
              Indemnification
                of Program Agent

            	
              79

            
	 	
              SECTION
                8.05.

            	
              Delegation
                of Duties

            	
              80

            
	 	
              SECTION
                8.06.

            	
              Action
                or Inaction by Program Agent

            	
              80

            
	 	
              SECTION
                8.07.

            	
              Notice
                of Events of Termination

            	
              80

            
	 	
              SECTION
                8.08.

            	
              Non-Reliance
                on Program Agent and Other
                Parties

            	
              80

            
	 	
              SECTION
                8.09.

            	
              Successor
                Program Agent

            	
              81

            
	 	
              SECTION
                8.10.

            	
              Reports
                and Notices

            	
              81

            
	 	 	 	 
	
              ARTICLE
                IX THE INVESTOR AGENTS

            	
              81

            
	 	
              SECTION
                9.01.

            	
              Authorization
                and Action

            	
              81

            
	 	
              SECTION
                9.02.

            	
              Invest
                or Agent’s Reliance, Etc

            	
              82

            
	 	
              SECTION
                9.03.

            	
              Investor
                Agent and Affiliates

            	
              82

            
	 	
              SECTION
                9.04.

            	
              Indemnification
                of Investor Agents

            	
              82

            
	 	
              SECTION
                9.05.

            	
              Delegation
                of Duties

            	
              83

            
	 	
              SECTION
                9.06.

            	
              Action
                or Inaction by Investor Agent

            	
              83

            
	 	
              SECTION
                9.07.

            	
              Notice
                of Events of Termination

            	
              83

            
	 	
              SECTION
                9.08.

            	
              Non-Reliance
                on Investor Agent and Other
                Parties

            	
              83

            
	 	
              SECTION
                9.09.

            	
              Successor
                Investor Agent

            	
              84

            
	 	
              SECTION
                9.10.

            	
              Reliance
                on Investor Agent

            	
              84

            
	 	 	 	 
	
              ARTICLE
                X INDEMNIFICATION

            	
              84

            
	 	
              SECTION
                10.01.

            	
              Indemnities
                by the Seller

            	
              84

            
	 	 	 	 
	
              ARTICLE
                XI MISCELLANEOUS

            	
              87

            
	 	
              SECTION
                11.01.

            	
              Amendments,
                Etc

            	
              87

            


    

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              Page

               

            
	 	
              SECTION
                11.02.

            	
              Notices,
                Etc

            	
              88

            
	 	
              SECTION
                11.03.

            	
              Assignability

            	
              88

            
	 	
              SECTION
                11.04.

            	
              Costs
                and Expenses

            	
              92

            
	 	
              SECTION
                11.05.

            	
              No
                Proceedings; Waiver of Consequential
                Damages

            	
              92

            
	 	
              SECTION
                11.06.

            	
              Confidentiality

            	
              93

            
	 	
              SECTION
                11.07.

            	
              GOVERNING
                LAW

            	
              93

            
	 	
              SECTION
                11.08.

            	
              Execution
                in Counterparts

            	
              93

            
	 	
              SECTION
                11.09.

            	
              Survival
                of Termination

            	
              94

            
	 	
              SECTION
                11.10.

            	
              Consent
                to Jurisdiction

            	
              94

            
	 	
              SECTION
                11.11.

            	
              WAIVER
                OF JURY TRIAL

            	
              94

            
	 	
              SECTION
                11.12.

            	
              Intended
                Tax Treatment

            	
              94

            
	 	
              SECTION
                11.13.

            	
              Excess
                Funds

            	
              94

            
	 	
              SECTION
                11.14.

            	
              No
                Recourse

            	
              95

            
	 	 	 	 


    

    


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    SCHEDULES

     

    
      	
              SCHEDULE
                I

            	
              -

            	
              Lock-Boxes/Deposit
                Accounts

            
	
              SCHEDULE
                II

            	
              -

            	
              Credit
                and Collection Policy

            
	
              SCHEDULE
                III

            	
              -

            	
              Addresses

            
	
              SCHEDULE
                IV

            	
              -

            	
              Seller
                UCC Information

            
	
              SCHEDULE
                V

            	
              -

            	
              Special
                Concentration Limits

            
	
              SCHEDULE
                VI

            	
              -

            	
              Originators

            


    

    


     

    ANNEX

     

    
      	
              ANNEX
                A-1

            	
              -

            	
              Form
                of Monthly Report

            
	
              ANNEX
                A-2

            	
              -

            	
              Form
                of Weekly Report

            
	
              ANNEX
                B

            	
              -

            	
              Form
                of Deposit Account Agreement

            
	
              ANNEX
                C-1

            	
              -

            	
              Form
                of Opinion of Cravath, Swaine & Moore LLP

            
	
              ANNEX
                C-2

            	
              -

            	
              Form
                of Opinion of Richards, Layton & Finger, P.A.

            
	
              ANNEX
                C-3

            	
              -

            	
              Form
                of Opinion of General Counsel of the Parent

            
	
              ANNEX
                C-4

            	
              -

            	
              Form
                of Opinion of Edwards Angell Palmer & Dodge LLP

            
	
              ANNEX
                C-5

            	
              -

            	
              Form
                of Opinion of Hunton & Williams LLP

            
	
              ANNEX
                C-6

            	
              -

            	
              Form
                of Opinion of Shumaker, Loop & Kendrick, LLP

            
	
              ANNEX
                C-7

            	
              -

            	
              Form
                of Opinion of Blake, Cassels & Graydon LLP

            
	
              ANNEX
                D

            	
              -

            	
              Form
                of Assignment and Acceptance

            
	
              ANNEX
                E

            	
              -

            	
              Form
                of Funds Transfer Letter

            
	
              ANNEX
                F

            	
              -

            	
              Form
                of Parent Undertaking

            
	
              ANNEX
                G

            	
              -

            	
              Form
                of Collateral Advance Account Agreement

            
	
              ANNEX
                H

            	
              -

            	
              Form
                of Letter of Credit Request

            
	
              ANNEX
                I

            	
              -

            	
              Form
                of Purchase Request

            


    

    


    
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    RECEIVABLES

    PURCHASE
      AGREEMENT

     

    Dated
      as
      of July 25, 2007

     

    OLIN
      FUNDING COMPANY LLC, a Delaware limited liability company (the “Seller”),
      CAFCO, LLC, a Delaware limited liability company, as an Investor (as defined
      herein), VARIABLE FUNDING CAPITAL COMPANY LLC, a Delaware limited liability
      company, as an Investor, CITIBANK, N.A., as a Bank (as defined herein), WACHOVIA
      BANK, NATIONAL ASSOCIATION, as a Bank, WACHOVIA BANK, NATIONAL ASSOCIATION,
      as
      an Investor Agent (as defined herein), CITICORP NORTH AMERICA, INC., a Delaware
      corporation (“CNAI”), as program agent (the “Program Agent”) for
      the Investors and the Banks and as an Investor Agent, and OLIN CORPORATION,
      a
      Virginia corporation, as Collection Agent, agree as follows:

     

    PRELIMINARY
      STATEMENT. The Seller has acquired, and may continue to acquire, Receivables
      from the Originators (as hereinafter defined), either by purchase or by
      contribution to the capital of the Seller, as determined from time to time
      by
      the Seller and the Originators. The Seller is prepared to sell undivided
      fractional ownership interests (referred to herein as “Receivable
      Interests”) in the Receivables. The Investors may, in their respective sole
      discretion, purchase such Receivable Interests, and the Banks are prepared
      to
      purchase such Receivable Interests on a committed basis, in each case on the
      terms set forth herein. Accordingly, 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):

     

    “Adjusted
      Eurodollar Rate” means, for any Fixed Period, an interest rate per annum
      equal to the rate per annum obtained by dividing (i) the Eurodollar Rate for
      such Fixed Period by (ii) a percentage equal to 100% minus the Eurodollar Rate
      Reserve Percentage for such Fixed Period.

     

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

     

    “Affected
      Person” has the meaning specified in Section 2.08(a).

     

    “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.

     


    
      
        
        

      

      
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    “Affiliated
      Obligor” means any Obligor that is an Affiliate of another
      Obligor.

     

    “Agent”
      means any of the Program Agent or any Investor Agent and “Agents” means,
      collectively, the Program Agent and the Investor Agents.

     

    “Agent
      Fee Agreement” means the fee agreement of even date between the Seller and
      the Program Agent with respect to certain fees to be paid by the Seller to
      the
      Program Agent in connection with this Agreement and the transactions
      contemplated hereby, as the same may be amended or restated from time to
      time.

     

    “Aggregate
      Loss and Dilution Reserve” means, on any date, an amount equal to the
      product of (a) the Aggregate Loss and Dilution Reserve Percentage on such date
      multiplied by (b) the Net Receivables Pool Balance on such date.

     

    “Aggregate
      Loss and Dilution Reserve Percentage” means, as of any date, the greater of
      (a) the sum of (i) the Dynamic Loss Reserve Percentage as of such date plus
      (ii)
      the Dynamic Dilution Reserve Percentage as of such date and (b) the sum of
      (i)
      the Loss Reserve Floor Percentage as of such date plus (ii) the Dilution Reserve
      Floor Percentage as of such date.

     

    “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 in New York, New York, from
      time
      to time as Citibank’s base rate;

     

    (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 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 from three New York
      certificate of deposit dealers of recognized standing selected by Citibank,
      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.

     

    “Amortization
      Date” means the earliest day on which a Termination Date has occurred for
      all outstanding Receivable Interests.

     

    “Applicable
      Margin” means, at any time, 1.25% per annum.

     

    “Asset
      Purchase Agreement” means (a) in the case of any Bank other than Citibank
      and Wachovia, the asset purchase agreement or other similar liquidity agreement
      entered into by such Bank concurrently with the Assignment and Acceptance
      pursuant to which it became party to this Agreement and (b) in the case of
      Citibank and Wachovia, the secondary market agreement, asset purchase agreement
      or other similar liquidity agreement entered into by such Bank for the benefit
      of its respective Investor, to the extent relating to the sale or transfer
      of
      interests in Receivable Interests, in each case as amended or modified from
      time
      to time.

     


    
      
        
        

      

      
        2

        
          

        

      

      
        Table
          of Contents 

      

    


     

    “Assignee
      Rate” for any Fixed Period for any Receivable Interest means an interest
      rate per annum equal to the Eurodollar Rate for such Fixed Period plus the
      Applicable Margin; provided, however, that in case
      of:

     

    (i)           any
      Fixed Period on or prior to the first day of which an Investor or Bank shall
      have notified the Program Agent and each Investor Agent that the introduction
      of
      or any change in or in the interpretation of any law or regulation makes it
      unlawful, or any central bank or other governmental authority asserts that
      it is
      unlawful, for such Investor or Bank to fund such Receivable Interest at the
      Assignee Rate set forth above (and such Investor or Bank shall not have
      subsequently notified the Program Agent and each Investor Agent that such
      circumstances no longer exist),

     

    (ii)           any
      Fixed Period of one to (and including) 29 days (it being understood and agreed
      that this clause (ii) shall not be applicable to a Fixed Period for which Yield
      is to be computed by reference to the Eurodollar Rate that is intended to have
      a
      one-month duration but due solely to LIBOR interest period convention the
      duration thereof will be less than 30 days),

     

    (iii)           any
      Fixed Period as to which the Program Agent and each Investor Agent does not
      receive notice, by no later than 12:00 noon (New York City time) on the third
      Business Day preceding the first day of such Fixed Period, that the related
      Receivable Interest will not be funded by CAFCO and VFCC through the issuance
      of
      Promissory Notes or commercial paper, as the case may be, or

     

    (iv)           any
      Fixed Period for a Receivable Interest the aggregate Capital of which allocated
      to the Investors or the Banks is less than $500,000,

     

    the
      “Assignee Rate” for such Fixed Period shall be an interest rate per annum
      equal to the Alternate Base Rate in effect from time to time during such Fixed
      Period plus the Applicable Margin; provided, further that at any
      time when an Event of Termination shall exist, the “Assignee Rate” for
      such Fixed Period shall be an interest rate per annum equal to the Alternate
      Base Rate in effect from time to time during such Fixed Period plus the
      Applicable Margin plus 2%; provided even further that the
      Agents and the Seller may agree in writing from time to time upon a different
      “Assignee Rate”.

     

    “Assignment
      and Acceptance” means an assignment and acceptance agreement entered into by
      a Bank, an Eligible Assignee, such Bank’s Investor Agent and the Program Agent,
      pursuant to which such Eligible Assignee may become a party to this Agreement,
      in substantially the form of Annex D hereto.

     


    
      
        
        

      

      
        3

        
          

        

      

      
        Table
          of Contents 

      

    


    “Bank
      Commitment” of any Bank means, (a) with respect to Citibank, $125,000,000 or
      such amount as reduced or increased by any Assignment and Acceptance entered
      into among Citibank, another Bank, the Investor Agent for Citibank and the
      Program Agent, (b) with respect to Wachovia, $125,000,000 or such amount as
      reduced or increased by any Assignment and Acceptance entered into among
      Wachovia, another Bank, the Investor Agent for Wachovia and the Program Agent
      or
      (c) with respect to a Bank (other than Citibank or Wachovia) that has entered
      into an Assignment and Acceptance, the amount set forth therein as such Bank’s
      Bank Commitment, in each case as such amount may be reduced or increased by
      an
      Assignment and Acceptance entered into among such Bank, an Eligible Assignee,
      the Investor Agent for such Bank and the Program Agent, and as may be further
      reduced (or terminated) pursuant to the next sentence. Any reduction (or
      termination) of the Purchase Limit pursuant to the terms of this Agreement
      shall
      reduce ratably (or terminate) each Bank’s Bank Commitment.

     

    “Banks”
      means Citibank, Wachovia and each Eligible Assignee that shall become a party
      to
      this Agreement pursuant to Section 11.03.

     

    “Business
      Day” means any day on which (i) banks are not authorized or required to
      close in New York City or the State of Missouri, and (ii) if this definition
      of
“Business Day” is utilized in connection with the Eurodollar Rate, dealings are
      carried out in the London interbank market.

     

    “CAFCO”
      means CAFCO, LLC and any successor or assign of CAFCO that is a receivables
      investment company which in the ordinary course of its business issues
      commercial paper or other securities to fund its acquisition and maintenance
      of
      receivables.

     

    “CAFCO
      Group” means the Group for which CAFCO is the Investor.

     

    “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.

     

    “Capital”
      of any Receivable Interest means the original amount paid to the Seller for
      such
      Receivable Interest at the time of its purchase by an Investor or a Bank
      pursuant to this Agreement or, in the case of an L/C Receivable Interest, the
      amount determined pursuant to Section 2.18(c), or such amount divided or
      combined in accordance with Section 2.07, in each case reduced from time to
      time
      by Collections distributed on account of such Capital pursuant to Section
      2.04(d) or, in the case of an L/C Receivable Interest, reduced as provided
      in
      Section 2.18(g) or 2.18(l); provided that if such Capital shall have been
      reduced by any distribution and thereafter all or a portion of such distribution
      is rescinded or must otherwise be returned for any reason, such Capital shall
      be
      increased by the amount of such rescinded or returned distribution, as though
      it
      had not been made.

     

    
      “Cash
        Secured Advance” means, in respect of any Bank, without duplication, the
        aggregate amount of the proceeds (a) (i) of the advance, if any, made by
        such
        Bank pursuant to Section 2.01(d) and (ii) of such Bank’s Ratable Share of any
        applications of Collections of Receivables during the Term Period for such
        Bank’s Group to reduce the “Capital” in respect of the Receivable
        Interest hereunder and (b) on deposit at such time in the Collateral Advance
        Account (including any such proceeds invested by the Program Agent at such
        time
        in Eligible Investments pursuant to Section 6.07(c)), it being understood
        that
        the amount of such Bank’s Cash Secured Advance shall be decreased by such Bank’s
        Ratable Share of the funds paid from time to time from the Collateral Advance
        Account to the Seller to make a purchase of a Receivable Interest from time
        to
        time during the Term Period for such Bank’s Group.

    

     


    
      
        
        

      

      
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    “Cash
      Secured Advance Commencement Date” means, with respect to any Group, the
      same day as the Term-Out Bank Purchase Date for such Group, provided that
      the Cash Secured Advance Commencement Date shall occur if, but only if, the
      Facility Termination Date shall not have occurred on or prior to such date
      and
      no Incipient Event of Termination or Event of Termination exists on such
      date.

     

    “Change
      in Law” has the meaning specified in Section 2.08(c).

     

    “Change
      of Control Date” means (A) the first day on which any person, or group of
      related persons, has beneficial ownership of more than 33 1/3% of the
      outstanding voting stock of the Parent or (B) the date immediately following
      the
      first date on which the members of the board of directors of the Parent (the
      “Board”) at the commencement of any period of 730 consecutive days
      (together with any other directors whose appointment or election by the Board
      or
      whose nomination for election by the stockholders of the Parent was approved
      by
      a vote of at least a majority of the directors then in office who either were
      directors at the beginning of such period or whose appointment or election
      or
      nomination for election was previously so approved) shall cease to constitute
      a
      majority of the Board at the end of such period; provided,
however, that a Change of Control Date shall not be deemed to have
      occurred under clause (A) hereof if (x) the Parent shall have merged or disposed
      of a portion of its assets in compliance with the requirements of subsection
      5.02(c) of the Credit Agreement within 10 days after the acquisition of such
      beneficial ownership shall have occurred and (y) no person or group of related
      persons shall have beneficial ownership of more than 33 1/3% of the outstanding
      voting stock of the Parent after such merger or disposition. For the purposes
      of
      this definition, the term “voting stock” shall mean stock of any class or
      classes (however designated) having ordinary voting power for the election
      of a
      majority of the directors of the Parent other than stock having such power
      only
      by reason of a contingency.

     

    “Citibank”
      means Citibank, N.A., a national banking association.

     

    “CNAI”
      has the meaning specified in the introductory paragraph hereof.

     

    “Code”
      means the Internal Revenue Code of 1986, as amended.

     

    “Collateral
      Advance Account” has the meaning specified in Section 6.07(a).

     

    “Collateral
      Advance Account Agreement” means an agreement among the Seller, the Program
      Agent and the Collateral Advance Account Bank in substantially the form of
      Annex G.

     

    “Collateral
      Advance Account Bank” has the meaning specified in
      Section 6.07(a).

     


    
      
        
        

      

      
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    “Collateral
      Advance Account Direction” has the meaning specified in
      Section 6.07(b).

     

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

     

    “Collection
      Agent Default” means the occurrence of any of the following:

     

    (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),
      (iv) or (v) 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 thereof to the Collection Agent from the Program Agent or any
      Investor Agent, (ii) shall fail to make when due any payment or deposit in
      respect of Capital to be made by it under this Agreement, (iii) shall fail
      to
      make when due any payment or deposit of Yield, Fees or any other amounts (other
      than in respect of Capital) to be made by it under this Agreement and such
      failure shall remain unremedied for five days after the earlier of the
      Collection Agent’s actual knowledge thereof or written notice to the Collection
      Agent from the Program Agent or any Investor Agent, (iv) shall fail to deliver
      any Seller Report when required or (v) shall fail to comply with Section
      6.05(b); or

     

    (b)           Any
      representation or warranty made or deemed made by the Collection Agent (or
      any
      of its officers) under or in connection with this Agreement or any other
      Transaction Document or any information or report delivered by the Collection
      Agent pursuant to this Agreement or any other Transaction Document shall prove
      to have been incorrect or untrue in any material respect when made or deemed
      made or delivered; or

     

    (c)           The
      Collection Agent 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 the Collection Agent 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 the Collection Agent shall take any corporate or other action
      to
      authorize any of the actions set forth above in this clause (c); or

     

    
      (d)           The
        Collection Agent 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 that the maturity of such Debt is accelerated; 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

    

     

     

    
      
        
        

      

      
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    (e)           (i)
      There shall have occurred any event which could reasonably be expected to
      materially adversely affect the ability of the Collection Agent to collect
      Pool
      Receivables or otherwise perform its obligations under this Agreement and the
      other Transaction Documents (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 Collection Agent if such material
      adverse change in the financial condition of the Collection Agent does not
      otherwise trigger this clause (e)) or (ii) any provision of any Transaction
      Document applicable to the Collection Agent shall cease to be effective and
      valid and binding on the Collection Agent or the Collection Agent shall so
      state
      in writing; or

     

    (f)           One
      or more judgments for the payment of money in an aggregate amount in excess
      of
      $25,000,000 (except to the extent covered by insurance as to which the insurer
      has acknowledged such coverage in writing) shall be rendered against the
      Collection Agent or any of its Subsidiaries or a combination thereof, and the
      same shall remain undischarged for a period of 60 consecutive days during which
      execution shall not be effectively stayed, or any action shall be taken by
      a
      judgment creditor to attach or levy upon any assets of the Collection Agent
      or
      any of its Subsidiaries to enforce any such judgment; or

     

    (g)           The
      Collection Agent (if the Parent) shall fail to perform or observe any financial
      covenant contained in the Credit Agreement (which, as of the date of this
      Agreement consist of the consolidated leverage ratio and consolidated interest
      coverage ratio contained in Sections 5.01(b) and 5.01(c) of the Credit
      Agreement); or

     

    (h)           The
      Collection Agent or any of its ERISA Affiliates shall incur, or shall be
      reasonably likely to incur, liability in excess of $25,000,000 in the aggregate
      as a result of one or more of the following: (i) the occurrence of any ERISA
      Event; (ii) the partial or complete withdrawal of the Collection Agent or any
      of
      its ERISA Affiliates from a Multiemployer Plan; or (iii) the reorganization
      or
      termination of a Multiemployer Plan; or

     

    (i)           The
      PBGC or the Internal Revenue Service shall, or shall indicate its intention
      to,
      file notice of a lien pursuant to Section 4068 of ERISA or Section 6320 of
      the Code with regard to any of the assets of the Collection Agent.

     

    “Collection
      Agent Fee” has the meaning specified in Section 2.05(a).

     

    


    
      
        
          
          

        

        
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        “Collection
          Agent Fee Reserve Percentage” means, on any date, an amount equal
          to:

         

        CAF
          x
          RTR

        360

         

        where:

         

        
          	
                   

                	
                  CAF
                    =

                	
                  the
                    percentage per annum used in the calculation of the Collection
                    Agent Fee
                    in effect on such date.

                


        

         

        
          	
                   

                	
                  RTR
                    =

                	
                  the
                    highest of the Three-Month Receivable Turnover Ratios calculated
                    for each
                    of the twelve most recently ended calendar
                    months.

                


        

         

      

    

    “Collection
      Delay Period” means 10 days or such other number of days as the Program
      Agent may select upon three Business Days’ notice to the Seller.

     

    “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 any Collection of such
      Receivable deemed to have been received pursuant to Section 2.04.

     

    “Commitment
      Termination Date” means the earliest of (a) July 23, 2008, unless
      (i) the Seller shall have requested, which request shall be made not more
      than 45 days prior to the then Commitment Termination Date, an extension of
      the
      then Commitment Termination Date to a date occurring not more than 364 days
      after such then Commitment Termination Date, and (ii) with respect to each
      Investor, one or more of its Related Banks which, immediately after giving
      effect to such extension would have Bank Commitments in an aggregate amount
      equal to such Investor’s Investor Purchase Limit to be in effect immediately
      after giving effect to such extension, shall in their sole discretion consent
      to
      such extension, which consent shall be given not more than 30 days and not
      less
      than 10 days prior to the then Commitment Termination Date; provided,
      however, that any failure of any Investor or Bank to respond to the Seller’s
      request for such extension shall be deemed a denial of such request by such
      Bank, (b) the date determined pursuant to Section 7.01, (c) the date the
      Purchase Limit reduces to zero pursuant to Section 2.01(b) and (d) the
      Repurchase Date pursuant to Section 2.20; provided, however,
      that if, and only if, there shall have occurred a Cash Secured Advance
      Commencement Date for any Group, the Commitment Termination Date for such Group
      shall mean the earliest of July 18, 2012 and the dates referenced in the
      preceding clauses (b), (c) and (d).

     

    “Concentration
      Limit” for any Obligor means at any time 3.50%
      (“NormalConcentration Limit”), or such other higher percentage
      (“Special Concentration Limit”) for such Obligor as set forth on Schedule
      V hereto, and after the date of this Agreement as designated by the Program
      Agent and each Investor Agent in a writing delivered to the Seller;
provided that in the case of an Obligor with any Affiliated Obligor, the
      Concentration Limit shall be calculated as if such Obligor and such Affiliated
      Obligor are one Obligor; provided further that the Program Agent
      or any Investor Agent may, in its sole discretion, reduce or cancel any Special
      concentration Limit upon three Business Days’ notice to the Seller (with a copy
      to each of the other Agents).

     


    
      
        
        

      

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

     

    “CP
      Costs” means, for each day, the sum of (i) discount or yield accrued on
      Pooled Commercial Paper on such day, plus (ii) any and all accrued
      commissions in respect of placement agents and commercial paper dealers
      (currently 5 basis points per annum), and issuing and paying agent fees
      incurred, in respect of such Pooled Commercial Paper for such day, plus
      (iii) other costs associated with funding small or odd-lot amounts with
      respect to all receivable purchase facilities which are funded by Pooled
      Commercial Paper for such day, minus (iv) any accrual of income net of
      expenses received on such day from investment of collections received under
      all
      receivable purchase facilities funded substantially with Pooled Commercial
      Paper, minus (v) any payment received on such day net of expenses in
      respect of the Liquidation Fee or similar fee related to the reduction of the
      capital amount of any receivable interest of VFCC, pursuant to the terms of
      any
      receivable purchase facilities funded substantially with Pooled Commercial
      Paper. In addition to the foregoing costs, if the Seller shall request any
      incremental purchase of a Receivable Interest after the initial purchase under
      this Agreement during any period of time determined by the Investor Agent for
      the VFCC Group in its sole discretion to result in incrementally higher CP
      Costs
      applicable to such Receivable Interest, the Capital associated with any such
      Receivable Interest shall, during such period, be deemed to be funded by VFCC
      in
      a special pool (which may include capital associated with other receivable
      purchase facilities) for purposes of determining such additional CP Costs
      applicable only to such special pool and charged each day during such period
      against such Capital.

     

    “CP
      Fixed Period Date” means, for any Receivable Interest, the date of purchase
      of such Receivable Interest and thereafter the last day of each calendar month
      or any other day as shall have been agreed to in writing by the Program Agent,
      the Investor Agents and the Seller prior to the first day of the preceding
      Fixed
      Period for such Receivable Interest or, if there is no preceding Fixed Period,
      prior to the first day of such Fixed Period.

     

    “Credit
      Agreement” means the Credit Agreement, dated as of July 30, 2004, among
      the Parent, the lenders party thereto from time to time, Citibank, N.A., as
      administrative agent, the other agents and lead arranger party thereto from
      time
      to time, and any credit facility replacing or succeeding thereto, each as the
      same may be amended, amended and restated, or modified or supplemented from
      time
      to time prior to the Credit Agreement Freeze Date (it being understood and
      agreed that (i) prior to the Credit Agreement Freeze Date, any amendments
      or waivers to any provision of the Credit Agreement incorporated herein or
      referenced herein, if such amendment or waiver is effective pursuant to the
      terms of the Credit Agreement, shall also be effective hereunder with respect
      to
      any incorporation or reference to any provision of the Credit Agreement, and
      (ii) on and after the Credit Agreement Freeze Date, no amendment or waiver
      to any provision of the Credit Agreement incorporated herein or referenced
      herein shall be effective hereunder unless a separate approval has been executed
      by the Program Agent and the Investor Agents hereunder).

     


    
      
        
        

      

      
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    “Credit
      Agreement Freeze Date” means the first date to occur on which any Bank which
      is now or hereafter a party to this Agreement ceases to be a lender under the
      Credit Agreement; provided, however, if at any time, pursuant to
      an assignment pursuant to Section 11.03(j), the Credit Agreement Freeze
      Date is deemed to no longer exist, the “Credit Agreement Freeze Date” shall mean
      the first date to occur after such assignment on which any Bank ceases to be
      a
      lender under the Credit Agreement.

     

    “Credit
      and Collection Policy” means those receivables credit and collection
      policies and practices of the Seller and the Originators in effect on the date
      of this Agreement and described in Schedule II 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.

     

    “Debt
      Rating” means, for any Person, the rating by S&P or Moody’s of such
      Person’s long-term public senior unsecured non-credit enhanced
      debt.

     

    “Default
      Ratio” means the ratio (expressed as a percentage) computed as of the last
      day of each calendar month by dividing (i) the aggregate Outstanding
      Balance of all Originator Receivables that were Defaulted Receivables on such
      day or that would have been Defaulted Receivables on such day had they not
      been
      written off the books of the applicable Originator or the Seller during such
      month by (ii) the aggregate Outstanding Balance of all Originator
      Receivables on such day.

     

    “Defaulted
      Receivable” means an Originator 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 Originator 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 the
      applicable Originator’s or the Seller’s books as uncollectible; or

     

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

     


    
      
        
        

      

      
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    “Deferred
      Purchase Price” has the meaning specified in the Originator Purchase
      Agreement.

     

    “Delinquency
      Ratio” means the ratio (expressed as a percentage) computed as of the last
      day of each calendar month by dividing (i) the aggregate Outstanding
      Balance of all Originator Receivables that were Delinquent Receivables on such
      day by (ii) the aggregate Outstanding Balance of all Originator Receivables
      on such day.

     

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

     

    (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 Originator 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 Originator or the 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, in substantially the form of Annex
      B.

     

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

     

    “Diluted
      Receivable” means that portion (and only that portion) of any Originator
      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 an
      Originator 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 an Originator which reduces the amount payable by the
      Obligor on the related Originator Receivable (except any such change or
      cancellation resulting from or relating to the financial inability to pay or
      insolvency of the Obligor of such Originator 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 Originator 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.

     

    “Dilution
      Horizon Ratio” means, as of any date, a ratio computed by dividing
      (i) the aggregate original Outstanding Balance of all Originator
      Receivables created by the Originators during the two most recently ended
      calendar months by (ii) the Outstanding Balance of all Originator
      Receivables (other than Defaulted Receivables) as at the last day of the most
      recently ended calendar month minus the aggregate amount of Unapplied
      Cash/Credit Memos as at the last day of the most recently ended calendar
      month.

     


    
      
        
        

      

      
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    “Dilution
      Ratio” means, as of any date, the ratio (expressed as a percentage) computed
      for the most recently ended calendar month by (a) for the purpose of calculating
      the Dilution Ratio in connection with the Event of Termination specified in
      Section 7.01(h), dividing (i) the aggregate amount of Originator
      Receivables which became Diluted Receivables during such calendar month by
      (ii) the aggregate Outstanding Balance (in each case, at the time of
      creation) of all Originator Receivables created during the second calendar
      month
      immediately preceding such calendar month, and (b) for all other purposes,
      dividing (i) the excess of the aggregate amount of Originator Receivables which
      became Diluted Receivables during such month over the amount of the reduction
      in
      Net Receivables Pool Balance pursuant to clause (vii) of the definition thereof
      as of such date by (ii) the aggregate Outstanding Balance (in each case, at
      the
      time of creation) of all Originator Receivables created during the second
      calendar month immediately preceding such calendar month.

     

    “Dilution
      Reserve Floor Percentage” means, as of any date, the product of (a) the
      Dilution Horizon Ratio on such date multiplied by (b) the average of the
      Dilution Ratios for each of the twelve most recently ended calendar
      months.

     

    “Dilution
      Volatility Ratio” means, as of any date, a ratio (expressed as a percentage)
      equal to the product of (a) the highest two-month rolling average Dilution
      Ratio
      calculated for each of the twelve most recently ended calendar months minus
      the
      average of the Dilution Ratios for each of the twelve most recently ended
      calendar months, and (b) a ratio calculated by dividing the highest two-month
      rolling average Dilution Ratio calculated for each of the twelve most recently
      ended calendar months by the average of the Dilution Ratios for each of the
      twelve most recently ended calendar months.

     

    “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.

     

    “Drawing
      Date” has the meaning specified in Section 2.18(g).

     

    “Dynamic
      Dilution Reserve Percentage” means, as of any date, the product of
      (a) the sum of (i) the product of (x) two, multiplied by (y) the
      average of the Dilution Ratios for each of the twelve most recently ended
      calendar months, plus (ii) the Dilution Volatility Ratio as at the last day
      of the most recently ended calendar month, multiplied by (b) the Dilution
      Horizon Ratio as of such date.

     

    “Dynamic
      Loss Reserve Percentage” means, as of any date, the product of (i) two
      multiplied by (ii) the Loss Horizon Ratio as of such date multiplied by (iii)
      the highest of the Three-Month Loss Ratios calculated for each of the twelve
      most recently ended calendar months.

     

    “E-Mail
      Seller Report” has the meaning specified in Section 6.02(g).

     

    
      
        
        

      

      
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    “Eligible
      Assignee” means (a) with respect to the CAFCO Group, (i) CNAI or
      any of its Affiliates, (ii) any Person managed by Citibank, CNAI or any of
      their Affiliates or (iii) any financial or other institution acceptable to
      the Investor Agent for such Group and approved in writing by the Seller (which
      approval by the Seller shall not be required if an Event of Termination has
      occurred and is continuing) and (b) with respect to the VFCC Group,
      (i) Wachovia or any of its Affiliates, (ii) any Person managed by
      Wachovia or any of its Affiliates or (iii) any financial or other
      institution acceptable to the Investor Agent for such Group and approved in
      writing by the Seller (which approval by the Seller shall not be required if
      an
      Event of Termination has occurred and is continuing).

     

    “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 S&P and
      Baa3 by Moody’s;

     

    (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
      Institution” means a depository institution organized under the laws of the
      United States of America or any state thereof or the District of Columbia (or
      any domestic branch of a foreign bank authorized under any such laws),
      (a) whose senior long-term unsecured debt obligations are rated at least A-
      or better by S&P and A3 or better by Moody’s, and (b) which is subject
      to regulation regarding fiduciary funds on deposit substantially similar to
      12
      C.F.R. Section 9.10(b), if applicable, and (c) which has a combined capital
      and surplus of at least $100,000,000.

     

    “Eligible
      Investments” means book-entry securities entered on the books of the
      registrar of such securities and held in the name or on behalf of the Program
      Agent (in the case of the Collateral Advance Account) or the L/C Bank (in the
      case of the L/C Collateral Account), negotiable instruments or securities
      represented by instruments in bearer or registered form (registered in the
      name
      of the Program Agent or its nominee (in the case of the Collateral Advance
      Account) or the L/C Bank or its nominee (in the case of the L/C Collateral
      Account)) which evidence:

     

    (a)           readily
      marketable direct obligations of the Government of the United States or any
      agency or instrumentality thereof or obligations unconditionally guaranteed
      by
      the full faith and credit of the United States;


    
      
        
        

      

      
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    (b)           insured
      demand deposits, time deposits or certificates of deposit of any commercial
      bank
      that (i) is a member of the Federal Reserve System, (ii) issues (or the parent
      of which issues) commercial paper rated, at the time of the investment or
      contractual commitment to invest therein, as described in clause (d), (iii)
      is
      organized under the laws of the United States or any state thereof and (iv)
      has
      combined capital and surplus of at least $500,000,000;

     

    (c)           repurchase
      obligations with a term of not more than ten days for underlying securities
      of
      the types described in clauses (a) and (b) above entered into with any bank
      of
      the type described in clause (b) above;

     

    (d)           commercial
      paper (maturing no later than the Business Day prior to the first Settlement
      Date (Yield and Fees) following the date of purchase) having, at the time of
      the
      investment or contractual commitment to invest therein, the highest short-term
      rating from each of S&P and Moody’s;

     

    (e)           investments
      in no-load money market funds having a rating from each rating agency rating
      such fund in its highest investment category (including such funds for which
      the
      Program Agent or any of its Affiliates is investment manager or advisor);
      and

     

    (f)           any
      other investments agreed upon between the Seller and the Program
      Agent.

     

    “Eligible
      Receivable” means, at any time, 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 Originator or the
      Seller;

     

    (ii)           [intentionally
      omitted];

     

    (iii)           which
      is not a Defaulted Receivable;

     

    (iv)           the
      Obligor of which is not the Obligor of any Defaulted Receivables which in the
      aggregate constitute more than 20% 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 governing the perfection
      of
      the interest created by a Receivable Interest;

     

    (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) and is not settled on a net
      basis;

     

    (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 none of the Seller, any Originator, the Collection Agent or the Obligor
      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 Seller or the applicable
      Originator thereunder, unless a written consent of the Obligor has been
      obtained;

     

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

     

    (xiii)          which
      has not been extended, rewritten or otherwise modified from the original terms
      thereof (except as permitted by Section 6.02(c));

     

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

     

     

    
      
        
        

      

      
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    (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 Originator 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.

     

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

     

    “ERISA
      Affiliate” means any Person who for purposes of Title IV of ERISA is a
      member of the Parent’s controlled group, or under common control with the
      Parent, within the meaning of Section 414 of the Code, and the regulations
      promulgated and rulings issued thereunder.

     


    
      
        
        

      

      
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    “ERISA
      Event” means (i) the occurrence of a reportable event, within the
      meaning of Section 4043 of ERISA, unless the 30-day notice requirement with
      respect thereto has been waived by the PBGC; (ii) the provision by the
      administrator of any Plan of a notice of intent to terminate such Plan, pursuant
      to Section 4041(a) (2) of ERISA (including any such notice with respect to
      a plan amendment referred to in Section 4041(e) of ERISA); (iii) the
      cessation of operations at a facility in the circumstances described in
      Section 4068(f) of ERISA; (iv) the withdrawal by the Parent or an
      ERISA Affiliate from a Multiple Employer Plan during a plan year for which
      it
      was a substantial employer, as defined in Section 4001(a)(2) of ERISA;
      (v) the failure by the Parent or any ERISA Affiliate to make a payment to a
      Plan required under Section 302(f)(1) of ERISA, which Section imposes a
      lien for failure to make required payments; (vi) the adoption of an
      amendment to a Plan requiring the provision of security to such Plan, pursuant
      to Section 307 of ERISA; or (vii) the institution by the PBGC of
      proceedings to terminate a Plan, pursuant to Section 4042 of ERISA, or the
      occurrence of any event or condition which would constitute grounds under
      Section 4042 of ERISA for the termination of, or the appointment of a
      trustee to administer, a Plan.

     

    “Eurocurrency
      Liabilities” has the meaning assigned to that term in Regulation D of the
      Board of Governors of the Federal Reserve System, as in effect from time to
      time.

     

    “Eurodollar
      Rate” means, for any Fixed Period, an interest rate per annum equal to the
      rate per annum at which deposits in Dollars are offered by the principal office
      of Citibank in London, England to prime banks in the London interbank market
      at
      11:00 A.M. (London Time) two Business Days before the first day of such Fixed
      Period in an amount substantially equal to the Capital associated with such
      Fixed Period on such first day and for a period equal to such Fixed
      Period.

     

    “Eurodollar
      Rate Reserve Percentage” of any Investor or Bank for any Fixed Period in
      respect of which Yield is computed by reference to the Eurodollar Rate means
      the
      reserve percentage applicable two Business Days before the first day of such
      Fixed Period under regulations issued from time to time by the Board of
      Governors of the Federal Reserve System (or any successor) (or if more than
      one
      such percentage shall be applicable, the daily average of such percentages
      for
      those days in such Fixed Period during which any such percentage shall be so
      applicable) for determining the maximum reserve requirement (including, without
      limitation, any emergency, supplemental or other marginal reserve requirement)
      for such Investor or Bank with respect to liabilities or assets consisting
      of or
      including Eurocurrency Liabilities (or with respect to any other category of
      liabilities that includes deposits by reference to which the interest rate
      on
      Eurocurrency Liabilities is determined) having a term equal to such Fixed
      Period.

     

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

     

    “Excess
      Interest” means, in respect of Cash Secured Advances at any time, the excess
      of (i) the aggregate unpaid accrued interest on the Cash Secured Advances at
      such time over (ii) the aggregate interest and dividends received by the Program
      Agent in respect of the Term-Out Bank Collateral and available for withdrawal
      from the Collateral Advance Account at such time.

     


    
      
        
        

      

      
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    “Exchange
      Rate Protection Factor” means, with respect to Receivables that are
      denominated in Canadian Dollars, an amount, as determined by the Program Agent
      in its sole discretion, to protect the Investors and the Banks against adverse
      fluctuations in the exchange rate between Dollars and Canadian Dollars.
      Initially, the “Exchange Rate Protection Factor” shall
      be
      6.00%.

     

    “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 an Originator arising
      from the sale of consigned goods by such Originator, (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 Seller and the relevant Originator to each of the Agents (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 Program Agent 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
      Fee Agreement” has the meaning specified in Section 2.05(b).

     

    “Facility
      Termination Date” means the earliest of (a) July 18, 2012 or (b) the date
      determined pursuant to Section 7.01, (c) the date the Purchase Limit reduces
      to
      zero pursuant to Section 2.01(b), or (d) the Repurchase Date pursuant to Section
      2.20.

     

    “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 the Program Agent from three Federal funds brokers of recognized
      standing selected by it.

     

    “Fee
      Agreements” means, collectively, the Agent Fee Agreement, the Facility Fee
      Agreement and the L/C Fee Agreement.

     


    
      
        
        

      

      
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    “Fees”
      means the fees payable pursuant to the Fee Agreements.

     

    “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.

     

    “Fixed
      Period” means, with respect to any Receivable Interest:

     

    (a)           in
      the case of any Fixed Period in respect of which Yield is computed by reference
      to the Investor Rate, each successive period commencing on each CP Fixed Period
      Date for such Receivable Interest and ending on the next succeeding CP Fixed
      Period Date for such Receivable Interest; and

     

    (b)           in
      the case of any Fixed Period in respect of which Yield is computed by reference
      to the Assignee Rate, each successive period of from one to and including 29
      days, or a period of one month, as the Seller shall select and the Investor
      Agent for the relevant Investor or Bank may approve on notice by the Seller
      received by such Investor Agent (including notice by telephone, confirmed in
      writing) not later than 11:00 A.M. (New York City time) on (A) the day which
      occurs three Business Days before the first day of such Fixed Period (in the
      case of Fixed Periods in respect of which Yield is computed by reference to
      the
      Eurodollar Rate) or (B) the first day of such Fixed Period (in the case of
      Fixed
      Periods in respect of which Yield is computed by reference to the Alternate
      Base
      Rate), each such Fixed Period for such Receivable Interest to commence on the
      last day of the immediately preceding Fixed Period for such Receivable Interest
      (or, if there is no such Fixed Period, on the date of purchase of such
      Receivable Interest), except that if such Investor Agent shall not have
      received such notice, or such Investor Agent and the Seller shall not have
      so
      mutually agreed, before 11:00 A.M. (New York City time) on such day, such Fixed
      Period shall be one day;

     

    provided,
      however, that:

     

    (i)           any
      Fixed Period (other than of one day) which would otherwise end on a day which
      is
      not a Business Day shall be extended to the next succeeding Business Day
(provided, however, if Yield in respect of such Fixed Period is
      computed by reference to the Eurodollar Rate, and such Fixed Period would
      otherwise end on a day which is not a Business Day, and there is no subsequent
      Business Day in the same calendar month as such day, such Fixed Period shall
      end
      on the next preceding Business Day);

     

    (ii)           in
      the case of any Fixed Period of one day, (A) if such Fixed Period is the initial
      Fixed Period for a Receivable Interest, such Fixed Period shall be the day
      of
      the purchase of such Receivable Interest; (B) any subsequently occurring Fixed
      Period which is one day shall, if the immediately preceding Fixed Period is
      more
      than one day, be the last day of such immediately preceding Fixed Period and,
      if
      the immediately preceding Fixed Period is one day, be the day next following
      such immediately preceding Fixed Period; and (C) if such Fixed Period occurs
      on
      a day immediately preceding a day which is not a Business Day, such Fixed Period
      shall be extended to the next succeeding Business Day; and

     


    
      
        
        

      

      
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    (iii)
      in
      the case of any Fixed Period for any Receivable Interest which commences before
      the Termination Date for such Receivable Interest and would otherwise end on
      a
      date occurring after such Termination Date, such Fixed Period shall end on
      such
      Termination Date and the duration of each Fixed Period which commences on or
      after the Termination Date for such Receivable Interest shall be of such
      duration (including, without limitation, one day) as shall be selected by the
      Program Agent with the consent of the Investor Agents or, in the absence of
      any
      such selection, each period of thirty days from the last day of the immediately
      preceding Fixed Period.

     

    “Funds
      Transfer Letter” means a letter in substantially the form of Annex E hereto
      executed and delivered by the Seller to the Program Agent and the Investor
      Agents, as the same may be amended or restated in accordance with the terms
      thereof.

     

    “Group”
      means (a) with respect to CAFCO, its Investor Agent, its Related Banks and
      CAFCO, and (b) with respect to VFCC, its Investor Agent, its Related Banks
      and
      VFCC.

     

    “Indemnified
      Party” has the meaning specified in Section 10.01.

     

    “Indemnified
      Taxes” has the meaning specified in Section 2.10.

     

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

     

    “Investor”
      means CAFCO, VFCC and all other owners by assignment of a Receivable Interest
      originally purchased by CAFCO or VFCC.

     

    “Investor
      Agent” means (a) with respect to CAFCO and its Related Banks, CNAI or
      any successor investor agent designated by such parties, and (b) with
      respect to VFCC and its Related Banks, Wachovia or any successor investor agent
      designated by such parties.

     

    “Investor
      Agent’s Account” means (a) with respect to CAFCO and its Related Banks,
      the special account (account number 4063-6695) of their Investor Agent
      maintained at the office of Citibank at 399 Park Avenue, New York, New York
      (ABA
      #021-000-089), or such other account as such Investor Agent shall designate
      in
      writing to the Seller, the Collection Agent and the Program Agent, and
      (b) with respect to VFCC and its Related Banks, the special account
      (account number 2000002391825) of their Investor Agent maintained at the office
      of Wachovia at 201 S. College Street, Charlotte, North Carolina (ABA
      #053-000-219), or such other account as such Investor Agent shall designate
      in
      writing to the Seller, the Collection Agent and the Program Agent.

     

    “Investor
      Purchase Limit” means (a) with respect to the CAFCO Group,
      $125,000,000, and (b) with respect to the VFCC Group, $125,000,000. Any
      reduction (or termination) of the Purchase Limit by Seller pursuant to
      Section 2.01(b) shall reduce ratably (or terminate) each Group’s Investor
      Purchase Limit.

     


    
      
        
        

      

      
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    “Investor
      Rate” means for any Fixed Period for any Receivable Interest:

     

    (a)           with
      respect to CAFCO, the per annum rate equivalent to the weighted average of
      the
      per annum rates paid or payable by such Investor from time to time as interest
      on or otherwise (by means of interest rate hedges or otherwise) in respect
      of
      those Promissory Notes issued by such Investor that are allocated, in whole
      or
      in part, by such Investor’s Investor Agent (on behalf of such Investor) to fund
      the purchase or maintenance of such Receivable Interest during such Fixed Period
      as determined by such Investor Agent (on behalf of such Investor) and reported
      to the Seller, the Program Agent and, if the Collection Agent is not the Seller,
      the Collection Agent, which rates shall reflect and give effect to (i) the
      commissions of placement agents and dealers (currently 5 basis points per annum)
      in respect of such Promissory Notes, to the extent such commissions are
      allocated, in whole or in part, to such Promissory Notes by such Investor Agent
      (on behalf of such Investor) and (ii) an administrative fee of 2 basis points
      per annum; provided, however, that (a) if any component of such rate is a
      discount rate, in calculating the “Investor Rate” for such Fixed Period
      such Investor Agent shall for such component use the rate resulting from
      converting such discount rate to an interest bearing equivalent rate per annum;
      (b) the Investor Rate with respect to Receivable Interests funded by CAFCO’s
      Participants shall be the same rate as in effect from time to time on Receivable
      Interests or portions thereof that are not funded by one of its Participants;
      (c) if all of the Receivable Interests maintained by CAFCO are funded by its
      Participants, then the Investor Rate shall be CAFCO’s pool funding rate in
      effect from time to time for its largest size pool of transactions which settles
      monthly; and (d) the per annum rate determined pursuant hereto shall be
      increased by 2% at any time when an Event of Termination shall
      exist.

     

    (b)           with
      respect to VFCC, the sum of (i) the per annum interest rate that, when applied
      to the weighted average outstanding Capital of such Receivable Interest funded
      by VFCC through the issuance of commercial paper notes for the actual number
      of
      days elapsed in such Fixed Period, would result in an amount of accrued interest
      equivalent to VFCC’s CP Costs for such Fixed Period plus (ii) an administrative
      fee of 2 basis points per annum.

     

    “L/C
      Bank” has the meaning specified in Section 2.18(a).

     

    “L/C
      Collateral Account” has the meaning specified in
      Section 2.19.

     

    “L/C
      Facility Limit” means 80% of the then applicable Investor Purchase Limit for
      the VFCC Group.

     

    “L/C
      Fee Agreement” has the meaning specified in
      Section 2.18(n).

     

    “L/C
      Receivable Interest” has the meaning specified in
      Section 2.18(a).

     


    
      
        
        

      

      
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    “L/C
      Termination Date” means the earliest of (i) five days prior to the date
      set forth in clause (a) of the definition of Commitment Termination Date (as
      the
      same may be extended from time to time), (ii) the Commitment Termination
      Date and (iii) the Cash Secured Advance Commencement Date for the VFCC
      Group.

     

    “Letter
      of Credit” means any standby letter of credit issued by Wachovia for the
      account of the Seller pursuant to this Agreement.

     

    “Letter
      of Credit Application” means the L/C Bank’s form of application agreement
      for a standby letter of credit.

     

    “Liquidation
      Day” means, for any Receivable Interest, (i) each day during a Fixed Period
      for such Receivable Interest on which the conditions set forth in Section 3.02
      are not satisfied, and (ii) each day which occurs on or after the Termination
      Date for such Receivable Interest.

     

    “Liquidation
      Fee” means, for (i) any Fixed Period for which Yield is computed by
      reference to the Investor Rate and a reduction of Capital is made for any reason
      on any day or (ii) any Fixed Period for which Yield is computed by reference
      to
      the Eurodollar Rate and a reduction of Capital is made for any reason on any
      day
      other than the last day of such Fixed Period, the amount, if any, by which
      (A)
      the additional Yield (calculated without taking into account any Liquidation
      Fee
      or any shortened duration of such Fixed Period pursuant to clause (iii) of
      the
      definition thereof) which would have accrued from the date of such repayment
      to
      the last day of such Fixed Period (or, in the case of clause (i) above, the
      maturity of the underlying commercial paper tranches) on the reductions of
      Capital of the Receivable Interest relating to such Fixed Period had such
      reductions remained as Capital, exceeds (B) the income, if any, received by
      the
      Investors or the Banks which hold such Receivable Interest from the investment
      of the proceeds of such reductions of Capital.

     

    “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.

     

    “Loss
      Horizon Ratio” means, as of any date, a ratio computed by dividing (i) the
      aggregate Outstanding Balance (in each case, at the time of creation) of all
      Originator Receivables created by the Originators during the three most recently
      ended calendar months by (ii) the Outstanding Balance of Originator Receivables
      (other than Defaulted Receivables) minus the aggregate amount of Unapplied
      Cash/Credit Memos as at the last day of the most recently ended calendar
      month.

     

    “Loss
      Ratio” means, for any calendar month, the ratio determined as (a) the sum of
      (i) the aggregate Outstanding Balance of Originator Receivables which were
      61 -
      90 days past due plus (ii) (without duplication) the aggregate amount of
      write-offs during such calendar month of Originator Receivables which were
      less
      than 61 days past due, divided by (b) the aggregate Outstanding Balance (in
      each
      case, at the time of creation) of Originator Receivables created during the
      third preceding calendar month.

     


    
      
        
        

      

      
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    “Loss
      Reserve Floor Percentage” means, as of any date, four times the Normal
      Concentration Limit.

     

    “Loss-to-Liquidation
      Ratio” means the ratio (expressed as a percentage) computed as of the last
      day of each calendar month by dividing (i) the aggregate Outstanding Balance
      of
      all Originator Receivables written off by the Originators or the Seller, or
      which should have been written off by the Originators or the Seller in
      accordance with the Credit and Collection Policy, during the calendar month
      ending on such last day by (ii) the aggregate amount of Collections (other
      than
      deemed Collections paid pursuant to Section 2.04(e)(i)) of Originator
      Receivables actually received during such calendar month.

     

    “Majority
      Banks” shall mean (i) at any time when there are only two Banks party
      hereto, both such Banks, and (ii) at all other times, Banks having Bank
      Commitments that aggregate more than 50% of the Purchase Limit or, if the Bank
      Commitments have been terminated, Banks either holding Receivable Interests
      (or
      interests therein) or obligated to purchase interests in Receivable Interests
      pursuant to their respective Asset Purchase Agreements which aggregate more
      than
      50% of all outstanding Receivable Interests.

     

    “Maximum
      Percentage Factor” means 94.50% or, if Weekly Reports are required to be
      delivered pursuant to Section 6.02(g)(ii), 97.25%.

     

    “Modification”
      and “Modify” have the meanings specified in
      Section 2.18(c).

     

    “Monthly
      Report” means a report in substantially the form of Annex A-1 hereto setting
      forth the calculation of the Net Receivables Pool Balance, the calculations
      of
      each of the Aggregate Loss and Dilution Reserve and the Yield and Fee Reserve,
      the Percentage Factor (as of the date of such report) and providing Receivable
      performance and program documentation compliance
      information for the previous calendar month, and containing such additional
      information as any Agent may reasonably request from time to time, furnished
      by
      the Collection Agent pursuant to Section 6.02(g)(i).

     

    “Moody’s”
      means Moody’s Investors Service, Inc.

     

    “Multiemployer
      Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of
      ERISA, to which the Parent or any ERISA Affiliate is making or accruing an
      obligation to make contributions, or has within any of the preceding five plan
      years made or accrued an obligation to make contributions, such plan being
      maintained pursuant to one or more collective bargaining
      agreements.

     

    “Multiple
      Employer Plan” means a single employer plan, as defined in
      Section 4001(a)(15) of ERISA, which (i) is maintained for employees of the
      Parent or an ERISA Affiliate and at least one Person other than the Parent
      and
      its ERISA Affiliates or (ii) was so maintained and in respect of which the
      Parent or an ERISA Affiliate could have liability under Section 4064 or 4069
      of
      ERISA in the event such plan has been or were to be terminated.

     


    
      
        
        

      

      
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    “Net
      Receivables Pool Balance” means at any time the Outstanding Balance of
      Eligible Receivables then in the Receivables Pool reduced by the sum of (without
      duplication) (i) the aggregate amount by which the Outstanding Balance of
      Eligible Receivables of each Obligor then in the Receivables Pool exceeds the
      product of (A) the Concentration Limit for such Obligor multiplied by (B) the
      Net Receivables Pool Balance, (ii) the aggregate amount by which the
      Outstanding Balance of Eligible Receivables of all Obligors with a billing
      address in Mexico then in the Receivables Pool exceeds 3.5% of the Net
      Receivables Pool Balance, (iii) the aggregate amount by which the
      Outstanding Balance of Eligible Receivables of all Obligors with a billing
      address in China then in the Receivables Pool exceeds 1% of the Net Receivables
      Pool Balance, (iv) the aggregate amount by which the Outstanding Balance of
      Eligible Receivables of all Obligors with a billing address in an Eligible
      Country (including Mexico and China, if such countries are then Eligible
      Countries) then in the Receivables Pool exceeds 7% of the Net Receivables Pool
      Balance, (v) the aggregate outstanding amount of deposits received by the
      Originators from any Obligors with respect to Receivables then in the
      Receivables Pool, (vi) the aggregate amount of Unapplied Cash/Credit Memos
      at such time, (vii) the aggregate of all potential set-off amounts representing
      amounts owed by any Originator (or its Affiliates) to any Obligor, (viii) the
      aggregate of all potential set-off amounts representing amounts not yet owed
      but
      expected to be owed (based on historical data and otherwise reasonably
      determined by the Agents) by any Originator (or its Affiliates) to any Obligor
      on account of purchases of scrap metal, determined over a period of time after
      the Amortization Date equal to the highest of the Three-Month Receivable
      Turnover Ratios calculated for each of the twelve most recently ended calendar
      months; provided that the amounts in this clause (viii) shall only be
      deducted if (A) Parent’s Debt Rating is lower than BB- by S&P or lower than
      Ba3 by Moody’s and (B) the Amortization Date has occurred, (ix) the product
      (expressed as a Dollar Equivalent) of (A) the Exchange Rate Protection Factor
      multiplied by (B) the Outstanding Balance of Receivables denominated in Canadian
      Dollars, (x) the aggregate amount of charge-backs not included in any credit
      memo issued by the applicable Originator, (xi) the aggregate amount which the
      Originators have agreed to pay to Obligors with respect to returnable “cores”
and packaging and (xii) the aggregate amount of accruals on the books of the
      Originators relating to in-transit scrap metal and scrap metal
      sales.

     

    “Non-Pro-Rata
      Allocation” has the meaning specified in Section 2.01(a).

     

    “Normal
      Concentration Limit” has the meaning specified in the definition of
“Concentration Limit”.

     

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

     

    “Originator”
      means the Parent and each of the Subsidiaries of the Parent which from time
      to
      time is a party to, and is a “seller” under the Originator Purchase Agreement.
      At the date of this Agreement, the Originators are those Persons designated
      on
      Schedule VI.

     

    “Originator
      Purchase Agreement” means the Purchase and Contribution Agreement dated as
      of the date of this Agreement among the Originators, as sellers, the Parent,
      as
      collection agent, and the Seller, as purchaser, as the same may be amended,
      modified or restated from time to time.

     


    
      
        
        

      

      
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    “Originator
      Receivable” means the indebtedness of any Obligor resulting from the
      provision or sale of merchandise or services by any Originator 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 “Originator Receivable” shall not include any
      Excluded Receivable.

     

    “Other
      Companies” means the Originators and all of their Subsidiaries except the
      Seller.

     

    “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.

     

    “Participant”
      has the meaning specified in Section 11.03(h).

     

    “PBGC”
      means the Pension Benefit Guaranty Corporation or any entity succeeding to
      all
      or any of its functions under ERISA.

     

    “Percentage”
      of any Bank means, (a) with respect to Citibank, the percentage set forth on
      the
      signature page to this Agreement, or such amount as reduced or increased by
      any
      Assignment and Acceptance entered into with an Eligible Assignee, (b) with
      respect to Wachovia, the percentage set forth on the signature page to this
      Agreement, or such amount as reduced by any Assignment and Acceptance entered
      into with an Eligible Assignee, or (c) with respect to a Bank that has entered
      into an Assignment and Acceptance, the amount set forth therein as such Bank’s
      Percentage, or such amount as reduced or increased by an Assignment and
      Acceptance entered into between such Bank and an Eligible Assignee.

     

    “Percentage
      Factor” means, at any time, a percentage equal to (i) the sum of the
      outstanding Capital plus the Aggregate Loss and Dilution Reserve
plus the Yield and Fee Reserve divided by (ii) the Net Receivables
      Pool
      Balance. For purposes of Section 6.06(ix), the Percentage Factor is to be
      computed daily to reflect changes in the Net Receivables Pool Balance and
      Capital. Otherwise, the Percentage Factor is to be calculated as of the last
      day
      of the reporting period covered by each Seller Report and shall be set forth
      in
      each Seller Report.

     

    “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.

     

    “Plan”
      means a Single Employer Plan or a Multiple Employer Plan.

     

    
      “Pooled
        Commercial Paper” means commercial paper notes of VFCC subject to any
        particular pooling arrangement by VFCC, but excluding commercial paper issued
        by
        VFCC for a tenor and in an amount specifically requested by any Person in
        connection with any agreement effected by VFCC.

    

     


    
      
        
        

      

      
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    “Pool
      Receivable” means a Receivable in the Receivables Pool.

     

    “Pro
      Forma Balance Sheet” has the meaning specified in
      Section 3.01(m).

     

    “Program
      Agent” has the meaning specified in the introductory paragraph
      hereof.

     

    “Promissory
      Notes” means, collectively, (i) promissory notes issued by CAFCO and (ii)
      participations sold by CAFCO pursuant to Section 11.03(h); provided
      that the term “Promissory Notes” shall not include the interests sold by
      CAFCO to a Bank or its designee under an Asset Purchase Agreement.

     

    “Purchase
      Limit” means $250,000,000, as such amount may be reduced pursuant to
      Section 2.01(b). References to the unused portion of the Purchase Limit
      shall mean, at any time, the Purchase Limit, as then reduced pursuant to
      Section 2.01(b), minus the then outstanding Capital of Receivable Interests
      under this Agreement.

     

    “Ratable
      Share” means, at any time in respect of any Bank, the percentage obtained by
      dividing the amount of such Bank’s Bank Commitment at such time by the aggregate
      amount of the Bank Commitments of all the Banks in such Bank’s Group at such
      time.

     

    “Receivable”
      means any Originator Receivable which has been acquired by the Seller from
      an
      Originator by purchase or by capital contribution pursuant to the Originator
      Purchase Agreement.

     

    “Receivable
      Interest” means, at any time, an undivided percentage ownership interest in
      (i) all then outstanding Pool Receivables, (ii) all Related Security with
      respect to such Pool Receivables, and (iii) all Collections with respect to,
      and
      other proceeds of, such Pool Receivables. Such undivided percentage interest
      shall be computed as:

     

    _C_

    AC

     

    where:

     

    
      	
               

            	
              C

            	
              =

            	
              the
                Capital of such Receivable Interest at the time of
                computation.

            


    

     

    
      	
               

            	
              AC

            	
              =

            	
              the
                aggregate Capital of all Receivable Interests at the time of
                computation.

            


    

     

    Each
      Receivable Interest shall be determined from time to time pursuant to the
      provisions of Section 2.03. For the avoidance of doubt, the term “Receivable
      Interest” includes an L/C Receivable Interest.

     

     

     

    
      
        
        

      

      
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    “Receivable
      Turnover Ratio” means, for any month, a ratio determined as:

     

    (RPB/CO)
      x (30 + CDP)

     

    where:

     

    
      	
               

            	
              RPB

            	
              =

            	
              the
                aggregate Outstanding Balance of Eligible Receivables in the Receivables
                Pool at the end of such month.

            


    

     

    
      	
               

            	
              CO

            	
              =

            	
              Collections
                received during such month.

            


    

     

    
      	
               

            	
              CDP

            	
              =

            	
              the
                Collection Delay Period.

            


    

     

    “Receivables
      Pool” means at any time the aggregation of each then outstanding
      Receivable.

     

    “Register”
      has the meaning specified in Section 11.03(c).

     

    “Reimbursement
      Obligation” has the meaning specified in Section 2.18(g).

     

    “Related
      Bank” means (a) with respect to CAFCO, Citibank, each Bank which has
      entered into an Assignment and Acceptance with Citibank, and each assignee
      (directly or indirectly) of any such Bank, which assignee has entered into
      an
      Assignment and Acceptance, and (b) with respect to VFCC, Wachovia, each
      Bank which has entered into an Assignment and Acceptance with Wachovia, and
      each
      assignee (directly or indirectly) of any such Bank, which assignee has entered
      into an Assignment and Acceptance.

     

    “Related
      Security” means with respect to any Receivable:

     

    (i)          all
      of the 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

     

    (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.

     

    “Repurchase
      Date” has the meaning specified in Section 2.20.

     


    
      
        
        

      

      
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    “Revolving
      Period” means the period beginning on the date of the initial purchase
      hereunder and terminating at the close of business on the Business Day
      immediately preceding the date on which the Termination Date shall have occurred
      for all Receivable Interests.

     

    “S&P”
      means Standard and Poor’s, a division of The McGraw-Hill Companies,

     

    “SEC”
      means the Securities and Exchange Commission.

     

    “Seller
      Report” means a Monthly Report or a Weekly Report.

     

    “Settlement
      Date (Capital)” means the second Business Day following the date on which
      each Monthly Report or Weekly Report, as the case may be, is required to be
      delivered to the Agent hereunder; provided, however, that if the
      Termination Date shall occur with respect to all Receivable Interests, the
      Settlement Date (Capital) shall be the date(s) selected by the Agent or, in
      the
      absence of any such selection, the “Settlement Date (Capital)” shall be each
      Business Day.

     

    “Settlement
      Date (Yield and Fees)” for any Receivable Interest means the last day of
      each Fixed Period for such Receivable Interest; provided, however,
      that if Yield with respect to such Receivable Interest is computed by reference
      to the Investor Rate and no Liquidation Day exists on the last day of a Fixed
      Period for such Receivable Interest, the Settlement Date (Yield and Fees) for
      such Receivable Interest for such Fixed Period shall be the second Business
      Day
      after the last day of such Fixed Period.

     

    “Single-Employer
      Plan” means a single employer plan, as defined in Section 4001(a)(15)
      of ERISA, which (i) is maintained for employees of the Parent or an ERISA
      Affiliate and no Person other than the Parent and its ERISA Affiliates or
      (ii) was so maintained and in respect of which the Parent or an ERISA
      Affiliate could have liability under Section 4069 of ERISA in the event such
      plan has been or were to be terminated.

     

    “Subsidiary”
      means any corporation or other entity of which securities having ordinary voting
      power to elect a majority of the board of directors or other persons performing
      similar functions are at the time directly or indirectly owned by the Seller,
      the Parent or an Originator, as the case may be, or by one or more Subsidiaries,
      or by the Seller, the Parent or an Originator, as the case may be, and one
      or
      more Subsidiaries.

     

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

     


    
      
        
        

      

      
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    “Term
      Period” means, for any Group, the period commencing on the Cash Secured
      Advance Commencement Date, if any, for such Group and ending on the first day
      on
      which the Termination Date for all Receivable Interests held by the members
      of
      such Group has occurred.

     

    “Termination
      Date” for any Receivable Interest means (i) in the case of a Receivable
      Interest owned by an Investor, the earlier of (a) the Business Day which the
      Seller or the Investor Agent for such Investor so designates by notice to the
      other (with a copy to the Program Agent and the other Investor Agents) at least
      one Business Day in advance for such Receivable Interest and (b) the Facility
      Termination Date and (ii) in the case of a Receivable Interest owned by a Bank,
      the earlier of (a) the Business Day which the Seller so designates by notice
      to
      the Program Agent and the Investor Agents at least one Business Day in advance
      for such Receivable Interest and (b) the Commitment Termination
      Date.

     

    “Term-Out
      Bank” means any Bank which is a member of a Group for which the Term Period
      has commenced.

     

    “Term-Out
      Bank Collateral” has the meaning specified in Section 2.17(b).

     

    “Term-Out
      Bank Purchase Date” means, for any Group, the Commitment Termination Date
      for such Group determined pursuant to clause (a) of the definition thereof,
      without giving effect to the final proviso at the end of the definition of
      Commitment Termination Date.

     

    “Three-Month
      Loss Ratio” means, for any calendar month, the average of the Loss Ratios
      for such calendar month and the two immediately preceding calendar
      months.

     

    “Three-Month
      Receivable Turnover Ratio” means, for any calendar month, the average of the
      Receivable Turnover Ratio for such calendar month and the two immediately
      preceding calendar months.

     

    “Transaction
      Document” means any of this Agreement, the Originator Purchase Agreement,
      the Deposit Account Agreements, the Fee Agreements, the Undertaking, the
      Collateral Advance Account Agreement, all amendments and waivers to any of
      the
      foregoing and all other agreements and documents delivered and/or related hereto
      or thereto.

     

    “Transfer
      Event” means the occurrence of any of the following events:

     

    (i)           a
      Collection Agent Default; or

     

    (ii)           an
      event that but for notice or lapse of time or both would constitute a Collection
      Agent Default of the type described in clause (c) of the definition thereof;
      or

     

    (iii)           an
      Event of Termination; or

     

    (iv)           an
      Incipient Event of Termination pursuant to Section 7.01(g).

     


    
      
        
        

      

      
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    “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.

     

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

     

    “Unapplied
      Cash/Credit Memos” means, as at any time, the sum of (i) the aggregate
      amount of Collections (expressed as the Dollar Equivalent, if any such amount
      is
      in Canadian Dollars) on hand at such time for payment on account of any Eligible
      Receivables, the Obligor of which has not been identified and (ii) the aggregate
      Outstanding Balance of all Receivables in respect of which any credit memo
      issued by the applicable Originator or the Seller is outstanding at such time
      to
      the extent deemed Collections have not been paid pursuant to Section
      2.04(e).

     

    “Undertaking”
      means the Undertaking Agreement dated as of the date hereof made by the Parent
      in favor of the Seller, and assigned to the Program Agent, and relating to
      the
      obligations of the Originators (other than the Parent), substantially in the
      form of Annex F hereto, as the same may be amended, modified or restated from
      time to time.

     

    “VFCC”
      means Variable Funding Capital Company LLC and any successor or assign of VFCC
      that is a receivables investment company which in the ordinary course of its
      business issues commercial paper or other securities to fund its acquisition
      and
      maintenance of receivables.

     

    “VFCC
      Group” means the Group in which VFCC is the Investor.

     

    “Wachovia”
      means Wachovia Bank, National Association, a national banking
      association.

     

    “Weekly
      Report” means a report in substantially the form of Annex A-2 hereto setting
      forth (i) updated as to the Outstanding Balance of Pool Receivables and
      Unapplied Cash/Credit Memos and (ii) the calculation of the Net Receivables
      Pool
      Balance, the calculation (based on data in the most recent Monthly Report)
      of
      each of the Aggregate Loss and Dilution Reserve and the Yield and Fee Reserve
      and the Percentage Factor and containing such additional information as any
      Agent may reasonably request from time to time, furnished by the Collection
      Agent pursuant to Section 6.02(g)(ii).

     

    “Weekly
      Reporting Period” means any time when both of the following conditions
      exist: (i) the Parent’s Debt Rating is below BBB- by S&P (or is withdrawn or
      suspended by S&P) and is below Baa3 by Moody’s (or is withdrawn or suspended
      by Moody’s) and (ii) the Percentage Factor is greater than 70%.

     

    “Winchester
      Extended Term Receivable” means an Originator Receivable (i) the Originator
      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.

     


    
      
        
        

      

      
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    “Yield”
      means for each Receivable Interest for each Fixed Period:

     

    (i)           for
      each day during each Fixed Period to the extent an Investor will be funding
      its
      portion of such Receivable Interest through the issuance of Promissory Notes,
      commercial paper or other promissory notes, as the case may be,

     

    IR
      x C
      x ED

    360

     

    (ii)           for
      each day during such Fixed Period to the extent (x) an Investor will not be
      funding its portion of such Receivable Interest through the issuance of
      Promissory Notes, commercial paper or other promissory notes, as the case may
      be, or (y) a Bank will be funding its portion of such Receivable
      Interest,

     

    AR
      x C
      x ED

    360

     

    where:

     

    
      	
               

            	
              AR

            	
              =

            	
              the
                Assignee Rate for such portion of such Receivable Interest for such
                Fixed
                Period

            


    

     

    
      	
               

            	
              C

            	
              =

            	
              the
                Capital of such portion of such Receivable Interest during such Fixed
                Period

            


    

     

    
      	
               

            	
              IR

            	
              =

            	
              the
                Investor Rate for such portion of such Receivable Interest for such
                Fixed
                Period

            


    

     

    
      	
               

            	
              ED

            	
              =

            	
              the
                actual number of days elapsed during such portion of such Fixed
                Period

            


    

     

    provided
      that no provision of this Agreement shall require the payment or permit the
      collection of Yield in excess of the maximum permitted by applicable law; and
      provided further that Yield for any Receivable Interest shall not
      be considered paid by any distribution to the extent that at any time all or
      a
      portion of such distribution is rescinded or must otherwise be returned for
      any
      reason.

     


    
      
        
        

      

      
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    “Yield
      and Fee Reserve” means, on any date, an amount equal to

     

    (C
      x
      YFRP) + (CAFP x OB) + AUYF

     

    where:

     

    
      	
               

            	
              C

            	
              =

            	
              the
                aggregate Capital of all Receivable Interests at the close of business
                of
                the Collection Agent on such date.

            


    

     

    
      	
               

            	
              YFRP

            	
              =

            	
              the
                Yield and Fee Reserve Percentage on such
                date.

            


    

     

    
      	
               

            	
              CAFP

            	
              =

            	
              the
                Collection Agent Fee Reserve Percentage on such
                date.

            


    

     

    
      	
               

            	
              OB

            	
              =

            	
              the
                aggregate Outstanding Balance of all Originator Receivables at the
                end of
                the most recently ended calendar
                month.

            


    

     

    
      	
               

            	
              AUYF

            	
              =

            	
              accrued
                and unpaid Yield, Collection Agent Fee and Fees on such date, for
                all
                Receivable Interests.

            


    

     

    “Yield
      and Fee Reserve Percentage” means, on any date, a percentage equal
      to

     

    [(AER
      x 1.5) + AM + PF] x RTR

    360

     

    where:

     

    
      	
               

            	
              AER

            	
              =

            	
              the
                one-month Adjusted Eurodollar Rate in effect on such
                date.

            


    

     

    
      	
               

            	
              AM

            	
              =

            	
              the
                Applicable Margin over the Eurodollar Rate used in the calculation
                of the
                Assignee Rate in effect on such
                date.

            


    

     

    
      	
               

            	
              PF

            	
              =

            	
              the
                Program Fee (as defined in the Facility Fee Agreement), in effect
                on such
                date.

            


    

     

    
      	
               

            	
              RTR

            	
              =

            	
              the
                highest of the Three-Month Receivable Turnover Ratios calculated
                for each
                of the twelve most recently ended calendar
                months.

            


    

     

    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 THE PURCHASES

       

      SECTION
        2.01. Purchase Facility. (a) On the terms and
        conditions hereinafter set forth, each of CAFCO and VFCC may, in its sole
        discretion, ratably in accordance with the Investor Purchase Limit of its
        Group,
        and, if and to the extent CAFCO or VFCC does not make a purchase, the Related
        Banks for such Investor shall, ratably in accordance with their respective
        Bank
        Commitments, purchase Receivable Interests from the Seller from time to time
        during the period from the date hereof to the Facility Termination Date (in
        the
        case of the Investors) and to the Commitment Termination Date (in the case
        of
        the Banks); provided, however, that during the Term Period for any
        Group, the Investor in such Group shall not purchase any Receivable Interests
        hereunder. Under no circumstances shall the Investors make any such purchase,
        or
        the Banks be obligated to make any such purchase, if after giving effect
        to such
        purchase the aggregate outstanding Capital of Receivable Interests would
        exceed
        the Purchase Limit. Notwithstanding the foregoing, at any time when L/C
        Receivable Interests are outstanding and a request for an additional purchase
        is
        made hereunder (which complies with the limitation in the immediately preceding
        sentence) but which, if allocated ratably in accordance with the respective
        Investor Purchase Limits or Bank Commitments as set forth in the second
        preceding sentence, would cause the aggregate Capital of Receivable Interests
        (including L/C Receivable Interests) held by the Investors and the Banks
        in the
        VFCC Group to exceed the Investor Purchase Limit for such Group, then such
        excess shall be allocated to, and shall be purchased by, the Investors or
        Banks
        in the CAFCO Group, subject to the other terms and conditions of this Article
        II
        and Article III (any purchase pursuant to such allocation being referred
        to
        herein as a “Non-Pro-Rata Allocation”).

    

     


    
      
        
        

      

      
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    (b)           The
      Seller may at any time, upon at least five Business Days’ notice to the Program
      Agent and the Investor Agents, terminate the facility provided for in this
      Agreement in whole or, from time to time, reduce in part the unused portion
      of
      the Purchase Limit; provided that each partial reduction shall be in the
      amount of at least $1,000,000 or an integral multiple thereof.

     

    (c)           Until
      the Program Agent (or any Investor Agent with respect to its Investor) gives
      the
      Seller the notice provided in Section 3.02(c)(iii), the Program Agent, on behalf
      of the Investors which own Receivable Interests, may have the Collections
      attributable to such Receivable Interests automatically reinvested pursuant
      to
      Section 2.04 in additional undivided percentage interests in the Pool
      Receivables by making an appropriate readjustment of such Receivable Interests.
      The Program Agent, on behalf of the Banks which own Receivable Interests, shall
      have the Collections attributable to such Receivable Interests automatically
      reinvested pursuant to Section 2.04 in additional undivided percentage interests
      in the Pool Receivables by making an appropriate readjustment of such Receivable
      Interests.

     

    (d)           At
      least three Business Days prior to the Cash Secured Advance Commencement Date
      for any Group, the Seller shall notify the Investor Agent for such Group if
      the
      Seller wishes the Banks in such Group to make the advances described in this
      Section 2.01(d). Following such notice, on the Cash Secured Advance Commencement
      Date for such Group, each Bank in such Group shall, and severally agrees to,
      make an advance to the Seller in Dollars in an amount equal to the excess of
      (i)
      such Bank’s Bank Commitment over (ii) the outstanding Capital of all Receivable
      Interests owned by such Bank (after giving effect to any purchase made by such
      Bank on or prior to such Cash Secured Advance Commencement Date pursuant to
      this
      Agreement or pursuant to the Asset Purchase Agreement to which it is a party)
      on
      the Term-Out Bank Purchase Date for such Group, and such Bank shall make such
      advance by causing an amount equal to such advance to be deposited in same
      day
      funds into the Collateral Advance Account.

     


    
      
        
        

      

      
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    SECTION
      2.02. Making Purchases. (a) Each purchase by any of
      the Investors or the Banks shall be made on at least one Business Day’s notice
      (given no later than 12:00 noon) from the Seller to the Program Agent and each
      Investor Agent, provided that no more than 6 purchases shall be made in
      any calendar month. Each such notice of a purchase shall be in the form attached
      hereto as Annex I, shall be irrevocable and shall specify (i) the amount
      requested to be paid to the Seller (such amount, which shall not be less than
      $1,000,000, being referred to herein as the initial “Capital” of the Receivable
      Interest then being purchased), (ii) the allocation of such amount among each
      of
      the Groups (which shall be proportional to the Investor Purchase Limit of each
      Group), (iii) the date of such purchase (which shall be a Business Day), and
      (iv) if the Assignee Rate based on the Eurodollar Rate is to apply to such
      Receivable Interest, the duration of the initial Fixed Period for such
      Receivable Interest. Each Investor shall promptly notify the Program Agent
      whether such Investor has determined to make the requested purchase on the
      terms
      specified by the Seller. The Program Agent shall promptly thereafter notify
      the
      Seller whether the Investors have determined to make the requested purchase
      and,
      if so, whether all of the terms specified by the Seller are acceptable to the
      Investors.

     

    If
      any
      Investor has determined not to make the entire amount of a proposed purchase
      requested to be made by it, the Investor Agent for such Investor shall promptly
      send notice of the proposed purchase to all of the Related Banks for such
      Investor concurrently by telecopier specifying the date of such purchase, the
      aggregate amount of Capital of Receivable Interest being purchased by such
      Related Banks (which amount shall be equal to the portion of the initial Capital
      requested to be funded by such Investor, which such Investor determined not
      to
      fund), each such Related Bank’s portion thereof (determined ratably in
      accordance with its respective Bank Commitment), whether the Yield for the
      Fixed
      Period for such Receivable Interest is calculated based on the Eurodollar Rate
      (which may be selected only if such notice is given at least three Business
      Days
      prior to the purchase date) or the Alternate Base Rate, and the duration of
      the
      Fixed Period for such Receivable Interest (which shall be one day if the Seller
      has not selected another period); provided, however, that during
      the Term Period for any Group, each Bank in such Group shall, on the date of
      such purchase, instruct the Program Agent to make available to the Seller at
      the
      account set forth in the Funds Transfer Letter such Bank’s Ratable Share of the
      amount of Capital of the interest in the Receivable Interest being acquired
      by
      such Group out of the funds available therefor in the Collateral Advance
      Account.

     

    (b)
      On
      the date of each such purchase of a Receivable Interest, the applicable
      Investors and/or Banks, as the case may be, shall, upon satisfaction of the
      applicable conditions set forth in this Article II and Article III, make
      available to the Seller in same day funds, at the account set forth in the
      Funds
      Transfer Letter, an aggregate amount equal to the initial Capital of such
      Receivable Interest; provided, however, if such purchase is being
      made by the applicable Banks following the designation by the Investor Agent
      for
      an Investor of a Termination Date for a Receivable Interest owned by such
      Investor pursuant to clause (i)(a) of the definition of Termination Date and
      any
      Capital of such Receivable Interest is outstanding on such date of purchase,
      the
      Seller hereby directs the applicable Banks to pay the proceeds of such purchase
      (to the extent of the outstanding Capital and accrued Yield on such Receivable
      Interest of such Investor) to the relevant Investor Agent’s Account, for
      application to the reduction of the outstanding Capital and accrued Yield on
      such Receivable Interest of such Investor; provided, further,
however, that during the Term Period for any Group, after
      receipt by the
      Program Agent of the instruction from each Bank in such Group referred to in
      the
      proviso to the last sentence of Section 2.02(a) and upon fulfillment of the
      applicable conditions set forth in Article III, the Program Agent shall make
      available to the Seller at the account set forth in the Funds Transfer Letter
      such Bank’s Ratable Share of such Group’s amount of such purchase, solely out of
      the funds available therefor in the Collateral Advance Account, and upon such
      deposit each such Bank will be deemed to have paid to the Seller such Bank’s
      Ratable Share of such Group’s amount of the Capital of the interest in the
      Receivable Interest being acquired for all purposes of this
      Agreement.

     


    
      
        
        

      

      
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    (c)           Effective
      on the date of each purchase pursuant to this Section 2.02 and each reinvestment
      pursuant to Section 2.04, the Seller hereby sells and assigns to the Program
      Agent, for the benefit of the parties making such purchase, an undivided
      percentage ownership interest, to the extent of the Receivable Interest then
      being purchased, in each Pool Receivable then existing and in the Related
      Security and Collections with respect thereto.

     

    (d)           Notwithstanding
      the foregoing, (i) CAFCO shall not make purchases under this Section 2.02 at
      any
      time in an amount which would exceed the Investor Purchase Limit of such
      Investor’s Group, (ii) VFCC shall not make purchases under this Section 2.02 at
      any time in an amount which would exceed the Investor Purchase Limit of such
      Investor’s Group less the aggregate outstanding Capital of L/C Receivable
      Interests and (iii) a Bank shall not be obligated to make any purchase under
      this Section 2.02 at any time if, after giving effect to such purchase, the
      aggregate outstanding Capital of Receivable Interests (including L/C Receivable
      Interests) held by such Bank would exceed such Bank’s Bank Commitment less such
      Bank’s Ratable Share of the aggregate outstanding portion of Capital held by the
      Investor in such Bank’s Group (whether or not any portion thereof has been
      assigned under an Asset Purchase Agreement), after giving effect to reductions
      of the Capital held by the Investor in such Bank’s Group to be made on the date
      of such purchase (whether from the distribution of Collections or from the
      proceeds of purchases by such Bank). Each Bank’s obligation shall be several,
      such that the failure of any Bank to make available to the Seller any funds
      in
      connection with any purchase shall not relieve any other Bank of its obligation,
      if any, hereunder to make funds available on the date of such purchase, but
      no
      Bank shall be responsible for the failure of any other Bank to make funds
      available in connection with any purchase.

     

    SECTION
      2.03. Receivable Interest Computation. Each
      Receivable Interest shall be initially computed on its date of purchase.
      Thereafter until the Termination Date for such Receivable Interest, such
      Receivable Interest shall be automatically recomputed (or deemed to be
      recomputed) on each day on which there is an increase or decrease in the amount
      of Capital of such Receivable Interest or any other Receivable Interest. Any
      Receivable Interest, as computed (or deemed recomputed) as of the day
      immediately preceding the Termination Date for such Receivable Interest, shall
      thereafter remain constant. Each Receivable Interest (including an L/C
      Receivable Interest) shall become zero when Capital thereof and Yield thereon
      shall have been paid in full, and all Fees and other amounts owed by the Seller
      hereunder to the Investors, the Banks, the Investor Agents or the Program Agent
      are paid and the Collection Agent shall have received the accrued Collection
      Agent Fee thereon. In addition to the foregoing, an L/C Receivable Interest
      may
      become zero as provided in Section 2.18(g) or 2.18(l).

     

    SECTION
      2.04. Settlement Procedures. (a) Collection of the
      Pool Receivables shall be administered by a Collection Agent, in accordance
      with
      the terms of Article VI of this Agreement. The Seller shall provide to the
      Collection Agent (if other than the Seller) on a timely basis all information
      needed for such administration, including notice of the occurrence of any
      Liquidation Day and current computations of each Receivable
      Interest.

     


    
      
        
        

      

      
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    (b)
      The
      Collection Agent shall, on each day on which Collections of Pool Receivables
      are
      received by it (provided that if the notices of effectiveness attached to the
      Deposit Account Agreements have been delivered to the Deposit Banks pursuant
      to
      Section 6.03(a), the Collection Agent shall not be permitted to access or
      withdraw funds in the Deposit Accounts, and the Program Agent shall direct
      the
      Deposit Banks to remit funds in accordance with the following
      clauses):

     

     

    (i)           with
      respect to each Receivable Interest, set aside and hold in trust (and, at the
      request of the Program Agent, segregate) for the Investors or the Banks that
      hold such Receivable Interest and for the Investor Agents, out of the percentage
      of such Collections represented by such Receivable Interest, an amount equal
      to
      the Yield, Fees and Collection Agent Fee (and, during the Term Period, an amount
      equal to the Excess Interest in respect of all Cash Secured Advances) accrued
      through such day for such Receivable Interest and not previously set
      aside;

     

    (ii)           with
      respect to each Receivable Interest, if such day is not a Liquidation Day for
      such Receivable Interest, reinvest with the Seller on behalf of the Investors
      or
      the Banks that hold such Receivable Interest the percentage of such Collections
      represented by such Receivable Interest, to the extent representing a return
      of
      Capital, by recomputation of such Receivable Interest pursuant to Section
      2.03;

     

    (iii)           if
      such day is a Liquidation Day for any one or more Receivable Interests, set
      aside and hold in trust (and, at the request of the Program Agent, segregate)
      for the Investors and/or the Banks that hold such Receivable Interests and
      for
      the Investor Agents (x) if such day is a Liquidation Day for less than all
      of
      the Receivable Interests, the percentage of such Collections represented by
      such
      Receivable Interests, and (y) if such day is a Liquidation Day for all of the
      Receivable Interests, all of the remaining Collections (but not in excess of
      the
      Capital of such Receivable Interests and any other amounts payable by the Seller
      hereunder); provided that if amounts are set aside and held in trust on
      any Liquidation Day occurring prior to the Termination Date, and thereafter
      prior to the next occurring Settlement Date (Capital) the conditions set forth
      in Section 3.02 are satisfied or waived by the Program Agent and the Investor
      Agents, such previously set aside amounts shall, to the extent representing
      a
      return of Capital, be reinvested in accordance with the preceding subsection
      (ii) on the day of such subsequent satisfaction or waiver of conditions;
provided, further, if such day is a Liquidation Day for one or
      more Receivable Interests solely by reason of the designation by the Investor
      Agent for an Investor of a Termination Date for a Receivable Interest pursuant
      to clause (i)(a) of the definition of Termination Date (and no other event
      or
      condition qualifying as a Liquidation Day has occurred), then the Collection
      Agent shall periodically notify such Investor Agent of the amounts set aside
      and
      held in trust pursuant to this clause (iii) on account of such Receivable
      Interests (which notice shall be given at such times as the Collection Agent
      and
      such Investor Agent may agree, but no less frequently than weekly), the Banks
      in
      such Investor Agent’s Group shall make periodic purchases of the Receivable
      Interests from the Seller having initial Capital equal to the amounts so set
      aside and held in trust, the Seller hereby directs such Banks to pay the
      proceeds of such purchases to the applicable Investor Agent’s Account, for
      application to the reduction of the outstanding Capital on such Receivable
      Interests of such Investor, and the amounts so set aside and held in trust
      shall
      be paid by the Collection Agent to the Seller on account of the purchase price
      of the Receivable Interests so purchased by such Banks; and


    
      
        
        

      

      
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    (iv)
      during such times as amounts are required to be reinvested in accordance with
      the foregoing subsection (ii) or the provisos to subsection (iii), release
      to
      the Seller for its own account any Collections in excess both of such amounts
      and of the amounts that are required to be set aside pursuant to subsection
      (i)
      above.

     

    (c)
      On
      each Settlement Date (Yield and Fees), the Collection Agent shall deposit into
      the Investor Agent’s Account of each Investor Agent Collections held for such
      Investor Agent and/or the Investors or the Banks in its Group pursuant to
      Section 2.04(b) that relate to the Receivable Interests owned by such Investors
      and Banks. In addition, during the Revolving Period, on each Settlement Date
      (Capital) following delivery of a Seller Report which shows that the Percentage
      Factor on the last day of the applicable reporting period was greater than
      the
      Maximum Percentage Factor, and on each Business Day thereafter until such
      condition no longer exists, the Collection Agent shall deposit into the Investor
      Agent’s Account of each Investor Agent Collections set aside for such Investor
      Agent and/or the Investors or the Banks in its Group pursuant to clause (iii)
      of
      Section 2.04(b); provided that the aggregate amount deposited pursuant to
      this sentence with respect to any Seller Report shall not exceed an amount
      such
      that, after giving effect to the application of such amount to the reduction
      of
      Capital with respect to the Receivable Interests shown in that Seller Report,
      the Percentage Factor is equal to the Maximum Percentage Factor. Notwithstanding
      the preceding sentence, at any time during the Revolving Period when a
      Non-Pro-Rata Allocation exists and the Collection Agent is depositing
      Collections to the Investor Agent’s Accounts which are to be used to reduce
      Capital, the Collection Agent shall remit such Collections first to the Investor
      Agent for the CAFCO Group, to the extent necessary to eliminate such
      Non-Pro-Rata Allocation, and then ratably to the Investor Agents, in proportion
      to the Capital of Receivable Interests (excluding L/C Receivable Interests)
      held
      by the Investor and the Banks in each Investor Agent’s Group. On each Settlement
      Date (Capital) on which Collections are held for the Investors or the Banks
      pursuant to clause (iii) of Section 2.04(b), after giving effect to any deposits
      to be made on such date pursuant to the two preceding sentences of this Section
      2.04(c), the Collection Agent shall deposit into the Investor Agent’s Account of
      each Investor Agent Collections held for such Investor Agent and/or the
      Investors or the Banks in its Group pursuant to Section 2.04(b) that relate
      to
      the Receivable Interests owned by such Investors and Banks.

     

     

    
      
        
        

      

      
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      (d)
        Upon
        receipt of funds deposited into the Investor Agent’s Account, the relevant
        Investor Agent shall distribute them as follows:

       

       

      (i)          if
        such distribution occurs on a day that is not a Liquidation Day, first to
        the
        Investors, the Banks and, during the Term Period, the Term-Out Banks in its
        Group that hold the relevant Receivable Interest in the ratable payment in
        full
        of all accrued Yield and Excess Interest in respect of all Cash Secured Advances
        (pursuant to the last sentence of Section 2.15) and to such Investor Agent
        as
        payment in full of all Fees, and then to the Collection Agent in payment
        in full
        of all accrued Collection Agent Fee payable by the Investors, the Banks and
        the
        Term-Out Banks in its Group;

    

     


    (ii)          if
      such distribution occurs on a Liquidation Day, to the extent such Investor
      Agent
      is then holding funds deposited pursuant to the second sentence of Section
      2.04(c), to the Investors or the Banks in its Group that hold the relevant
      Receivable Interest in reduction of Capital and then in accordance with clause
      (iii) below, provided, that if any L/C Receivable Interests are then
      outstanding and held by any Bank in such Group, such funds shall be applied
      first to the reduction of Capital of all Receivable Interests of such Group
      other than L/C Receivable Interests for which no unpaid Reimbursement Obligation
      is outstanding, and if the Capital of all such Receivable Interests shall be
      reduced to zero, any additional funds shall be deposited to the L/C Collateral
      Account, to cash collateralize the Seller’s contingent reimbursement obligations
      with respect to Letters of Credit;

     

    (iii)          if
      such distribution occurs on a Liquidation Day, after any payments
      required in accordance with clause (ii) above, first to such Investor
      Agent in payment of any amounts owed by the Seller to such Investor Agent (or,
      in the case of CNAI, the Program Agent) pursuant to Section 11.04(a) in
      connection with out-of-pocket costs and expenses incurred by such Investor
      Agent
      (or, in the case of CNAI, the Program Agent), second to the Collection
      Agent (if the Collection Agent is not the Seller or an Affiliate of the Seller)
      in payment in full of all accrued Collection Agent Fee, third to the
      Investors, the Banks and/or Term-Out Banks in its Group that hold the relevant
      Receivable Interest and to such Investor Agent in the ratable payment in full
      of
      all accrued Yield and Excess Interest in respect of all Cash Secured Advances
      and accrued Fees and Liquidation Fee, fourth to such Investors and/or
      Banks in reduction to zero of all Capital of all Receivable Interests of such
      Group other than L/C Receivable Interests for which no unpaid Reimbursement
      Obligation is outstanding, fifth to the L/C Collateral Account, to cash
      collateralize the Seller’s contingent reimbursement obligations with respect to
      Letters of Credit, until the amount in the L/C Collateral Account equals the
      aggregate outstanding Capital of all L/C Receivable Interests, sixth to
      the Term-Out Banks in reduction to zero of the principal amount of all Cash
      Secured Advances remaining after application of the Term-Out Bank Collateral
      in
      accordance with Section 2.17(d), seventh to such Investors, Banks or such
      Investor Agent in payment of any other amounts owed by the Seller hereunder
      or
      any other Transaction Document which have not been paid pursuant to clauses
      first through sixth above, and eighth to the Collection Agent (if the
      Collection Agent is the Seller or an Affiliate of the Seller) in payment in
      full
      of all accrued Collection Agent Fee.

     

     

     

    
      
        
        

      

      
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    After
      the
      Capital, Yield, Fees and Collection Agent Fee with respect to a Receivable
      Interest, and any other amounts payable by the Seller to the Investors, the
      Banks, the Investor Agents or the Program Agent hereunder or under any other
      Transaction Document, have been paid in full and any contingent obligations
      of
      the Program Agent under any Deposit Account Agreement or Collateral Advance
      Account Agreement have been released, and after the aggregate outstanding
      Capital of all L/C Receivable Interests has been fully cash collateralized
      in
      the L/C Collateral Account, all additional Collections with respect to such
      Receivable Interest shall be paid to the Seller for its own
      account.

     

    (e)
      For
      the purposes of this Section 2.04:

     

    (i)           if
      on any day any Pool Receivable becomes (in whole or in part) a Diluted
      Receivable, the Seller shall be deemed to have received on such day a Collection
      of such Pool Receivable in the amount of such Diluted Receivable;

     

    (ii)           if
      on any day any of the representations or warranties contained in Section 4.01(h)
      is no longer true with respect to any Pool Receivable, the Seller shall be
      deemed to have received on such day a Collection of such Pool Receivable in
      full;

     

    (iii)           except
      as provided in subsection (i) or (ii) of this Section 2.04(e), or as otherwise
      required by applicable law or the relevant Contract, all Collections received
      from an Obligor of any Receivables 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; and

     

    (iv)           if
      and to the extent the Program Agent or any of the Investor Agents, the Investors
      or the Banks shall be required for any reason to pay over to an Obligor any
      amount received on its behalf hereunder, such amount shall be deemed not to
      have
      been so received but rather to have been retained by the Seller and,
      accordingly, the Program Agent or such Investor Agent, the Investors or the
      Banks, as the case may be, shall have a claim against the Seller for such
      amount, payable when and to the extent that any distribution from or on behalf
      of such Obligor is made in respect thereof.

     

    (f)
      Within one Business Day after the end of each Fixed Period in respect of which
      Yield is computed by reference to the Investor Rate, each Investor Agent shall
      furnish the Seller with an invoice setting forth the amount of the accrued
      and
      unpaid Yield and Fees for such Fixed Period with respect to the Receivable
      Interests held by the Investors and the Banks in such Investor Agent’s
      Group.

     

    (g)
      All
      amounts payable by the Seller or the Servicer under this Agreement to the
      Program Agent for its own account or for the account of the Investors, the
      Banks
      or the Investor Agents shall be paid in Dollars. The purchase price for
      Receivable Interests and all other amounts payable by the Investors or the
      Banks
      under this Agreement shall be payable in Dollars.

     

    
      
        
        

      

      
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    SECTION
      2.05. Fees. (a) Each Investor and Bank shall pay to
      the Collection Agent a fee (the “Collection Agent Fee”) of l/2 of 1% per
      annum on an amount equal to the Receivable Interest of such Investor or Bank
      (expressed as a percentage) multiplied by the average daily Outstanding Balance
      of all Receivables, from the date of purchase of such Receivable Interest until
      the later of the Termination Date for such Receivable Interest or the date
      on
      which the Capital of such Receivable Interest is reduced to zero, payable on
      each Settlement Date (Yield and Fees). Upon three Business Days’ notice to the
      Program Agent and each Investor Agent, the Collection Agent (if not the Parent
      or an Affiliate of the Parent) may elect to be paid, as such fee, another
      percentage per annum on the average daily Outstanding Balance of all
      Receivables, but in no event in excess for all Receivable Interests of 110%
      of
      the reasonable costs and expenses of the Collection Agent in administering
      and
      collecting the Receivables in the Receivables Pool. The Collection Agent Fee
      shall be payable only from Collections pursuant to, and subject to the priority
      of payment set forth in, Section 2.04(d). So long as the Parent is acting as
      the
      Collection Agent hereunder, amounts paid as the Collection Agent Fee pursuant
      to
      this Section 2.05(a) shall reduce, on a dollar-for-dollar basis, the obligation
      of the Seller to pay the “Collection Agent Fee” pursuant to Section 6.03 of the
      Originator Purchase Agreement, provided that such obligation of the
      Seller shall in no event be reduced below zero.

     

    (b)
      The
      Seller shall pay to the Investor Agents certain fees in the amounts and on
      the
      dates set forth in a separate fee agreement of even date among the Seller,
      the
      Program Agent and the Investor Agents, as the same may be amended or restated
      from time to time (the “Facility Fee Agreement”).

     

    SECTION
      2.06. Payments and Computations, Etc. (a) All
      amounts to be paid or deposited by the 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 the applicable Investor Agent’s
      Account.

     

    (b)
      All
      computations of Yield, fees, and other amounts hereunder (including, without
      limitation, Excess Interest on Cash Secured Advances during the Term Period)
      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
      2.07. Dividing or Combining Receivable Interests.
      Either the Seller or any Investor Agent may, upon notice to the other party
      (with a copy of such notice to the Program Agent) received at least three
      Business Days prior to the last day of any Fixed Period in the case of the
      Seller giving notice, or up to the last day of such Fixed Period in the case
      of
      an Investor Agent giving notice, either (i) divide any Receivable Interest
      held
      by one or more Investors and/or Banks in its Group into two or more Receivable
      Interests of such Investors and/or Banks having aggregate Capital equal to
      the
      Capital of such divided Receivable Interest, or (ii) combine any two or more
      Receivable Interests held by one or more Investors and/or Banks in its Group
      originating on such last day or having Fixed Periods ending on such last day
      into a single Receivable Interest having Capital equal to the aggregate of
      the
      Capital of such Receivable Interests; provided, however, that no
      Receivable Interest owned by an Investor may be combined with a Receivable
      Interest owned by any Bank.

     


    
      
        
        

      

      
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    SECTION
      2.08. Increased Costs. (a) If CNAI, any Investor,
      any Investor Agent, any Bank, the L/C Bank, any entity (including any bank
      or
      other financial institution providing liquidity and/or credit support to any
      Investor in connection with such Investor’s commercial paper program) which
      purchases or enters into a commitment to purchase Receivable Interests or
      interests therein, or any of their respective Affiliates (each an “Affected
      Person”) determines that due to any change in any law or regulation or any
      guideline or request regarding the capital required or expected to be maintained
      by such Affected Person from any central bank or other governmental authority
      (whether or not having the force of law), in each case made subsequent to the
      date hereof, the amount of capital required or expected to be maintained by
      such
      Affected Person is increased by or based upon the existence of any commitment
      to
      make purchases of or otherwise to maintain the investment in Pool Receivables
      or
      interests therein related to this Agreement or to the funding thereof and other
      commitments of the same type, then, upon demand by such Affected Person (with
      a
      copy to the Program Agent and the Investor Agent for such Affected Person’s
      Group), the Seller shall immediately pay to the Investor Agent for such Affected
      Person’s Group for the account of such Affected Person (as a third-party
      beneficiary), from time to time as specified by such Affected Person, additional
      amounts sufficient to compensate such Affected Person in the light of such
      circumstances, to the extent that such Affected Person reasonably determines
      such increase in capital to be allocable to the existence of any of such
      commitments. A certificate as to such amounts submitted to the Seller and the
      Program Agent and the Investor Agent for such Affected Person’s Group by such
      Affected Person shall specify in reasonable detail the basis for the request
      for
      compensation of such additional amounts and the basis for the calculation
      thereof and shall be conclusive and binding for all purposes, absent manifest
      error.

     

    (b)
      If,
      due to either (i) the introduction of or any change (other than any change
      by
      way of imposition or increase of reserve requirements referred to in Section
      2.09) in or in the interpretation of any law or regulation (other than a law
      or
      regulation relating to taxes) or (ii) compliance with any guideline or request
      from any central bank or other governmental authority (whether or not having
      the
      force of law) other than compliance with respect to taxes, there shall be any
      increase in the cost to any Investor or Bank of agreeing to purchase or
      purchasing, or maintaining the ownership of Receivable Interests in respect
      of
      which Yield is computed by reference to the Eurodollar Rate or of agreeing
      to
      issue or of issuing or maintaining Letters of Credit, then, upon demand by
      such
      Investor or Bank (with a copy to the Program Agent and the Investor Agent for
      such Investor or such Bank), the Seller shall immediately pay to such Investor
      Agent, for the account of such Investor or Bank (as a third-party beneficiary),
      from time to time as specified by such Investor or Bank, additional amounts
      sufficient to compensate such Investor or Bank for such increased costs. A
      certificate as to such amounts submitted to the Seller and the Program Agent
      and
      the Investor Agent for such Affected Person’s Group by such Investor or Bank
      shall specify in reasonable detail the basis for the request for compensation
      of
      such additional amounts and the basis for the calculation thereof and shall
      be
      conclusive and binding for all purposes, absent manifest error.

     

    
      (c)           Failure
        or delay on the part of any Person to demand compensation pursuant to this
        Section 2.08 shall not constitute a waiver of such Person’s right to demand such
        compensation; provided that the Seller shall not be required to
        compensate any Person pursuant to this Section 2.08 for any increased costs
        incurred more than 270 days prior to the date that such Person notifies the
        Seller and the Program Agent of any event described in paragraph (a) or (b)
        of
        this Section (a “Change in Law”) which gives rise to such increased costs
        and of such Lender’s intention to claim compensation therefor; provided
further that, if the Change in Law giving rise to such increased
        costs is retroactive, then the 270-day period referred to above shall be
        extended to include the period of retroactive effect thereof.

    

     


    
      
        
        

      

      
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    (d)           If
      any Person requests compensation under this Section 2.08, then such Person
      shall
      use reasonable efforts to designate a different office for funding or booking
      its purchases hereunder or to assign its rights and obligations hereunder to
      another of its offices, branches or affiliates, if, in the judgment of such
      Person, such designation or assignment (i) would eliminate or reduce amounts
      payable pursuant to this Section 2.08 and (ii) would not subject such Person
      to
      any unreimbursed cost or expense and would not otherwise be disadvantageous
      to
      such Person. The Seller hereby agrees to pay all reasonable costs and expenses
      incurred by any Person in connection with any such designation or
      assignment.

     

    SECTION
      2.09. Additional Yield on Receivable Interests Bearing
      a Eurodollar Rate. The Seller shall pay to any Investor or Bank, so
      long as such Investor or Bank shall be required under regulations of the Board
      of Governors of the Federal Reserve System to maintain reserves with respect
      to
      liabilities or assets consisting of or including Eurocurrency Liabilities,
      additional Yield on the unpaid Capital of each Receivable Interest of such
      Investor or Bank during each Fixed Period relating to any portion of the Capital
      of such Investor or Bank in respect of which Yield is computed by reference
      to
      the Eurodollar Rate, for such Fixed Period, at a rate per annum equal at all
      times during such Fixed Period to the remainder obtained by subtracting (i)
      the
      Eurodollar Rate for such Fixed Period from (ii) the rate obtained by dividing
      such Eurodollar Rate referred to in clause (i) above by that percentage equal
      to
      100% minus the Eurodollar Rate Reserve Percentage of such Investor or Bank
      for
      such Fixed Period, payable on each date on which Yield is payable on such
      Receivable Interest. Such additional Yield shall be determined by such Investor
      or Bank and notice thereof given to the Seller through the Investor Agent for
      such Investor or Bank (with a copy to the Program Agent) within 30 days after
      any Yield payment is made with respect to which such additional Yield is
      requested. A certificate as to such additional Yield submitted to the Seller
      and
      the Program Agent by such Investor or Bank shall specify in reasonable detail
      the basis for calculation of such additional Yield and shall be conclusive
      and
      binding for all purposes, absent manifest error.

     

    
      SECTION
        2.10. Taxes. (a) Any and all payments and deposits
        required to be made hereunder or under any other Transaction Document by
        the
        Collection Agent or the Seller to any Affected Person shall be made free
        and
        clear of and without deduction for any and all present or future taxes, levies,
        imposts, deductions, charges or withholdings, and all liabilities with respect
        thereto, excluding (i) net income taxes that are imposed by the United
        States and franchise taxes and net income taxes that are imposed on an Affected
        Person by the state or foreign jurisdiction under the laws of which such
        Affected Person is organized or where such Affected Person is doing business,
        other than solely as a consequence of the transactions contemplated hereunder,
        or has its applicable lending office, or any political subdivision thereof
        and
        (ii) in the case of an Affected Person which is organized outside the United
        States, any United States withholding tax that is imposed on amounts payable
        to
        such Affected Person at the time such Affected Person becomes a party to
        this
        Agreement (or changes its lending office), except to the extent such Affected
        Person (or its assignor, if any) was entitled at the time of designation
        of a
        new lending office (or assignment), to receive additional amounts from Seller
        with respect to such withholding tax pursuant to this Section 2.10(a) (all
        such
        non-excluded taxes, levies, imposts, deductions, charges, withholdings and
        liabilities being hereinafter referred to as “Indemnified Taxes”). If the
        Seller or the Collection Agent shall be required by law to deduct any
        Indemnified Taxes from or in respect of any sum payable hereunder to any
        Affected Person, (i) the Seller shall make an additional payment to such
        Affected Person, in an amount sufficient so that, after making all required
        deductions (including deductions applicable to additional sums payable under
        this Section 2.10), such Affected Person receives an amount equal to the
        sum it
        would have received had no such deductions been made, (ii) the Seller or
        the
        Collection Agent, as the case may be, shall make such deductions and (iii)
        the
        Seller or the Collection Agent, as the case may be, shall pay the full amount
        deducted to the relevant taxation authority or other authority in accordance
        with applicable law. Within 30 days after the date of any such payment of
        Indemnified Taxes, the Seller or the Collection Agent, as the case may be,
        will
        furnish to such Affected Person the original or a certified copy of a receipt
        evidencing payment thereof.

    

     

     

    
      
        
        

      

      
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    (b)           In
      addition, the Seller agrees to pay any present or future stamp or other
      documentary taxes or any other excise or property taxes, charges or similar
      levies which arise from any payment made hereunder or under any other
      Transaction Document or from the execution, delivery or registration of, or
      otherwise with respect to, this Agreement or any other Transaction Document
      (hereinafter referred to as “Other Taxes”).

     

    (c)           The
      Seller will indemnify each Affected Person for the full amount of Indemnified
      Taxes or Other Taxes (including, without limitation, any Indemnified Taxes
      or
      Other Taxes imposed by any jurisdiction on amounts payable under this Section
      2.10) paid by such Affected Person and any liability (including penalties,
      interest and expenses) arising therefrom or with respect thereto whether or
      not
      such Indemnified Taxes or Other Taxes were correctly or legally asserted.
      Without limiting the foregoing, the Seller agrees to indemnify each Affected
      Person for the full amount of any withholding taxes that are imposed by Canada
      or any political subdivision thereof on any Affected Person 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 Affected Person as a result of such Affected Person, in the case of an
      Affected Person that is a Treaty Resident, having a permanent establishment
      in
      Canada for the purposes of a Tax Convention, or, in the case of an Affected
      Person 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
      carries on business in Canada, 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.
      The
      foregoing indemnifications shall be made within thirty days from the date the
      Affected Person makes written demand therefor (and a copy of such demand shall
      be delivered to the Program Agent and the Investor Agent for such Affected
      Person’s Group). A certificate as to the amount of such indemnification
      submitted to the Seller, the Program Agent and the Investor Agent for such
      Affected Person’s Group by such Affected Person, setting forth, in reasonable
      detail, the basis for and the calculation thereof, shall be conclusive and
      binding for all purposes absent manifest error.

     

    
      (d)           Each
        Affected Person which is organized outside the United States and which is
        entitled to an exemption from, or reduction of, withholding tax under the
        laws
        of the United States as in effect on the date hereof (or, in the case of
        any
        Person which becomes an Affected Person after the date hereof, on the date
        on
        which it so becomes an Affected Person with respect to any payments under
        this
        Agreement) shall, on or prior to the date hereof (or, in the case of any
        Person
        who becomes an Affected Person or changes its lending office after the date
        hereof, on or prior to the date on which it so becomes an Affected Person
        or
        changes its lending office), deliver to the Seller such certificates, documents
        or other evidence, as required by the Internal Revenue Code of 1986, as amended
        or Treasury Regulations issued pursuant thereto, including Internal Revenue
        Service Form W-8BEN or Form W-8ECI and any other certificate or statement
        of
        exemption required by Treasury Regulation Section 1.1441-1(a) or Section
        1.1441-6(c) or any subsequent version thereof, properly completed and duly
        executed by such Affected Person as will permit all payments under the Agreement
        to be made to it without withholding or at a reduced rate. Each Affected
        Person
        which is organized under the laws of the United States or any State thereof
        shall, on or prior to the date hereof (or, in the case of a Person who becomes
        an Affected Person after the date hereof, on or prior to the date on which
        it so
        becomes an Affected Person), deliver to the Seller an IRS Form W-9 (or any
        successor form). Each such Affected Person shall from time to time thereafter,
        upon written request from the Seller, deliver to the Seller any new
        certificates, documents or other evidence as described in the preceding two
        sentences, as applicable, as will permit payments under this Agreement to
        be
        made without withholding or at a reduced rate (but only so long as such Affected
        Person is legally able to do so).

    

     


    
      
        
        

      

      
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    (e)           The
      Seller shall not be required to pay any amounts to any Affected Person in
      respect of Indemnified Taxes and Other Taxes pursuant to paragraphs (a), (b)
      and
      (c) above if the obligation to pay such amounts is attributable to the failure
      by such Affected Person to comply with the provisions of paragraph (d) above;
      provided, however, that should an Affected Person become subject
      to Indemnified Taxes because of its failure to deliver a form required
      hereunder, the Seller shall take such steps as such Affected Person shall
      reasonably request to assist such Affected Person to recover such Indemnified
      Taxes.

     

    SECTION
      2.11. Security Interest. As collateral security for
      the performance by the Seller of all the terms, covenants and agreements on
      the
      part of the Seller (whether as Seller or otherwise) to be performed under this
      Agreement or any document delivered in connection with this Agreement in
      accordance with the terms thereof, including the punctual payment when due
      of
      all obligations of the Seller hereunder or thereunder, whether for
      indemnification payments, principal and Excess Interest on the Cash Secured
      Advances, Yield, Capital, Reimbursement Obligations, fees, expenses or
      otherwise, the Seller hereby assigns to the Program Agent for its benefit and
      the ratable benefit of the Investors, the Banks (including the L/C Bank) and
      the
      Investor Agents, and hereby grants to the Program Agent for its benefit and
      the
      ratable benefit of the Investors, the Banks (including the L/C Bank) and the
      Investor Agents, a security interest in, all of the Seller’s right, title and
      interest in and to the following (collectively, the “Collateral”): (A)
      the Originator Purchase Agreement and the Undertaking, including, without
      limitation, (i) all rights of the Seller to receive moneys due or to become
      due
      under or pursuant to the Originator Purchase Agreement or the Undertaking,
      (ii)
      all security interests and property subject thereto from time to time purporting
      to secure payment of monies due or to become due under or pursuant to the
      Originator Purchase Agreement or the Undertaking, (iii) all rights of the Seller
      to receive proceeds of any insurance, indemnity, warranty or guaranty with
      respect to the Originator Purchase Agreement or the Undertaking, (iv) claims
      of
      the Seller for damages arising out of or for breach of or default under the
      Originator Purchase Agreement or the Undertaking, and (v) the right of the
      Seller to compel performance and otherwise exercise all remedies thereunder,
      (B)
      all Receivables, whether now owned and existing or hereafter acquired or
      arising, the Related Security with respect thereto and the Collections and
      all
      other assets, including, without limitation, accounts, chattel paper,
      instruments and general intangibles (as those terms are defined in the UCC),
      including undivided interests in any of the foregoing, (C) the Lock-Boxes and
      Deposit Accounts and the funds deposited in such accounts and (D) to the extent
      not included in the foregoing, all proceeds of any and all of the
      foregoing.

     


    
      
        
        

      

      
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    SECTION
      2.12. Sharing of Payments. If any Investor or any
      Bank (for purposes of this Section only, referred to as a “Recipient”)
      shall obtain payment (whether voluntary, involuntary, through the exercise
      of
      any right of setoff, or otherwise) on account of the Capital of, or Yield on,
      any Receivable Interest or portion thereof owned by it in excess of its ratable
      share of payments made on account of the Capital of, or Yield on, all of the
      Receivable Interests owned by the Investors and the Banks (other than as set
      forth in the third sentence of Section 2.04(c) or as a result of different
      methods for calculating Yield), such Recipient shall forthwith purchase from
      the
      Investors or the Banks which received less than their ratable share
      participations in the Receivable Interests owned by such Persons as shall be
      necessary to cause such Recipient to share the excess payment ratably with
      each
      such other Person; provided, however, that if all or any portion
      of such excess payment is thereafter recovered from such Recipient, such
      purchase from each such other Person shall be rescinded and each such other
      Person shall repay to the Recipient the purchase price paid by such Recipient
      for such participation to the extent of such recovery, together with an amount
      equal to such other Person’s ratable share (according to the proportion of (a)
      the amount of such other Person’s required payment to (b) the total amount so
      recovered from the Recipient) of any interest or other amount paid or payable
      by
      the Recipient in respect of the total amount so recovered.

     

    SECTION
      2.13. Right of Setoff. Without in any way limiting
      the provisions of Section 2.12, each Agent, each Investor and each Bank is
      hereby authorized at any time after the occurrence and during the continuance
      of
      an Event of Termination to set-off, appropriate and apply (without presentment,
      demand, protest or other notice which are hereby expressly waived) any and
      all
      deposits (general or special, time or demand, provisional or final) at any
      time
      held and any other indebtedness at any time owing by such Agent, such Investor
      or such Bank to, or for the account of, the Seller, the Parent, the Collection
      Agent or any Originator against any amount owing by the Seller, the Parent,
      the
      Collection Agent or such Originator, as the case may be, to such Person or
      to
      such Agent on behalf of such Person (even if contingent or unmatured). Each
      Agent, Investor and Bank agrees promptly to notify the Seller, the Parent,
      the
      Collection Agent or any Originator (as applicable) after any such set-off and
      application, provided that the failure to give such notice shall not
      affect the validity of such set-off and application. The rights of each Agent,
      Investor and Bank under this Section 2.13 are in addition to other rights and
      remedies (including, without limitation, other rights of set-off) that such
      Agent, Investor or Bank may have. For the avoidance of doubt, the right of
      setoff set forth in this Section 2.13 permits setoff of deposits and
      indebtedness held by or owing to one Person against amounts owing by such Person
      to the owner of such deposits or the borrower/obligor of such indebtedness
      (i.e., only mutual setoff between the same parties) and does not permit
      non-mutual setoff.

     

     


    
      
        
        

      

      
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      SECTION
        2.14. Purchase by Term-Out Banks. At least three
        Business Days prior to the Cash Secured Advance Commencement Date for any
        Group,
        the Seller shall notify the Investor Agent for such Group if the Seller wishes
        the purchase described in this Section 2.14 to occur. Following such notice,
        on
        the Cash Secured Advance Commencement Date for such Group, each Bank in such
        Group shall, and severally agrees to, purchase from the Investor in its Group
        such Bank’s Ratable Share of all Receivable Interests then owned by such
        Investor for a purchase price equal to the sum of such Bank’s Ratable Share of
        the Capital of such Receivable Interests plus accrued and unpaid Yield and
        Fees
        thereon. Such purchase price shall be payable in immediately available funds
        on
        the Cash Secured Advance Commencement Date for such Group. The assigning
        Investor shall notify the Program Agent, its Investor Agent and the Seller
        of
        any such purchase. No further documentation of such purchase shall be required
        for the effectiveness thereof, provided that if requested by any
        purchasing Bank, the assigning Investor (or its administrative agent) will
        execute and deliver an assignment to such Bank in such form as may be mutually
        agreed between such Investor and such Bank.

    

     

    SECTION
      2.15. Interest on Cash Secured Advances. The Seller
      shall pay interest to each Term-Out Bank on the unpaid principal amount of
      such
      Bank’s Cash Secured Advance from the date of such Cash Secured Advance until
      such principal amount shall be repaid in full, at a rate per annum equal at
      all
      times during each Fixed Period to the Assignee Rate for such Fixed Period,
      payable in arrears on each Settlement Date (Yield and Fees). On each Settlement
      Date (Yield and Fees) after the Cash Secured Advance Commencement Date for
      any
      Group, the Program Agent shall pay, pursuant to a Collateral Advance Account
      Direction from the Investor Agent for the relevant Group, to the Investor Agent
      for such Group at such Investor Agent’s Account for the ratable account of the
      relevant Banks, on behalf of the Seller, such Group’s ratable portion (based on
      the outstanding principal amounts of each Group’s Cash Secured Advances) of the
      cash funds that constitute that interest on, and those dividends from, the
      Term-Out Bank Collateral which shall then be available to be withdrawn from
      the
      Collateral Advance Account, and such Investor Agent shall distribute the funds
      so paid to such Investor Agent’s Account to the Banks in its Group, ratably
      according to the respective outstanding principal amounts of their respective
      Cash Secured Advances, for application to the payment of unpaid Excess Interest
      on the Cash Secured Advances. Any remaining unpaid accrued Excess Interest
      on
      the Cash Secured Advances shall be paid from the Collections of the Pool
      Receivables pursuant to Sections 2.04 and 2.17(d).

     

    SECTION
      2.16. Repayment of Cash Secured Advances. The
      Seller shall repay to each Term-Out Bank the aggregate outstanding principal
      amount of such Bank’s Cash Secured Advance on the Commitment Termination Date;
provided, however, that recourse for such repayment shall be from,
      and shall be limited to, the Term-Out Bank Collateral and the Collections of
      the
      Pool Receivables in accordance with Section 2.04.

     


    
      
        
        

      

      
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    SECTION
      2.17. Use of Proceeds; Security Interest in Collateral
      Advance Account. (a) The Seller hereby agrees that it shall use
      the proceeds of the Cash Secured Advances solely to fund and maintain the
      Collateral Advance Account for the purpose of funding purchases of Receivable
      Interests from time to time during the Term Period.

     

    (b) The
      Seller hereby grants to the Program Agent, for the ratable benefit of the
      Term-Out Banks, a security interest in the following (collectively, the
“Term-Out Bank Collateral”):

     

    (i)           the
      Collateral Advance Account, all funds from time to time credited to the
      Collateral Advance Account, all financial assets (including, without limitation,
      Eligible Investments) from time to time acquired with any such funds or
      otherwise credited to the Collateral Advance Account, all interest, dividends,
      cash, instruments and other investment property from time to time received,
      receivable or otherwise distributed in respect of or in exchange for any or
      all
      of such funds or such financial assets, and

     

    (ii)           all
      proceeds of, collateral for, and supporting obligations relating to any and
      all
      of the Term-Out Bank Collateral.

     

    (c)
      The
      grant of a security interest by the Seller to the Program Agent for the ratable
      benefit of the Term-Out Banks pursuant to subsection (b) above secures the
      payment of the Seller’s obligation to repay the Cash Secured Advances, and to
      pay interest thereon, pursuant to Sections 2.15 and 2.16,
      respectively.

     

    (d)
      On
      the Commitment Termination Date for any Group as to which the Term Period has
      occurred, the Program Agent shall (i) convert the Term-Out Bank Collateral
      that
      does not constitute cash into cash proceeds and (ii) pay to the Investor Agent
      for each such Group at such Investor Agent’s Account for the ratable account of
      the Term-Out Banks in its Group, on behalf of the Seller, such Group’s ratable
      portion of the Term-Out Bank Collateral (it being understood that all the
      Term-Out Bank Collateral shall then constitute cash or cash proceeds), and
      such
      Investor Agent shall distribute the funds so paid to its Investor Agent’s
      Account to the Banks in its Group, ratably according to the respective
      outstanding principal amounts of their respective Cash Secured Advances, for
      application, first, to the repayment of the outstanding principal amounts of
      the
      Cash Secured Advances and, second, to the payment of unpaid accrued interest
      on
      the Cash Secured Advances (to the extent such funds are available therefor).
      Any
      remaining outstanding principal amount of, and/or unpaid accrued interest on,
      the Cash Secured Advances shall be paid from the Collections of the Pool
      Receivables pursuant to Section 2.04.

     

    SECTION
      2.18. Letter of Credit Facility. (a) On the terms
      and conditions hereinafter set forth, the Seller agrees to sell to Wachovia,
      and
      Wachovia agrees to purchase, Receivable Interests from time to time during
      the
      period from the date hereof to the L/C Termination Date, in each case in
      consideration of the issuance of a Letter of Credit by Wachovia for the account
      of the Seller. Each Receivable Interest purchased pursuant to this Section
      is
      sometimes referred to as an “L/C Receivable Interest”, and Wachovia in
      its capacity as issuer of Letters of Credit is referred to herein as the “L/C
      Bank”. No Investor and no Bank other than Wachovia shall have any obligation
      to purchase L/C Receivable Interests or to issue any Letter of
      Credit.

     


    
      
        
        

      

      
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    (b)           At
      any time when L/C Receivable Interests are outstanding, unless a Liquidation
      Day
      has occurred with respect to all Receivable Interests, the Program Agent, on
      behalf of the L/C Bank, shall have the Collections attributable to such L/C
      Receivable Interests automatically reinvested pursuant to Section 2.04 in
      additional undivided percentage interests in the Pool Receivables by making
      an
      appropriate readjustment of such L/C Receivable Interests.

     

    (c)           Each
      request for the issuance of a Letter of Credit shall be made not later than
      12:00 noon on at least three Business Days’ notice from the Seller to the
      Program Agent and the L/C Bank and shall be substantially in the form of the
      Letter of Credit Request attached hereto as Annex H. Each such request shall
      specify (i) the face amount of the Letter of Credit requested to be issued
      (such
      amount, which shall not be less than $250,000, being referred to herein as
      the
      initial Capital of the Receivable Interest then being purchased), (ii) the
      proposed issuance date and expiry date of such Letter of Credit, and (iii)
      the
      beneficiary of such Letter of Credit, and shall be accompanied by a Letter
      of
      Credit Application completed to the reasonable satisfaction of the L/C Bank
      and
      duly executed by the Seller, and such other information as shall be necessary
      to
      prepare, amend, renew or extend such Letter of Credit. In addition, the Seller
      may from time to time request that the L/C Bank renew, extend, increase,
      decrease or otherwise modify any Letter of Credit previously issued hereunder
      (“Modify”, and each such action a “Modification”), in each case by
      notice to the Program Agent and the L/C Bank, given not later than 12:00 noon
      three Business Days prior to the date of the proposed Modification, and
      substantially in the form of the Letter of Credit Request attached hereto as
      Annex H. All terms of each proposed Letter of Credit and each Modification
      thereto must be reasonably acceptable to the L/C Bank. In no event shall the
      L/C
      Bank issue a Modification if, on the proposed date of such Modification, the
      L/C
      Bank would not be obligated to issue a new Letter of Credit, if requested,
      in
      the amount and on the terms of (and in replacement for) the Letter of Credit
      being Modified, or if the beneficiary does not consent to the proposed terms
      of
      the Modification.

     

    (d)           Effective
      on the date of each purchase of an L/C Receivable Interest pursuant to this
      Section 2.18 and each reinvestment pursuant to Section 2.04, the Seller hereby
      sells and assigns to the Program Agent, for the benefit of the L/C Bank, an
      undivided percentage ownership interest, to the extent of the Receivable
      Interest then being purchased, in each Pool Receivable then existing and in
      the
      Related Security and Collections with respect thereto.

     

    (e)           Notwithstanding
      the foregoing, (i) the L/C Bank shall not make any purchase of an L/C Receivable
      Interest under this Section 2.18 on any date unless all conditions precedent
      to
      the initial purchase of a Receivable Interest set forth in Section 3.01 shall
      have been satisfied on or prior to such date and all conditions precedent to
      the
      purchase of such Receivable Interest set forth in Section 3.02 shall be
      satisfied on such date, (ii) the L/C Bank shall not make purchases of L/C
      Receivable Interests under this Section 2.18 at any time if, after giving effect
      to such purchase, the aggregate outstanding Capital of L/C Receivable Interests
      would exceed the L/C Facility Limit and (iii) the L/C Bank shall not be
      obligated to make purchases of L/C Receivable Interests under this Section
      2.18
      at any time if, after giving effect to such purchase, the sum of (x) the
      aggregate outstanding Capital of Receivable Interests (including L/C Receivable
      Interests) held by Wachovia plus (y) Wachovia’s Ratable Share of the aggregate
      outstanding portion of Capital held by VFCC (whether or not any portion thereof
      has been assigned under an Asset Purchase Agreement), in each case after giving
      effect to any reductions of the Capital held by Wachovia or VFCC to be made
      on
      the date of such purchase (whether from the distribution of Collections or
      from
      the proceeds of purchases of Receivable Interests) would exceed Wachovia’s Bank
      Commitment.

     


    
      
        
        

      

      
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    (f)           Each
      Letter of Credit shall, among other things, (i) provide for the payment of
      sight
      drafts or other written demands for payment when presented for honor thereunder
      in accordance with the terms thereof and when accompanied by the documents
      described therein and (ii) have an expiry date not later than twelve (12) months
      after such Letter of Credit’s date of issuance and in no event later than the
      date set forth in clause (a) of the definition of Commitment Termination Date
      (as the same may be extended from time to time). Each Letter of Credit shall
      be
      subject either to the Uniform Customs and Practice for Documentary Credits
      (1993
      Revision), International Chamber of Commerce Publication No. 500, and any
      amendments or revisions thereof or the International Standby Practices
      (ISP98-International Chamber of Commerce Publication Number 590), and any
      amendments or revisions thereof, as determined by the L/C Bank.

     

    (g)           In
      the event of any request for a drawing under a Letter of Credit by the
      beneficiary thereof, the L/C Bank will promptly notify the Program Agent and
      the
      Seller of such request. Provided that it shall have received such notice, the
      Seller shall reimburse (such obligation to reimburse the L/C Bank shall
      sometimes be referred to as a “Reimbursement Obligation”) the L/C
      Bank prior to 11:00 A.M., New York time on each date (or, if such notice is
      received after 9:00 A.M., the next Business Day following such date) that an
      amount is paid by the L/C Bank under any Letter of Credit (each such date,
      a
“Drawing Date”) in an amount equal to the amount so paid by the L/C Bank.
      Upon the payment in full of such Reimbursement Obligation, the Capital of the
      related L/C Receivable Interest shall automatically be reduced by the amount
      of
      such Reimbursement Obligation. In the event the Seller fails to reimburse the
      L/C Bank for the full amount of any drawing under any Letter of Credit by 11:00
      A.M., New York time, on the Drawing Date (or, if such notice is received after
      9:00 A.M., the next Business Day following such date), the L/C Bank will
      promptly notify each Agent thereof, and the Seller shall be deemed to have
      requested that a purchase of a Receivable Interest be made by the Investors
      or
      the Banks pursuant to Section 2.02 in the amount of the unreimbursed drawing
      under such Letter of Credit. Any such purchase of a Receivable Interest from
      the
      Seller shall be subject to all of the terms and provisions for the purchase
      of a
      Receivable Interest set forth in Articles II and III, except that (i) no notice
      of purchase shall be required to be delivered by the Seller, (ii) the limitation
      on the number of purchases per month in Section 2.02(a) shall not apply, (iii)
      the Seller hereby directs the Investors or Banks funding such purchase to remit
      the proceeds of such purchase directly to the L/C Bank to be applied to the
      Reimbursement Obligation, thereby reducing the Capital of the related L/C
      Receivable Interest by the full amount of such Reimbursement Obligation, and
      (iv) for the purpose of determining compliance with Section 7.01(i) pursuant
      to
      the condition precedent set forth in Section 3.02(a), the Seller shall give
      effect to the use of proceeds to repay Capital of the related L/C Receivable
      Interest, as described in the preceding clause (iii).

     

    
      (h)           Notwithstanding
        any other provision of this Agreement, prior to the Drawing Date of the related
        Letter of Credit no Yield shall accrue or be payable on the Capital of the
        L/C
        Receivable Interest purchased in connection with such Letter of Credit. However,
        for the avoidance of doubt, the Capital of each L/C Receivable Interest shall
        be
        included in the calculation of Yield and Fee Reserve. Following the Drawing
        Date
        of the related Letter of Credit (and until payment in full of the Reimbursement
        Obligation), Yield shall accrue and be payable on the outstanding Capital
        of the
        L/C Receivable Interest purchased in connection with such Letter of Credit
        at
        the Assignee Rate. Program Fee (as such term is defined in the Facility Fee
        Agreement) shall be payable on the outstanding Capital of any L/C Receivable
        Interest, both prior to and after the Drawing Date of the related Letter
        of
        Credit. For the purpose of calculating the Liquidity Fee (as such term is
        defined in the Facility Fee Agreement), the Capital of the L/C Receivable
        Interests shall be disregarded, except to the extent of any unpaid Reimbursement
        Obligation arising from a drawing with respect to the related Letter of
        Credit.

    

     


    
      
        
        

      

      
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    (i)           In
      the event of a conflict between the Letter of Credit Application and this
      Agreement, this Agreement shall govern. It is understood and agreed that, except
      in the case of gross negligence or willful misconduct by the L/C Bank, the
      L/C
      Bank shall not be liable for any error, negligence and/or mistakes, whether
      of
      omission or commission, in following the Seller’s instructions or those
      contained in the Letters of Credit or any modifications, amendments or
      supplements thereto.

     

    (j)           In
      determining whether to honor any request for drawing under any Letter of Credit
      by the beneficiary thereof, the L/C Bank shall be responsible only to determine
      that the documents and certificates required to be delivered under such Letter
      of Credit have been delivered and that they comply on their face with the
      requirements of such Letter of Credit and that any other drawing condition
      appearing on the face of such Letter of Credit has been satisfied in the manner
      so set forth.

     

    (k)           The
      Seller’s obligations under this Section 2.18 (including, without limitation, the
      obligation of the Seller to reimburse the L/C Bank upon a draw under a Letter
      of
      Credit) shall be absolute and unconditional under any and all circumstances
      and
      irrespective of:

     

    (i)           any
      lack of validity or enforceability of any Letter of Credit, this Agreement,
      or
      any other agreement or instrument relating thereto;

     

    (ii)           any
      claim of breach of warranty that might be made by the Seller, its Affiliates
      or
      the L/C Bank against the beneficiary of a Letter of Credit, or the existence
      of
      any claim, counterclaim, set-off, defense or other right that the Seller or
      any
      Originator may have at any time against any beneficiary or any transferee of
      any
      Letter of Credit (or any Person for whom any such beneficiary or any such
      transferee may be acting), the L/C Bank or any other person, whether in
      connection with this Agreement, the transactions contemplated hereby or by
      any
      Letter of Credit or any agreement or instrument relating thereto, or any
      unrelated transaction;

     

    
      (iii)           the
        lack of power or authority of any signer of, or lack of validity, sufficiency,
        accuracy, enforceability or genuineness of, any draft, demand, instrument,
        certificate or other document presented under any Letter of Credit, or any
        draft, demand, certificate or other document presented under any Letter of
        Credit proving to be forged, fraudulent, invalid or insufficient in any respect
        (provided that such draft, demand, certificate or other document presented
        pursuant to such Letter of Credit appears on its face to comply with the
        terms
        thereof) or any statement therein being untrue or inaccurate in any respect;
        or
        any loss or delay in the transmission or otherwise of any document required
        in
        order to make a drawing under such Letter of Credit;

    

     


    
      
        
        

      

      
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    (iv)           any
      payment by the L/C Bank under any Letter of Credit against presentation of
      a
      draft or certificate that does not strictly comply with the terms of such Letter
      of Credit (provided that such draft, demand, certificate or other document
      presented pursuant to such Letter of Credit appears on its face to comply with
      the terms thereof); or any payment made by the L/C Bank under any Letter of
      Credit to any Person purporting to be a trustee in bankruptcy,
      debtor-in­possession, assignee for the benefit of creditors, liquidator,
      receiver or other representative of or successor to any beneficiary or any
      transferee of such Letter of Credit, including any arising in connection with
      any proceeding under the Bankruptcy Code of the United States, or any other
      liquidation, conservatorship, bankruptcy, assignment for the benefit of
      creditors, moratorium, rearrangement, receivership, insolvency, reorganization,
      or similar debtor relief laws of the United States or other applicable
      jurisdictions from time to time in effect and affecting the rights of creditors
      generally;

     

    (v)           
      any exchange, release or non-perfection of any collateral, or any release or
      amendment or waiver of or consent to the departure from any guarantee, for
      all
      or any of the obligations of the Seller or any Originator in respect of any
      Letter of Credit;

     

    (vi)           the
      solvency of, or any acts or omissions by, any beneficiary of any Letter of
      Credit, or any other Person having a role in any transaction or obligation
      relating to a Letter of Credit, or the existence, nature, quality, quantity,
      condition, value or other characteristic of any property or services relating
      to
      a Letter of Credit;

     

    (vii)          any
      material adverse change in the business, operations, property or financial
      or
      other condition of the Seller, any Originator or any Affiliates
      thereof;

     

    (viii)         any
      breach of this Agreement or any other Transaction Document by any party
      thereto;

     

    (ix)           
      the occurrence of any event of the type described in Section 7.01(g) with
      respect to the Seller, any Originator or any Affiliate thereof;

     

    (x)            
      the fact that an Event of Termination or an Incipient Event of Termination
      shall
      have occurred and be continuing;

     

    (xi)           
      the fact that this Agreement or the obligations of Seller hereunder shall have
      been terminated; and

     


    
      
        
        

      

      
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    (xii)
      any
      other circumstance or happening whatsoever, whether or not similar to any of
      the
      foregoing, including any other circumstance that might otherwise constitute
      a
      defense available to, or a discharge of, the Seller or the applicable
      Originator,

     

    provided
      that, the Seller shall not hereby be precluded from asserting any claim for
      direct (but not consequential) damages suffered by the Seller to the extent,
      but
      only to the extent, caused by (i) the willful misconduct or gross negligence
      of
      the L/C Bank or (ii) the L/C Bank’s failure to pay under any Letter of Credit
      issued by it after the presentation to it of a request strictly complying with
      the terms and conditions of such Letter of Credit. Seller shall promptly examine
      a copy of each Letter of Credit and each amendment thereto that is delivered
      to
      it, and, in the event of any claim of noncompliance with the Seller’s
      instructions or other irregularity, the Seller will immediately (and in any
      event within 5 Business Days) notify the L/C Bank. The Seller shall be
      conclusively deemed to have waived any such claim against the L/C Bank and
      its
      correspondents unless such notice is given as aforesaid.

     

    (l)           At
      such time as any Letter of Credit shall have (i) expired undrawn, (ii) expired
      following a partial drawing with respect to which the applicable Reimbursement
      Obligation has been paid in full or (iii) been returned to the L/C Bank and
      cancelled, the Capital of the related L/C Receivable Interest shall
      automatically reduce to zero, and the L/C Bank shall promptly notify the Program
      Agent and the Seller thereof.

     

    (m)           If
      the L/C Termination Date shall occur solely as a result of the occurrence of
      the
      event described in clause (iii) of the definition thereof and the parties hereto
      desire to continue the Letter of Credit facility provided for in this Section
      2.18, the terms for continuing such facility shall be subject to the mutual
      agreement of the parties at such time.

     

    (n)           The
      Seller shall pay the L/C Bank certain fees with respect to the Letters of Credit
      in the amounts and on the dates set forth in a separate fee agreement of even
      date among the Seller, the Program Agent and the L/C Bank, as the same may
      be
      amended or restated from time to time (the “L/C Fee
      Agreement”).

     

    SECTION
      2.19. L/C Collateral Account. (a) On or prior to
      the date on which the initial L/C Receivable Interest is purchased hereunder,
      the L/C Bank shall establish and maintain or cause to be established and
      maintained in its name, an account (such account being the “L/C Collateral
      Account”), such account bearing a designation clearly indicating that the
      funds deposited therein are held for the benefit of the L/C Bank and entitled
      “L/C Collateral Account for the Olin Receivables Purchase Agreement”. The L/C
      Collateral Account shall be under the sole dominion and control of the L/C
      Bank,
      and neither the Seller, nor any Person claiming by, through or under the Seller,
      shall have any right, title or interest in, or any right to withdraw any amount
      from the L/C Collateral Account. The tax identification number associated with
      the L/C Collateral Account shall be that of the Seller.

     


    
      
        
        

      

      
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    (b)     Funds
      on
      deposit in the L/C Collateral Account shall, at the written direction and risk
      of the Seller, be invested by the L/C Bank in Eligible Investments as instructed
      by the Seller in writing (which may be a standing instruction). Such funds
      shall
      be invested in Eligible Investments that will mature so that funds will be
      available in amounts sufficient for the L/C Bank to make each distribution
      as
      and when required under the terms of this Agreement. All interest and other
      investment earnings (net of losses and investment expenses) received on funds
      on
      deposit in the L/C Collateral Account shall be added to the L/C Collateral
      Account.

     

    (c)           The
      Seller hereby grants to the L/C Bank a security interest in the L/C Collateral
      Account, all funds from time to time credited to the L/C Collateral Account,
      all
      financial assets (including, without limitation, Eligible Investments) from
      time
      to time acquired with any such funds or otherwise credited to the L/C Collateral
      Account, all interest, dividends, cash, instruments and other investment
      property from time to time received, receivable or otherwise distributed in
      respect of or in exchange for any or all of such funds or such financial assets,
      and all other proceeds thereof.

     

    (d)           The
      grant of a security interest by the Seller to the L/C Bank pursuant to
      subsection (c) above secures the Seller’s obligation to pay Reimbursement
      Obligations, and to pay interest thereon, pursuant to Section 2.18. On each
      Settlement Date (Yield and Fees) following the funding of the L/C Collateral
      Account, the L/C Bank shall, to the extent any fees with respect to the L/C
      Receivable Interests that are due and payable are not paid on such date pursuant
      to Section 2.04, withdraw from the L/C Collateral Account funds in the amount
      of
      such unpaid fees from the funds then on deposit in the L/C Collateral Account
      that constitute interest and other investment earnings thereon, and apply such
      funds to the payment of such unpaid fees. The L/C Bank may at any time following
      a drawing on a Letter of Credit apply funds available in the L/C Collateral
      Account to the payment of the Reimbursement Obligations and interest thereon.
      At
      such time as all Letters of Credit shall have been fully drawn, shall have
      expired undrawn or shall have been returned to the L/C Bank and cancelled and
      all Reimbursement Obligations and interest thereon shall have been paid in full,
      the L/C Bank shall pay all remaining funds in the L/C Collateral Account to
      the
      Seller.

     

    SECTION
      2.20. Repurchase Option. The Seller shall have the
      right to repurchase all, but not less than all, of the Receivable Interests
      held
      by the Investors and the Banks and to terminate this Agreement upon not less
      than ten Business Days’ prior written notice to the Program Agent. Such notice
      shall specify the date that the Seller desires that such repurchase occur (such
      date, the “Repurchase Date”) and shall be irrevocable. On the Repurchase
      Date, the Seller shall deposit into the Investor Agent’s Account for each
      Investor Agent in immediately available funds an amount equal to the sum of
      (i)
      the aggregate outstanding Capital of the Receivable Interests held by the
      Investors and/or the Banks in such Investor Agent’s Group, (ii) all accrued
      and unpaid Yield thereon to the Repurchase Date, (iii) all accrued and unpaid
      Fees owing to such Investors and Banks and such Investor Agent and (if such
      Investor Agent is the Program Agent) the Program Agent, (iv) the Liquidation
      Fee
      (if any) owing to such Investors and Banks in respect of such repurchase and
      (v)
      all expenses and other amounts owing to any of such Investors and Banks and
      such
      Investor Agent and (if such Investor Agent is the Program Agent) the Program
      Agent under the Transaction Documents. Any repurchase pursuant to this Section
      2.20 shall be made without recourse to or warranty by the Agents, the Investors
      or the Banks. Further, on the Repurchase Date, the Bank Commitments for all
      the
      Banks shall terminate, each of the Commitment Termination Date and Facility
      Termination Date shall occur, the Termination Date for all Receivable Interests
      shall occur and no further purchases or reinvestments of Collections shall
      be
      made hereunder; provided, that the provisions of this Agreement
      referenced in Section 11.09 shall survive such termination.

     


    
      
        
        

      

      
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    ARTICLE
      III

     

    CONDITIONS
      OF PURCHASES

     

    SECTION
      3.01. Conditions Precedent to Initial Purchase. The
      initial purchase of a Receivable Interest under this Agreement is subject to
      the
      conditions precedent that the Program Agent and each Investor Agent 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
      Program Agent and each Investor Agent:

     

    (a)           Certified
      copies of the resolutions (or similar authorization, if not a corporation)
      of
      the Board of Directors (or similar governing body or Persons, if not a
      corporation) of the Seller, the Parent and the other Originators approving
      this
      Agreement, the Originator Purchase Agreement and any other Transaction Documents
      to which it is a party and certified copies of all documents evidencing other
      necessary corporate, limited liability company or partnership, as the case
      may
      be, action and governmental approvals, if any, with respect to this Agreement,
      the Originator Purchase Agreement and any such Transaction
      Documents.

     

    (b)           A
      certificate of the Secretary or Assistant Secretary of the Seller, the Parent
      and the other Originators certifying the names and true signatures of the
      officers of the Seller, the Parent and the other Originators authorized to
      sign
      this Agreement, the Originator Purchase Agreement and the other documents to
      be
      delivered by it hereunder and thereunder.

     

    (c)           Acknowledgment
      copies of proper financing statements, duly filed on or before the date of
      such
      initial purchase under the UCC of all jurisdictions necessary to perfect the
      ownership and security interests contemplated by this Agreement and the
      Originator Purchase Agreement.

     

    (d)           Acknowledgment
      copies of proper financing statements, if any, necessary to release all security
      interests and other rights of any Person in (i) the Receivables, Contracts
      or
      Related Security previously granted by the Seller or any Originator and (ii)
      the
      collateral security referred to in Section 2.11 previously granted by the
      Seller.

     

    (e)           Completed
      requests for information, dated on or before the date of such initial purchase,
      listing all effective financing statements filed in the jurisdictions referred
      to in subsection (c) above and in any other jurisdictions reasonably requested
      by the Program Agent that name the Seller or any Originator as debtor, together
      with copies of such other financing statements (none of which shall cover any
      Receivables, Contracts, Related Security or the collateral security referred
      to
      in Section 2.11).

     

    (f)           Executed
      copies of Deposit Account Agreements with each Deposit Bank.

     


    
      
        
        

      

      
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    (g)           Favorable
      opinions of (i) Cravath, Swaine & Moore LLP, counsel for the Seller, the
      Parent and the other Originators, substantially in the form of Annex C-1 hereto,
      (ii) Richards, Layton & Finger, P.A., counsel for the Seller, substantially
      in the form of Annex C-2A, C-2B, C-2C or C-2D, as applicable, hereto, (iii)
      the
      General Counsel of the Parent, substantially in the form of Annex C-3 hereto,
      (iv) Edwards Angell Palmer & Dodge LLP, substantially in the form of Annex
      C-4 hereto, (v) Hunton & Williams LLP, substantially in the form of Annex
      C-5 hereto, (vi) Shumaker, Loop & Kendrick, LLP, substantially in the form
      of Annex C-6 hereto, and (v) Blake, Cassels & Graydon LLP, substantially in
      the form of Annex C-7 hereto.

     

    (h)           The
      Fee Agreements.

     

    (i)           The
      Funds Transfer Letter.

     

    (j)           An
      executed copy of the Originator Purchase Agreement.

     

    (k)           A
      copy of the limited liability company agreement, the by-laws or other
      organizational documents of the Seller, the Parent and the other Originators,
      certified by the Secretary or Assistant Secretary of the Seller, the Parent
      or
      such other Originators, as the case may be.

     

    (l)           A
      copy of the certificate of formation or articles of incorporation of each of
      the
      Seller, the Parent and the other Originators certified as of a recent date
      by
      the Secretary of State or other appropriate official of the state of its
      organization, and a certificate as to the good standing of each of the Seller,
      the Parent and the other Originators from such Secretary of State or other
      official, dated as of a recent date.

     

    (m)           An
      opening pro forma balance sheet of the Seller as at the end of the calendar
      month preceding the date of the initial purchase under this Agreement, and
      giving effect to the initial purchase to be made under this Agreement (the
      “Pro Forma Balance Sheet”).

     

    (n)           An
      executed copy of the Undertaking.

     

    SECTION
      3.02. Conditions Precedent to All Purchases and
      Reinvestments. Each purchase (including the initial purchase) of a
      Receivable Interest from the Seller and each reinvestment shall be subject
      to
      the further conditions precedent that (a) in the case of each purchase of a
      Receivable Interest from the Seller, the Collection Agent shall have delivered
      to the Program Agent and each Investor Agent at least one Business Day prior
      to
      such purchase, in form and substance satisfactory to the Program Agent, a
      completed Seller Report containing information covering the most recently ended
      reporting period for which information is required pursuant to Section 6.02(g)
      and demonstrating that after giving effect to such purchase no Event of
      Termination or Incipient Event of Termination under Section 7.01(i) would occur,
      (b) in the case of each reinvestment, the Collection Agent shall have delivered
      to the Program Agent and each Investor Agent on or prior to the date of such
      reinvestment the completed Seller Report required to be delivered on or prior
      to
      such date pursuant to Section 6.02(g) and (c) on the date of such purchase
      or
      reinvestment the following statements shall be true, except that the statement
      in clause (iii) below is required to be true only if such purchase or
      reinvestment is by an Investor (and acceptance of the proceeds of such purchase
      or reinvestment shall be deemed a representation and warranty by the Seller,
      the
      Parent and the Collection Agent (each as to itself) that such statements are
      then true):

     


    
      
        
        

      

      
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    (i)             
      The representations and warranties contained in Sections 4.01 and 4.02 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
      reinvestment or (B) if such representation or warranty is by its terms qualified
      by materiality, correct on and as of the date of such purchase or reinvestment,
      in each case, as though made on and as of such date (except that (x) the
      representation contained in Section 4.01(e) shall be made on and after (but
      not
      prior to) the date of the initial purchase hereunder, and (y) the representation
      contained in the second sentence of Section 4.02(e) shall be made only on the
      date of the initial purchase hereunder),

     

    (ii)            
      No event has occurred and is continuing, or would result from such purchase
      or
      reinvestment, that constitutes an Event of Termination or, in the case of a
      purchase only, an Incipient Event of Termination,

     

    (iii)           
      The Program Agent shall not have given the Seller at least one Business Day’s
      notice that the Investors have terminated the reinvestment of Collections in
      Receivable Interests or, in the case of any reinvestment by a particular
      Investor, the Investor Agent for such Investor shall not have given the Seller
      notice that such Investor has terminated the reinvestment of Collections in
      Receivable Interests (unless such notice has been revoked by such Investor
      Agent),

     

    (iv)           Each
      Originator shall have sold or contributed to the Seller, pursuant to the
      Originator Purchase Agreement, all Originator Receivables originated by it
      and
      arising on or prior to such date, and

     

    (v)           
      No Change of Control Date shall have occurred, and

     

    (d)
      The
      Program Agent and the Investor Agents shall have received such other approvals,
      opinions or documents as the Program Agent or any Investor Agent may reasonably
      request as a result of any change in law occurring after the date of this
      Agreement.

     

    ARTICLE
      IV

     

    REPRESENTATIONS
      AND WARRANTIES

     

    SECTION
      4.01. Representations and Warranties of the Seller.
      The Seller hereby represents and warrants as follows:

     

    (a)
      The
      Seller is a limited liability company duly formed, validly existing and in
      good
      standing under the laws of the jurisdiction set forth in Schedule IV hereto
      (as
      such Schedule IV 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;
      provided, that the Seller’s failure to be qualified to do business in the
      State of Illinois on the date of this Agreement shall not be a breach of this
      Section 4.01(a) so long as the Seller shall have obtained such qualification
      prior to the date of the initial purchase under this Agreement.

     


    
      
        
        

      

      
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    (b)           The
      execution, delivery and performance by the Seller of the Transaction Documents
      to which it is a party and the other documents to be delivered by it hereunder,
      including the Seller’s use of the proceeds of purchases and reinvestments, (i)
      are within the Seller’s limited liability company powers, (ii) have been duly
      authorized by all necessary limited liability company action, (iii) do not
      contravene (1) the Seller’s certificate of formation or limited liability
      company agreement, (2) any law, rule or regulation applicable to the Seller,
      (3)
      any contractual restriction binding on or affecting the Seller or its property
      or (4) any order, writ, judgment, award, injunction or decree binding on or
      affecting the 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 interest created pursuant
      to this Agreement). Each of the Transaction Documents to which the Seller is
      a
      party has been duly executed and delivered by the Seller.

     

    (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 the Seller of the Transaction Documents to which
      it
      is a party or any other document to be delivered thereunder, except for the
      filing of UCC financing statements which are referred to therein.

     

    (d)           Each
      of the Transaction Documents to which it is a party constitutes the legal,
      valid
      and binding obligation of the Seller enforceable against the 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)           The
      Pro Forma Balance Sheet of the Seller fairly presents the financial condition
      of
      the Seller as at the date specified therein, in accordance with generally
      accepted accounting principles in the United States, subject to year end audit
      adjustments and the absence of footnotes, and since the date of the initial
      purchase made under this Agreement there has been no material adverse change
      in
      the business, operations, property, prospects or financial or other condition
      of
      the Seller.

     

    (f)           There
      is no pending or threatened action, investigation or proceeding affecting the
      Seller, the Parent or any of their Subsidiaries before any court, governmental
      agency or arbitrator which, if adversely determined, could reasonably be
      expected to materially adversely affect the financial condition or operations
      of
      the Seller, the Parent or any of their Subsidiaries or the ability of the Seller
      or the Parent to perform their respective obligations under any Transaction
      Document, or which purports to affect the legality, validity or enforceability
      of any Transaction Document.

     


    
      
        
        

      

      
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    (g)           No
      proceeds of any purchase or reinvestment will be used (i) to acquire any equity
      security of a class which is registered pursuant to Section 12 of the Securities
      Exchange Act of 1934 or (ii) for the purpose, whether immediate, incidental
      or
      ultimate, of buying or carrying any “margin stock” within the meaning of
      Regulation U issued by the Board of Governors of the Federal Reserve System
      of
      the United States.

     

    (h)           Immediately
      prior to the purchase by the relevant Investors and/or Banks, as the case may
      be, the Seller is the legal and beneficial owner of the Pool Receivables and
      Related Security which are the subject of such purchase free and clear of any
      Adverse Claim; upon each purchase or reinvestment, the relevant Investors or
      the
      Banks (including the L/C Bank), as the case may be, shall acquire a valid and
      perfected first priority undivided percentage ownership interest to the extent
      of the pertinent Receivable Interest in each Pool Receivable then existing
      or
      thereafter arising and in the Related Security and Collections with respect
      thereto. No effective financing statement or other instrument similar in effect
      covering any Contract or any Pool Receivable or the Related Security or
      Collections with respect thereto is on file in any recording office, except
      those filed in favor of the Program Agent relating to this Agreement and in
      favor of the Seller pursuant to the Originator Purchase Agreement. Each
      Receivable characterized in any Seller Report or other written statement made
      by
      or on behalf of the Seller as an Eligible Receivable or as included in the
      Net
      Receivables Pool Balance is, as of the date of such Seller Report or other
      statement, an Eligible Receivable as properly included in the Net Receivables
      Pool Balance.

     

    (i)           Each
      Seller Report (if prepared by the Seller or one of its Affiliates, or to the
      extent that information contained therein is supplied by the Seller or an
      Affiliate), information, exhibit, financial statement, document, book, record
      or
      report furnished or to be furnished at any time by or on behalf of the Seller
      to
      the Program Agent, the Investor Agents, the Investors or the Banks 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 Program Agent, the Investor
      Agents, the Investors or the Banks, as the case may be, at such time) as of
      the
      date so furnished, and no such document contains or will contain, as of its
      date
      of delivery or the date so furnished, any untrue statement of a material
      fact.

     

    (j)           The
      principal place of business and chief executive office of the Seller and the
      office where the Seller keeps its records concerning the Pool Receivables are
      located at the address or addresses referred to in Section 5.01(b) (or, by
      notice to the Program Agent and each Investor Agent in accordance with Section
      5.01(b), at any other locations within the United States). The Seller is located
      in the jurisdiction of organization set forth in Schedule IV hereto for purposes
      of Section 9-307 of the UCC as in effect in the State of New York; and the
      office in the jurisdiction of organization of the Seller in which a UCC
      financing statement is required to be filed in order to perfect the security
      interest granted by the Seller hereunder is set forth in Schedule IV hereto
      (in
      each case as such Schedule IV may be amended from time to time pursuant to
      Section 5.01(b)).

     

    (k)           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 of the Seller
      at such Deposit Banks, are as specified in Schedule I hereto, as such Schedule
      I
      may be amended from time to time pursuant to Section 5.01(g). The Seller has
      directed or caused each Obligor to be directed to make payment to a Lock-Box
      or
      Deposit Account. The Seller has delivered to the Program Agent a fully executed
      Deposit Account Agreement with respect to each Deposit Account and any
      associated Lock-Boxes.

     


    
      
        
        

      

      
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    (l)    Each
      purchase
      of a Receivable Interest and each reinvestment of Collections in Pool
      Receivables will constitute (i) a “current transaction” within the meaning of
Section
      3(a)(3) of the Securities Act of 1933, as amended, and (ii) a purchase or other
      acquisition of notes, drafts, acceptances, open accounts receivable or other
      obligations representing part or all 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.

     

    (m)    The
      Seller is
      not known by and does not use any tradename or doing-business-as
      name.

     

    (n)           The
      Seller was formed on July 13, 2007, and the Seller did not engage in any
      business activities prior to the date of this Agreement other than business
      required or incidental to entering into this Agreement and the other Transaction
      Documents. The Seller has no Subsidiaries.

     

    (o)           (i)
      The fair value of the property of the Seller is greater than the total amount
      of
      liabilities, including contingent liabilities, of the Seller, (ii) the present
      fair salable value of the assets of the Seller is not less than the amount
      that
      will be required to pay all probable liabilities of the Seller on its debts
      as
      they become absolute and matured, (iii) the Seller does not intend to, and
      does
      not believe that it will, incur debts or liabilities beyond the Seller’s
      abilities to pay such debts and liabilities as they mature and (iv) the Seller
      is not engaged in a business or a transaction, and is not about to engage in
      a
      business or a transaction, for which the Seller’s property would constitute
      unreasonably small capital.

     

    (p)           With
      respect to each Pool Receivable, the Seller (i) shall have received such Pool
      Receivable as a contribution to the capital of the Seller by the Parent or
      (ii)
      shall have purchased such Pool Receivable from the Originators in exchange
      for
      payment (made by the Seller to the Originators in accordance with the provisions
      of the Originator Purchase Agreement) of cash, Deferred Purchase Price, by
      delivery of a Letter of Credit or a combination thereof in an amount which
      constitutes fair consideration and reasonably equivalent value. Each such sale
      referred to in clause (ii) of the preceding sentence shall not have been made
      for or on account of an antecedent debt owed by the Originators to the Seller
      and no such sale is or may be voidable or subject to avoidance under any section
      of the Federal Bankruptcy Code.

     

    (q)           The
      Seller has (i) timely filed all federal tax returns required to be filed, (ii)
      timely filed all other material state and local tax returns and (iii) 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)           No
      event has occurred and is continuing that constitutes an Event of Termination
      and, if this representation is being made as of the date of any purchase of
      a
      Receivable Interest, no event has occurred and is continuing that constitutes
      an
      Incipient Event of Termination.

     


    
      
        
        

      

      
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    (s)           The
      location of the 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).

     

    (t)           The
      Seller does not carry on business in Canada for the purposes of the Tax
      Act.

     

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

     

    (v)           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.

     

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

     

    SECTION
      4.02. Representations and Warranties of the Collection
      Agent. The Collection Agent hereby represents and warrants as
      follows:

     

    (a)           The
      Collection Agent is a corporation duly incorporated, validly existing and in
      good standing under the laws of Virginia, 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 Investors and the Banks
      hereunder, (ii) the collectibility of the Receivables Pool, or (iii) the ability
      of Collection Agent to perform its obligations hereunder.

     

    (b)           The
      execution, delivery and performance by the Collection Agent of this Agreement
      and any other documents to be delivered by it hereunder (i) are within the
      Collection Agent’s corporate powers, (ii) have been duly authorized by all
      necessary corporate action, (iii) do not contravene (1) the Collection Agent’s
      charter or by-laws, (2) any law, rule or regulation applicable to the Collection
      Agent, (3) any material contractual restriction binding on or affecting the
      Collection Agent or its property or (4) any order, writ, judgment, award,
      injunction or decree binding on or affecting the Collection Agent 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. This Agreement has been duly executed and delivered by the
      Collection Agent.

     

    (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 the Collection Agent of this Agreement or any other
      document to be delivered by it hereunder.

     


    
      
        
        

      

      
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    (d)           This
      Agreement constitutes the legal, valid and binding obligation of the Collection
      Agent enforceable against the Collection Agent 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)           The
      consolidated balance sheets of the Collection Agent and its consolidated
      Subsidiaries as at December 31, 2006, and the related consolidated statements
      of
      income and retained earnings of the Collection Agent and its consolidated
      Subsidiaries for the fiscal year then ended, copies of which have been furnished
      to the Program Agent and each Investor Agent, fairly present the financial
      condition of the Collection Agent and its consolidated Subsidiaries as at such
      date and the results of the operations of the Collection Agent 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
      Collection Agent.

     

    (f)           There
      is no pending or threatened action, investigation or proceeding affecting the
      Collection Agent 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 the Collection Agent
      to
      perform its obligations under this Agreement, or which purports to affect the
      legality, validity or enforceability of this Agreement.

     

    (g)           Each
      Receivable characterized in any Seller Report as an Eligible Receivable or
      as
      included in the Net Receivables Pool Balance is, as of the date of such Seller
      Report, an Eligible Receivable or properly included in the Net Receivables
      Pool
      Balance.

     

    (h)           Each
      Seller Report (if prepared by the Collection Agent or one of its Affiliates,
      or
      to the extent that information contained therein is supplied by the Collection
      Agent or an Affiliate), information, exhibit, financial statement, document,
      book, record or report furnished or to be furnished at any time by the
      Collection Agent to the Agents, the Investors or the Banks 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 Agents, Investors or the Banks, as the
      case may be, at such time) as of the date so furnished, and no such document
      contains or will contain, as of its date of delivery or the date so furnished,
      any untrue statement of a material fact.

     

    (i)           The
      Collection Agent 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).

     

    (j)           The
      Collection Agent, in its capacity as such, does not carry on business in Canada
      for the purposes of the Tax Act.

     

    
      (k)           All
        services rendered by the Collection Agent with respect to the servicing,
        administration and collection of the Canadian Receivables are rendered outside
        of Canada.

    

     


    
      
        
        

      

      
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    ARTICLE
      V

     

    COVENANTS

     

    SECTION
      5.01. Covenants of the Seller. Until the latest of
      the Facility Termination Date or the date on which no Capital of or Yield on
      any
      Receivable Interest shall be outstanding or the date all other amounts owed
      by
      the Seller hereunder to the Investors, the Banks, the Investor Agents or the
      Program Agent are paid in full:

     

    (a)           Compliance
      with Laws, Etc. The Seller will comply in all material respects with all
      applicable laws, rules, regulations and orders and preserve and maintain its
      limited liability company existence, rights, franchises, qualifications, and
      privileges except to the extent that the failure so to comply with such laws,
      rules and regulations or the failure so to preserve and maintain such rights,
      franchises, qualifications, and privileges would not materially adversely affect
      the collectibility of the Receivables Pool or the ability of the Seller to
      perform its obligations under the Transaction Documents.

     

    (b)           Offices,
      Records, Name and Organization. The Seller will keep its principal place of
      business and chief executive office and the office where it keeps its records
      concerning the Pool Receivables at the address of the Seller set forth on
      Schedule III hereto or, upon 30 days’ prior written notice to the Program Agent
      and each Investor Agent, at any other locations within the United States. The
      Seller will not change its name or its state of organization, unless (i) the
      Seller shall have provided the Program Agent and each Investor Agent with at
      least 30 days’ prior written notice thereof, together with an updated Schedule
      IV, and (ii) no later than the effective date of such change, all actions,
      documents and agreements reasonably requested by the Program Agent to protect
      and perfect the Program Agent’s interest in the Receivables, the Related
      Security and the other assets of the Seller in which a security interest is
      granted hereunder have been taken and completed. Upon confirmation by the
      Program Agent to the Seller of the Program Agent’s receipt of any such notice
      (together with an updated Schedule IV) and the completion or receipt of the
      actions, agreements and documents referred to in clause (ii) of the preceding
      sentence, Schedule IV hereto shall, without further action by any party, be
      deemed to be amended and replaced by the updated Schedule IV accompanying such
      notice. The Seller also will (or will cause the Collection Agent to) maintain
      and implement administrative and operating procedures (including, without
      limitation, an ability to recreate records evidencing Pool Receivables and
      related Contracts in the event of the destruction of the originals thereof),
      and
      keep and maintain (or cause the Collection Agent to keep and maintain) all
      documents, books, records and other information reasonably necessary or
      advisable for the collection of all Pool Receivables (including, without
      limitation, records adequate to permit the daily identification of each Pool
      Receivable and all Collections of and adjustments to each existing Pool
      Receivable).

     

    
      (c)           Performance
        and Compliance with Contracts and Credit and Collection Policy. The
        Seller will (or will cause the Collection Agent to), 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
        Pool
        Receivables, and timely and fully comply (or cause the Collection Agent to
        timely and fully comply) in all material respects with the Credit and Collection
        Policy in regard to each Pool Receivable and the related
        Contract.

    


    
      
        
        

      

      
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    (d)           Sales,
      Liens, Etc. Except for the ownership and security interests created
      hereunder in favor of the Program Agent, the 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, the Seller’s undivided interest
      in any Pool Receivable, Related Security, related Contract or Collections,
      or
      upon or with respect to any account to which any Collections of any Pool
      Receivable are sent, or assign any right to receive income in respect
      thereof.

     

    (e)           Extension
      or Amendment of Receivables. Except as provided in Section 6.02(c), the
      Seller will not (and will not permit the Collection Agent or any Originator
      to)
      extend, amend or otherwise modify the terms of any Pool Receivable, or amend,
      modify or waive any term or condition of any Contract related
      thereto.

     

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

     

    (g)           Change
      in Payment Instructions to Obligors. The Seller will not add or terminate
      any bank, post office box or bank account as a Deposit Bank or Lock-Box or
      Deposit Account from those listed in Schedule I to this Agreement, or make
      any
      change in its instructions to Obligors regarding payments to be made to the
      Seller or payments to be made to any Lock-Box or Deposit Account, unless the
      Program Agent shall have received notice of such addition, termination or change
      (including an updated Schedule I) and a fully executed Deposit Account Agreement
      with each new Deposit Bank or with respect to each new Lock-Box or Deposit
      Account.

     

    (h)           Deposits
      to Lock-Boxes and Deposit Accounts. The Seller will (or will cause the
      Collection Agent or the Originators to) instruct all Obligors to remit all
      their
      payments in respect of Receivables to Lock-Boxes or Deposit Accounts. If the
      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. The Seller will not deposit or otherwise credit, or cause or permit
      to
      be so deposited or credited, to any Lock-Box or Deposit Account cash or cash
      proceeds other than Collections of Receivables.

     

    (i)           Marking
      of Records. At its expense, the Seller will (or will cause the Collection
      Agent to) mark its master data processing records evidencing Pool Receivables
      with a legend evidencing that Receivable Interests related to such Pool
      Receivables have been sold in accordance with this Agreement.

     

    
      (j)           Further
        Assurances. (i) The 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 Program Agent
        or
        any Investor Agent may reasonably request, to perfect, protect or more fully
        evidence the Receivable Interests purchased under this Agreement, or to enable
        the Investors, the Banks, the Investor Agents or the Program Agent to exercise
        and enforce their respective rights and remedies under this
        Agreement.

    

     


    
      
        
        

      

      
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    (ii)           The
      Seller authorizes the Program Agent to file financing or continuation
      statements, and amendments thereto and assignments thereof, relating to the
      Pool
      Receivables and the Related Security and the Collections with respect thereto,
      which financing statements may describe the collateral covered thereby as “all
      assets of the Seller,” “all personal property of the Seller” or words of similar
      effect.

     

    (k)    Reporting
      Requirements. The Seller will provide to the Program Agent and the Investor
      Agents 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, balance sheets of the
      Parent and its Subsidiaries as of the end of such quarter and statements of
      income and retained earnings of the Parent and its 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 annual report for such year for the Parent
      and
      its Subsidiaries, containing financial statements for such year audited by
      KPMG
      LLP or another independent nationally recognized firm of public
      accountants;

     

    (iii)           as
      soon as available and in any event within 45 days after the end of each of
      the
      first three quarters and within 90 days after the end of the fourth fiscal
      quarter of each fiscal year of the Seller, a balance sheet of the Seller as
      of
      the end of such quarter and a statement of income and retained earnings of
      the
      Seller for the period commencing at the end of the previous fiscal year and
      ending with the end of such quarter, certified by an officer of the
      Seller;

     

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

     

    (v)           [intentionally
      omitted];

     

    (vi)           promptly
      after the filing or receiving thereof, copies of all reports and notices that
      the Seller or any Affiliate files under ERISA with the Internal Revenue Service
      or the PBGC or the U.S. Department of Labor or that the Seller 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 Seller 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
      Seller and/or any such Affiliate in excess of $25,000,000;

     


    
      
        
        

      

      
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    (vii)           at
      least 30 days prior to any change in the name, jurisdiction of organization
      or
      Location of the Parent, any Originator or the Seller, a notice setting forth
      the
      new name, jurisdiction of organization or Location and the effective date
      thereof;

     

    (viii)           promptly
      after the Seller obtains knowledge thereof, notice of any “Event of Termination”
or “Facility Termination Date” under the Originator Purchase
      Agreement;

     

    (ix)           so
      long as any Capital shall be outstanding, as soon as possible and in any event
      no later than the day of occurrence thereof, notice that any Originator has
      stopped selling or contributing to the Seller, pursuant to the Originator
      Purchase Agreement, all newly arising Originator Receivables;

     

    (x)           at
      the time of the delivery of the financial statements provided for in clauses
      (i)
      and (ii) of this paragraph, a certificate of the chief financial officer or
      the
      treasurer of (A) the Seller to the effect that, to the best of such officer’s
      knowledge, no Event of Termination has occurred and is continuing or, if any
      Event of Termination has occurred and is continuing, specifying the nature
      and
      extent thereof and (B) the Parent to the effect that, to the best of such
      officer’s knowledge, the Parent was (or was not) in compliance with the
      financial covenants contained in the Credit Agreement as of the fiscal quarter
      or fiscal year ended for which such financial statements are being provided
      and
      providing reasonable details of the calculations evidencing the Parent’s
      compliance or non-compliance with the financial covenants contained in the
      Credit Agreement);

     

    (xi)           promptly
      after receipt thereof, copies of all notices received by the Seller from any
      Originator under the Originator Purchase Agreement;

     

    (xii)           promptly
      (and in any event within five Business Days) after any amendment or waiver
      of,
      or addition to or deletion of, any of the financial covenants contained in
      the
      Credit Agreement (including any of the defined terms used in such financial
      covenants), or the replacement of the Credit Agreement with another credit
      facility, a copy of such amendment, waiver or replacement credit facility;
      and

     

    (xiii)          such
      other information respecting the Receivables or the condition or operations,
      financial or otherwise, of the Seller, the Parent or any other Originator as
      the
      Program Agent or any Investor Agent 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; provided that the Parent shall deliver
        paper copies of the reports and financial statements referred to in clauses
        (i)
        and (ii) of this Section 5.01(k) to the Program Agent or any Investor Agent
        or Bank who requests the Parent to deliver such paper copies until written
        notice to cease delivering paper copies is given by the Program Agent or
        such
        Investor Agent or Bank, as applicable.

    


    
      
        
        

      

      
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    (l)
      Separateness. (i) The Seller shall at all times maintain at least one
      independent director who is reasonably acceptable to the Program Agent and
      (x)
      is not currently and has not been during the five years preceding the date
      of
      this Agreement an officer, director or employee of an Affiliate of the Seller
      or
      any Other Company, (y) is not a current or former officer or employee of the
      Seller and (z) is not a stockholder of any Other Company or any of their
      respective Affiliates.

     

     

    (ii)           
      The Seller shall not direct or participate in the management of any of the
      Other
      Companies’ operations or of any other Person’s operations.

     

    (iii)          
      The Seller shall have stationery and other business forms separate from that
      of
      the Other Companies and any other Person.

     

    (iv)          
      The Seller shall at all times be adequately capitalized in light of its
      contemplated business.

     

    (v)           
      The Seller shall at all times provide for its own operating expenses and
      liabilities from its own funds.

     

    (vi)          
      The Seller shall maintain its assets and transactions separately from those
      of
      the Other Companies and any other Person and reflect such assets and
      transactions in financial statements separate and distinct from those of the
      Other Companies and any other Person and evidence such assets and transactions
      by appropriate entries in books and records separate and distinct from those
      of
      the Other Companies and any other Person. The Seller shall hold itself out
      to
      the public under the Seller’s own name as a legal entity separate and distinct
      from the Other Companies. The Seller shall not hold itself out as having agreed
      to pay, or as being liable, primarily or secondarily, for, any obligations
      of
      the Other Companies or any other Person.

     

    (vii)          The
      Seller shall not maintain any joint account with any Other Company or any other
      Person or become liable as a guarantor or otherwise with respect to any Debt
      or
      contractual obligation of any Other Company or any other Person or any other
      Person.

     

    (viii)         The
      Seller shall not make any payment or distribution of assets with respect to
      any
      obligation of any Other Company or any other Person or grant an Adverse Claim
      on
      any of its assets to secure any obligation of any Other Company or any other
      Person.

     


    
      
        
        

      

      
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    (ix)          The
      Seller shall not make loans, advances or otherwise extend credit to any of
      the
      Other Companies, except for Letters of Credit arranged by the Seller at the
      request of an Originator pursuant to the Originator Purchase Agreement and
      this
      Agreement.

     

    (x)           The
      Seller shall hold regular duly noticed meetings of its Board of Directors and
      make and retain minutes of such meetings.

     

    (xi)          The
      Seller shall have bills of sale (or similar instruments of assignment) and,
      if
      appropriate, UCC-1 financing statements, with respect to all assets purchased
      from any of the Other Companies.

     

    (xii)         The
      Seller shall not engage in any transaction with any of the Other Companies,
      except as permitted by this Agreement and as contemplated by the Originator
      Purchase Agreement.

     

    (xiii)        The
      Seller shall comply with (and cause to be true and correct) each of the facts
      and assumptions contained in the following sections of the opinion of Cravath,
      Swaine & Moore LLP delivered pursuant to Section 3.01(g) and designated as
      Annex C to this Agreement: 1. Transactions, 2. Corporate or Limited Liability
      Company Procedures and Financial Effect, 3. Fairness of the Transactions, and
      4.
      Disclosure of the Transactions.

     

    (m)    Originator
      Purchase Agreement.  The Seller will not amend, waive or modify
      any provision of the Originator Purchase Agreement or waive the occurrence
      of
      any “Event of Termination” under the Originator Purchase Agreement, without in
      each case the prior written consent of the Program Agent and each Investor
      Agent; provided, however, that the Seller may amend the percentage
      set forth in the definition of “Discount” in the Originator Purchase Agreement
      in accordance with the provisions of the Originator Purchase Agreement without
      the consent of the Program Agent and each Investor Agent, provided,
further, that the Seller shall promptly notify the Program Agent and
      each
      Investor Agent of any such amendment. The Seller will perform all of its
      obligations under the Originator Purchase Agreement in all material respects
      and
      will enforce the Originator Purchase Agreement in accordance with its terms
      in
      all material respects.

     

    (n)           Nature
      of Business. The Seller will not engage in any business other than the
      purchase or acquisition of Receivables, Related Security and Collections from
      the Originators and the transactions contemplated by this Agreement and any
      other transactions permitted by Seller’s limited liability company agreement
      delivered to the Agents pursuant to Section 3.01. The Seller will not create
      or
      form any Subsidiary.

     

    (o)           Mergers,
      Etc. The Seller will not merge with or into or consolidate with or into, or
      convey, transfer, lease or otherwise dispose of (whether in one transaction
      or
      in a series of transactions), all or substantially all of its assets (whether
      now owned or hereafter acquired) to, or acquire all or substantially all of
      the
      assets or capital stock or other ownership interest of, or enter into any joint
      venture or partnership agreement with, any Person, other than as contemplated
      by
      this Agreement and the Originator Purchase Agreement.

     


    
      
        
        

      

      
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    (p)           Distributions,
      Etc. The Seller will not declare or make any dividend payment or other
      distribution of assets, properties, cash, rights, obligations or securities
      on
      account of any membership interests of the Seller, or return any capital to
      its
      members as such, or purchase, retire, defease, redeem or otherwise acquire
      for
      value or make any payment in respect of any membership interests of the Seller
      or any warrants, rights or options to acquire any such shares, now or hereafter
      outstanding; provided, however, that the Seller may declare and
      pay cash distributions on its membership interests to its members so long as
      (i)
      no Event of Termination shall then exist or would occur as a result thereof,
      (ii) such distributions are in compliance with all applicable law including
      the
      limited liability company law of the state of the Seller’s organization, and
      (iii) such distributions have been approved by all necessary and appropriate
      limited liability company action of the Seller.

     

    (q)           Debt.
      The Seller will not incur any Debt, other than any Debt incurred pursuant to
      this Agreement and the Deferred Purchase Price.

     

    (r)           Limited
      Liability Company Agreement. The Seller will not amend or delete any of
      Sections 5(c), 8, 9, 10, 16, 20, 21, 22, 23, 24, 25, 26 or 31 or Schedule A
      of
      its limited liability company agreement.

     

    (s)           Tangible
      Net Worth. The Seller will maintain Tangible Net Worth at all times equal to
      at least 10.50% of the Outstanding Balance of the Receivables at such
      time.

     

    (t)           Business
      in Canada. The Seller will not carry on any business in Canada for the
      purposes of the Tax Act.

     

    (u)           Rendering
      of Services. The Seller will not render any services giving rise to Canadian
      Receivables to the Obligor thereof in Canada.

     

    (v)           Canadian
      Contracts. The Seller will ensure that the Contract with respect to each
      Canadian Receivable 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 or on behalf of the Originator 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 the Seller and the Collection
        Agent. Until the latest of the Facility Termination Date or the date on
        which no Capital of or Yield on any Receivable Interest shall be outstanding
        or
        the date all other amounts owed by the Seller hereunder to the Investors,
        the
        Banks, the Investor Agents or the Program Agent are paid in full, each of
        the
        Seller and the Collection Agent will, at their respective expense, from time
        to
        time during regular business hours as requested by the Program Agent or any
        Investor Agent upon reasonable prior notice, permit the Program Agent, any
        Investor Agent or their respective agents or representatives (such as
        independent audit and consulting firms specializing in securitization
        transactions), (i) to conduct periodic audits of the Receivables, the Related
        Security and the related books and records and collections systems of the
        Seller, the Collection Agent or any Originator, (ii) 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
        the Seller or the Collection Agent, as the case may be, relating to Pool
        Receivables and the Related Security, including, without limitation, the
        Contracts, and (iii) to visit the offices and properties of the Seller or
        the
        Collection Agent, as the case may be, for the purpose of examining such
        materials described in clause (ii) above, and to discuss matters relating
        to
        Pool Receivables and the Related Security or the Seller’s or the Collection
        Agent’s performance under the Transaction Documents or under the Contracts with
        any of the officers or employees of the Seller or the Collection Agent, as
        the
        case may be, having knowledge of such matters. In addition, upon the Program
        Agent’s request from time to time, the Seller will, at its expense, appoint an
        independent audit and consulting firm specialized in securitization transactions
        selected by the Program Agent, to prepare and deliver to the Program Agent
        and
        each Investor Agent a written report with respect to the Receivables and
        the
        Credit and Collection Policy (including, in each case, the systems, procedures
        and records relating thereto) on a scope and in a form reasonably requested
        by
        the Program Agent and the Investor Agents. Notwithstanding the foregoing,
        the
        Seller shall only be responsible for the reasonable costs and expenses incurred
        in connection with one audit, examination and visit and the related written
        report (as described in the two preceding sentences) of the Seller, the
        Collection Agent and the Originators 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 audits were complete, not
        subject
        to any audit deficiencies, and were reasonably acceptable to the
        Agents.

    

     

     


    
      
        
        

      

      
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    ARTICLE
      VI

     

    ADMINISTRATION
      AND COLLECTION

    OF
      POOL
      RECEIVABLES

     

    SECTION
      6.01. Designation of Collection Agent. The
      servicing, administration and collection of the Pool Receivables shall be
      conducted by the Collection Agent so designated hereunder from time to time.
      Until the Program Agent gives notice to the Seller of the designation of a
      new
      Collection Agent following the occurrence of a Collection Agent Default, the
      Parent is hereby designated as, and hereby agrees to perform the duties and
      obligations of, the Collection Agent pursuant to the terms hereof. The Program
      Agent may, at any time following the occurrence of a Collection Agent Default,
      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. The Collection Agent may, with the prior consent of the
      Program Agent and each Investor Agent, subcontract with any other Person for
      the
      servicing, administration or collection of the Pool 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 automatically 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 Pool
        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 Seller, the Program Agent, the Investor
        Agents, the Banks and the Investors hereby appoint the Collection Agent,
        from
        time to time designated pursuant to Section 6.01, as agent for themselves,
        the
        Investors and the Banks to enforce their respective rights and interests
        in the
        Pool 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 such Receivables and shall act in the best interests of
        the
        Seller, the Investors, the Banks, the Investor Agents and the Program
        Agent.

    

     


    
      
        
        

      

      
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    (b)           The
      Collection Agent shall administer the Collections in accordance with the
      procedures described in Section 2.04.

     

    (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 Receivable as the Parent deems appropriate to
      maximize Collections thereof, or otherwise amend or modify other terms of any
      Receivable, provided that the classification of any such Receivable as a
      Delinquent Receivable or Defaulted Receivable shall not be affected by any
      such
      extension.

     

    (d)           The
      Collection Agent shall hold in trust for the Seller and each Investor and Bank,
      in accordance with their respective interests, all documents, instruments and
      records (including, without limitation, computer tapes or disks) which evidence
      or relate to Pool Receivables. The Collection Agent shall mark the Seller’s
      master data processing records evidencing the Pool Receivables with a legend,
      acceptable to the Program Agent, evidencing that Receivable Interests therein
      have been sold.

     

    (e)           The
      Collection Agent shall, as soon as practicable following receipt, turn over
      to
      the Person entitled thereto any cash collections or other cash proceeds received
      with respect to Receivables not constituting Pool Receivables.

     

    (f)           The
      Collection Agent shall, from time to time at the request of the Program Agent
      or
      any Investor Agent, furnish to the Program Agent and the Investor Agents
      (promptly after any such request) a calculation of the amounts set aside for
      the
      Investors, the Banks and the Investor Agents pursuant to Section
      2.04.

     

    (g)           (i)
      On or prior to the 16th calendar
      day of
      each month, the Collection Agent shall prepare and forward to the Program Agent
      and each Investor Agent a Monthly Report relating to the Receivable Interests
      outstanding on the last day of the immediately preceding month.

     

    (ii)
      During the Weekly Reporting Period, the Collection Agent shall prepare and
      forward to the Agent a Weekly Report which shall contain information related
      to
      the Receivables Pool and which updates the most recently delivered Monthly
      Report. Each such Weekly Report shall be prepared and forwarded to the Agent
      on
      or prior to the close of business on
      the
      second Business Day of each calendar week, such Weekly Report to contain
      information related to the Receivables Pool as of the close of business on
      the
      last Business Day of the preceding calendar week.

     

     

    
      
        
        

      

      
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    The
      Collection Agent shall transmit Seller Reports to the Program Agent and each
      Investor Agent concurrently by facsimile and by electronic mail (each an
“E-Mail Seller Report”). Each E-Mail Seller Report shall be (A)
      formatted as the Program Agent may designate from time to time and (B) sent
      to
      the Program Agent and each Investor Agent at an electronic mail address
      designated by each of them.

     

    SECTION
      6.03. Certain Rights of the Program Agent. (a) The
      Seller hereby transfers to the Program Agent the exclusive control of the
      Lock-Boxes and Deposit Accounts to which the Obligors of Pool Receivables shall
      make payments. The Program Agent is authorized at any time following the
      occurrence and during the continuance of a Transfer Event to date and to deliver
      to the Deposit Banks, the notices of effectiveness attached to the Deposit
      Account Agreements.

     

    (b)
      At
      any time following an Event of Termination or a Collection Agent
      Default:

     

    (i)           The
      Program Agent may notify the Obligors of Pool Receivables, at the Seller’s
      expense, of the ownership of Receivable Interests under this Agreement and/or
      direct the Obligors of Pool Receivables that all payments thereunder be made
      directly to the Program Agent or its designee.

     

    (ii)           At
      the Program Agent’s request and at the Seller’s expense, the Seller shall notify
      each Obligor of Pool Receivables of the ownership of Receivable Interests under
      this Agreement and/or direct that payments be made directly to the Program
      Agent
      or its designee.

     

    (iii)           At
      the Program Agent’s request and at the Seller’s expense, the 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 Pool Receivables and the related Contracts and Related
      Security, or that are otherwise necessary or desirable to collect the Pool
      Receivables, and shall make the same available to the Program Agent at a place
      selected by the Program Agent or its designee, and (B) segregate all cash,
      checks and other instruments received by it from time to time constituting
      Collections of Pool Receivables in a manner acceptable to the Program Agent
      and,
      promptly upon receipt, remit all such cash, checks and instruments, duly
      indorsed or with duly executed instruments of transfer, to the Program Agent
      or
      its designee.

     

    (iv)           The
      Seller authorizes the Program Agent to take any and all steps in the Seller’s
      name and on behalf of the Seller that are necessary or desirable, in the
      determination of the Program Agent, to collect amounts due under the Pool
      Receivables, including, without limitation, endorsing the Seller’s name on
      checks and other instruments representing Collections of Pool Receivables and
      enforcing the Pool Receivables and the Related Security and related
      Contracts.

     

     

    
      
        
        

      

      
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    SECTION
      6.04. Rights and Remedies. (a) If the Collection
      Agent fails to perform any of its obligations under this Agreement, the Program
      Agent may (but shall not be required to) itself perform, or cause performance
      of, such obligation; and the Program Agent’s reasonable costs and expenses
      incurred in connection therewith shall be payable by the Collection
      Agent.

     

    (b)           The
      Seller shall perform its obligations under the Contracts related to the Pool
      Receivables to the same extent as if Receivable Interests had not been sold
      and
      the exercise by the Program Agent on behalf of the Investors, the Banks and
      the
      Investor Agents of their rights under this Agreement shall not release the
      Collection Agent or the Seller from any of their duties or obligations with
      respect to any Pool Receivables or related Contracts. Neither the Program Agent,
      the Investors, the Investor Agents nor the Banks shall have any obligation
      or
      liability with respect to any Pool Receivables or related Contracts, nor shall
      any of them be obligated to perform the obligations of the Seller
      thereunder.

     

    (c)           In
      the event of any conflict between the provisions of Article VI of this Agreement
      and Article VI of the Originator Purchase Agreement, the provisions of Article
      VI of this Agreement shall control.

     

    SECTION
      6.05. Covenants of the Collection
      Agent.

     

    (a)           Change
      in Credit and Collection Policy. The Collection Agent will not make any
      change in the Credit and Collection Policy that would materially adversely
      affect the collectibility of any Pool Receivable or the ability of the Parent
      (if it is acting as Collection Agent) to perform its obligations under this
      Agreement. In the event that the Collection Agent makes any change to the Credit
      and Collection Policy, it shall, contemporaneously with such change, provide
      the
      Program Agent and each Investor Agent with an updated Credit and Collection
      Policy and a summary of all material changes.

     

    (b)           Activities
      in Canada. 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 any of the Program
      Agent, the Investor Agents, the Banks, the Investors or the Seller.

     

    SECTION
      6.06. Indemnities by the Collection Agent. Without
      limiting any other rights that the Program Agent, any Investor Agent, any
      Investor, any Bank, the L/C Bank or any of their respective Affiliates or
      members or any of their respective officers, directors, employees or advisors
      (each, a “Special Indemnified Party”) may have hereunder or under
      applicable law, and in consideration of its appointment as Collection Agent,
      the
      Collection Agent hereby agrees to indemnify each Special Indemnified Party
      from
      and against any and all claims, losses and liabilities (including reasonable
      attorneys’ fees) (all of the foregoing being collectively referred to as
“Special Indemnified Amounts”) arising out of or resulting from any of
      the following (excluding, however, (a) Special Indemnified Amounts to the extent
      found in a final non-appealable judgment of a court of competent jurisdiction
      to
      have resulted from gross negligence or willful misconduct on the part of such
      Special Indemnified Party, (b) recourse 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 or (c) any income taxes or any other
      tax or fee measured by income incurred by such Special Indemnified Party arising
      out of or as a result of this Agreement or the ownership of Receivable Interests
      or in respect of any Receivable or any Contract):

     

     

    
      
        
        

      

      
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    (i)           any
      representation made or deemed made by the Collection Agent pursuant to Section
      4.02(g) hereof which shall have been incorrect in any respect when made or
      any
      other representation or warranty or statement made or deemed made by the
      Collection Agent under or in connection with this Agreement which shall have
      been incorrect in any material respect when made;

     

    (ii)           the
      failure by the Collection Agent to comply with any applicable law, rule or
      regulation with respect to any Pool Receivable or Contract; or the failure
      of
      any Pool Receivable or Contract to conform to any such applicable law, rule
      or
      regulation;

     

    (iii)           the
      failure 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 in, or purporting to
      be
      in, the Receivables Pool, the Contracts and the Related Security and Collections
      in respect thereof, whether at the time of any purchase or reinvestment or
      at
      any subsequent time;

     

    (iv)         any
      failure of the Collection Agent to perform its duties or obligations in
      accordance with the provisions of this Agreement;

     

    (v)          the
      commingling of Collections of Pool Receivables at any time by the Collection
      Agent with other funds;

     

    (vi)         any
      action or omission by the Collection Agent reducing or impairing the rights
      of
      the Program Agent, the Investor Agents, the Investors or the Banks with respect
      to any Pool Receivable or the value of any Pool Receivable;

     

    (vii)        [intentionally
      omitted];

     

    (viii)       any
      claim brought by any Person other than a Special Indemnified Party arising
      from
      any activity by the Collection Agent or its Affiliates in servicing,
      administering or collecting any Receivable;

     

    (ix)          the
      occurrence of any purchase or reinvestment under this Agreement on any date
      on
      which (after giving effect to such purchase or reinvestment) the Percentage
      Factor is greater than the Maximum Percentage Factor; or

     

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

     

     

    
      
        
        

      

      
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    SECTION
      6.07. Collateral Advance Account. (a) Prior the
      occurrence of the first Cash Secured Advance Commencement Date hereunder, the
      Collection Agent, for the benefit of the Banks, shall establish and maintain
      or
      cause to be established and maintained in the name of the Seller with Citibank
      an account (such account being the “Collateral Advance Account”
and Citibank in such capacity being the “Collateral Advance Account
      Bank”), such account bearing a designation clearly indicating that
      the funds deposited therein are held for the benefit of the Banks and entitled
      “Citicorp North America, Inc., as Program Agent --Collateral Advance Account
      for
      the Olin Receivables Purchase Agreement” and, in connection therewith, the
      Collection Agent, the Seller, the Program Agent and the Collateral Advance
      Account Bank shall enter into the Collateral Advance Account Agreement. The
      Collateral Advance Account shall be under the sole dominion and control of
      the
      Program Agent for the benefit of the Banks which have made Cash Secured
      Advances, and neither the Seller, nor any Person claiming by, through or under
      the Seller, shall have any right, title or interest in, or any right to withdraw
      any amount from, the Collateral Advance Account. Except as expressly provided
      in
      this Agreement, Citibank, in its capacity as the Collateral Advance Account
      Bank, agrees that it shall have no right of set-off or banker’s lien against,
      and no right to otherwise deduct from, any funds held in the Collateral Advance
      Account for any amount owed to it by any Bank, any Investor, any Agent, the
      Seller or any Originator. The tax identification number associated with the
      Collateral Advance Account shall be that of the Seller.

     

    (b)           The
      Program Agent will comply with (A) all written instructions directing
      disposition of the funds in the Collateral Advance Account, (B) all
      notifications and entitlement orders that the Program Agent receives directing
      it to transfer or redeem any financial asset in the Collateral Advance Account,
      and (C) all other directions concerning the Collateral Advance Account,
      including, without limitation, directions to distribute to any Investor Agent
      at
      such Investor Agent’s Account proceeds of any such transfer or redemption or
      interest or dividends on property in the Collateral Advance Account (any such
      instruction, notification or direction referred to in clause (A), (B) or (C)
      above being a “Collateral Advance Account Direction”), in the case
      of each of clauses (A), (B) and (C) above originated by the relevant Investor
      Agent (except as otherwise specified in subsection (c) of this Section
      6.07).

     

    (c)           Funds
      on deposit in the Collateral Advance Account shall, at the written direction
      of
      the Seller, be invested by the Program Agent in Eligible Investments as
      instructed by the Seller in writing (which may be a standing instruction).
      All
      such Eligible Investments shall be held in the Collateral Advance Account by
      the
      Program Agent for the ratable benefit of the Banks which have made Cash Secured
      Advances. Such funds shall be invested in Eligible Investments that will mature
      so that funds will be available in amounts sufficient for the Program Agent
      to
      make each distribution as and when required under the terms of this Agreement.
      All interest and other investment earnings (net of losses and investment
      expenses) received on funds on deposit in the Collateral Advance Account, to
      the
      extent such investment income is not needed to pay the relevant Investment
      Agents for the ratable benefit of the Term-Out Banks under the terms of this
      Agreement, shall be added to the Collateral Advance Account.

     

    (d)           If,
      at any time after the Collection Agent has established the Collateral Advance
      Account, the institution with which the Collateral Advance Account is maintained
      ceases to be an Eligible Institution, the Seller, upon obtaining actual
      knowledge thereof, shall, within five Business Days from obtaining such
      knowledge or, if earlier, from notice to such effect by any Agent, (i) establish
      a new Collateral Advance Account meeting the conditions specified above with
      an
      Eligible Institution, and (ii) transfer any cash and/or any financial assets
      held in the old Collateral Advance Account to such new Collateral Advance
      Account, respectively. From the date such new Collateral Advance Account is
      established, it shall be the “Collateral Advance Account” hereunder and
      for all purposes hereof.

     

     

    
      
        
        

      

      
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    SECTION
      6.08. Collateral Advance Account Agreement; Deposit
      AccountAgreements. Without limiting Section 6.06, the Collection
      Agent hereby agrees that it will reimburse the Program Agent on demand for
      any
      payments or obligations that the Program Agent may incur pursuant to any
      indemnity provided by the Program Agent under the Collateral Advance Account
      Agreement or any Deposit Account Agreement.

     

    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
      Seller (i) shall fail to make when due any payment in respect of Capital (other
      than Reimbursement Obligation) required to be made by it under this Agreement
      or
      (ii) shall fail to make when due any payment of Yield, Fees, Reimbursement
      Obligation or any other amount (other than Capital) and such failure under
      this
      clause (ii) shall remain unremedied for five days after the earlier of the
      Seller’s actual knowledge thereof or written notice thereof to the Seller from
      the Program Agent or any Investor Agent; or

     

    (b)           Any
      representation or warranty made or deemed made by the Seller, the Parent or
      any
      Originator (or any of their respective officers) under or in connection with
      this Agreement or any other Transaction Document or any information or report
      delivered by the Seller or any Originator pursuant to this Agreement or any
      other Transaction Document shall prove to have been incorrect or untrue in
      any
      material respect when made or deemed made or delivered; or

     

    (c)           The
      Seller, the Parent or any Originator 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(a) or clauses (ii) and (iii) of this Section 7.01(c)) or
      any
      other Transaction Document on its part to be performed or observed and any
      such
      failure shall remain unremedied for 30 days after the earlier of the Seller’s,
      the Parent’s or such Originator’s actual knowledge thereof or written notice
      thereof to the Seller from the Program Agent or any Investor Agent, (ii) any
      covenant applicable to it contained in Sections 5.01(b) (as it pertains to
      the
      location of its chief executive office only), 5.01(d), 5.01(g), 5.01(h), 5.01(m)
      (first sentence only), 5.01(n) through (r) or 5.01(t) through (v), or (iii)
      any
      covenant or agreement contained in Section 5.02 on its part to be performed
      or
      observed and any such failure referred to in this clause (iii) shall remain
      unremedied for three Business Days; or

     

    (d)           The
      Seller, the Parent or any Originator shall fail to pay any principal of or
      premium or interest on any of its Debt (including, without limitation, Debt
      under the Credit Agreement) which is outstanding in a principal amount of at
      least $25,000,000 in the aggregate with respect to the Parent or any Originator
      and at least $10,000 in the aggregate with respect to the Seller 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 that the maturity of
      such Debt is accelerated; 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

     

     

    
      
        
        

      

      
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    (e)           Any
      purchase or any reinvestment pursuant to this Agreement shall for any reason
      (other than pursuant to the terms hereof) cease to create, or any Receivable
      Interest shall for any reason cease to be, a valid and perfected first priority
      undivided percentage ownership interest to the extent of the pertinent
      Receivable Interest in each applicable Pool Receivable and the Related Security
      and Collections with respect thereto; or the security interest created pursuant
      to Section 2.11 shall for any reason cease to be a valid and perfected first
      priority security interest in the collateral security referred to in that
      section; or

     

    (f)           Any
      Collection Agent Default; or

     

    (g)           The
      Seller, the Parent or any Originator 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 the Seller, the Parent or
      any
      Originator 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 the Seller, the Parent or
      any
      Originator shall take any corporate, limited liability company, partnership
      or
      other action to authorize any of the actions set forth above in this subsection
      (g); or

     

    (h)           As
      of the last day of any calendar month, (i) the 3-month rolling average Default
      Ratio shall exceed 5.00%, (ii) the 3-month rolling average Delinquency Ratio
      shall exceed 5.50%, (iii) the 3-month rolling average Dilution Ratio shall
      exceed 6.00%, or (iv) the 3-month rolling average Loss-to-Liquidation Ratio
      shall exceed 0.50%; or

     

    (i)           The
      Percentage Factor shall, as of the close of business of any calendar month
      or,
      if the Collection Agent is then required to deliver Weekly Reports pursuant
      to
      Section 6.02(g)(ii), as of the close of any calendar week or calendar month,
      be
      greater than the Maximum Percentage Factor as of such date, unless the
      Percentage Factor shall be reduced to an amount less than or equal to the
      Maximum Percentage Factor no later than the date of required delivery of the
      Seller Report for such calendar month or calendar week, as applicable;
      or

     

     

    
      
        
        

      

      
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    (j)           There
      shall have occurred any event which could reasonably be expected to materially
      adversely affect (i) the collectibility of the Receivables Pool (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
      Collection Agent if such material adverse change in the financial condition
      of
      the Collection Agent does not otherwise trigger this clause (i)), or (ii) the
      ability of the Seller, the Parent or any Originator to perform its obligations
      under this Agreement and the other Transaction Documents; or

     

    (k)           An
      “Event of Termination” or “Facility Termination Date” shall occur under the
      Originator Purchase Agreement, or any default shall occur under any other
      Transaction Document, or the Originator Purchase Agreement or any other
      Transaction Document shall cease to be in full force and effect (or the Seller,
      the Parent or any Originator shall state in writing that this Agreement, the
      Originator Purchase Agreement or any other Transaction Document shall cease
      to
      be in full force and effect or any provision thereof shall cease to be the
      valid
      and binding obligation of the Seller, the Parent or any Originator, as the
      case
      may be); or

     

    (l)           All
      of the outstanding membership interests of the Seller shall cease to be owned,
      directly or indirectly, by the Parent or all of the outstanding capital stock
      or
      partnership interests (as applicable) of any Originator (other than the Parent)
      ceases to be owned, directly or indirectly, by the Parent; or

     

    (m)  
One
      or more judgments
      for the payment of money in an aggregate amount in excess of $25,000,000 (except
      to the extent covered by insurance as to which the insurer has acknowledged
      such
      coverage in writing) shall be rendered against the Seller, the Parent or any
      Originator or any of their respective Subsidiaries or any combination thereof,
      and the same shall remain undischarged for a period of 60 consecutive days
      during which execution shall not be effectively stayed, or any action shall
      be
      taken by a judgment creditor to attach or levy upon any assets of any Originator
      or any of its Subsidiaries to enforce any such judgment; or

     

    (n)           The
      Seller, the Parent, any Originator or any of their respective ERISA Affiliates
      shall incur, or shall be reasonably likely to incur liability in excess of
      $25,000,000 in the aggregate as a result of one or more of the following: (i)
      the occurrence of any ERISA Event; (ii) the partial or complete withdrawal
      of
      the Seller, the Parent, such Originator or any of their respective ERISA
      Affiliates from a Multiemployer Plan; or (iii) the reorganization or termination
      of a Multiemployer Plan; or

     

    (o)           The
      PBGC or the Internal Revenue Service shall, or shall indicate its intention
      to,
      file notice of a lien pursuant to Section 4068 of ERISA or Section 6320 of
      the
      Code with regard to any of the assets of the Seller, the Parent or any
      Originator; or

     

    (p)           (i)
      The Parent shall fail to make any payment required by the Undertaking, or (ii)
      the Parent shall fail to perform or observe any other term, covenant or
      agreement contained in the Undertaking and any such failure shall remain
      unremedied for 10 days after written notice thereof shall have been given to
      the
      Seller by any Agent, or (iii) the Undertaking shall cease to be in full force
      and effect; or

     

     

    
      
        
        

      

      
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    (q)
      The
      Parent shall fail to perform or observe any financial covenant contained in
      the
      Credit Agreement (which, as of the date of this Agreement consist of the
      consolidated leverage ratio and consolidated interest coverage ratio contained
      in Sections 5.01(b) and 5.01(c) of the Credit Agreement);

     

    then,
      and
      in any such event, any or all of the following actions may be taken by notice
      to
      the Seller: (x) the Program Agent shall, at the direction of (if at such time
      there are only two Banks party hereto) either Investor Agent or (at any other
      time) the Investor Agent(s) representing the Majority Bank(s), declare the
      Facility Termination Date to have occurred (in which case the Facility
      Termination Date shall be deemed to have occurred), (y) the Program Agent shall,
      at the direction of (if at such time there are only two Banks party hereto)
      either Investor Agent or (at any other time) the Investor Agent(s) representing
      the Majority Bank(s), declare the Commitment Termination Date to have occurred
      (in which case the Commitment Termination Date shall be deemed to have
      occurred), and (z) without limiting any right under this Agreement to replace
      the Collection Agent, if a Collection Agent Default has occurred and is
      continuing, the Program Agent shall, at the direction of (if at such time there
      are only two Banks party hereto) either Investor Agent or (at any other time)
      the Investor Agent(s) representing the Majority Bank(s), designate another
      Person to succeed the Parent as the 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 and the Commitment Termination
      Date
      shall occur, the Parent (if it is then serving as the Collection Agent) shall
      cease to be the Collection Agent, and the Program Agent or its designee shall
      become the Collection Agent. Upon any such declaration or designation or upon
      such automatic termination, the Investors, the Investor Agents, the Banks and
      the Program Agent shall have, in addition to the rights and remedies which
      they
      may have under this Agreement, all other rights and remedies provided after
      default under the UCC and under other applicable law, which rights and remedies
      shall be cumulative.

     

    ARTICLE
      VIII

     

    THE
      PROGRAM AGENT

     

    SECTION
      8.01. Authorization and Action. Each Investor and
      each Bank hereby appoints and authorizes the Program Agent to take such action
      as agent on its behalf and to exercise such powers under this Agreement and
      the
      other Transaction Documents as are delegated to the Program Agent by the terms
      hereof or thereof, together with such powers as are reasonably incidental
      thereto. The Program Agent shall not have any duties other than those expressly
      set forth in the Transaction Documents, and no implied obligations or
      liabilities shall be read into any Transaction Document, or otherwise exist,
      against the Program Agent. The Program Agent does not assume, nor shall it
      be
      deemed to have assumed, any obligation to, or relationship of trust or agency
      with, the Seller, the Parent or any other Originator. Notwithstanding any
      provision of this Agreement or any other Transaction Document, in no event
      shall
      the Program Agent ever be required to take any action which exposes the Program
      Agent to personal liability or which is contrary to any provision of any
      Transaction Document or applicable law.

     

     

    
      
        
        

      

      
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    SECTION
      8.02. Program Agent’s Reliance, Etc. Neither the
      Program Agent nor any of its directors, officers, agents or employees shall
      be
      liable for any action taken or omitted to be taken by it or them as Program
      Agent under or in connection with this Agreement (including, without limitation,
      the Program Agent’s servicing, administering or collecting Pool Receivables as
      Collection Agent) or any other Transaction Document, except for its or their
      own
      gross negligence or willful misconduct. Without limiting the generality of
      the
      foregoing, the Program Agent: (a) may consult with legal counsel (including
      counsel for any Investor Agent, the Seller, the Parent, any other Originator
      and
      the Collection Agent), independent certified public accountants and other
      experts selected by it and shall not be liable for any action taken or omitted
      to be taken in good faith by it in accordance with the advice of such counsel,
      accountants or experts; (b) makes no warranty or representation to any Investor
      Agent, Investor or Bank (whether written or oral) and shall not be responsible
      to any Investor Agent, Investor or Bank for any statements, warranties or
      representations (whether written or oral) made in or in connection with this
      Agreement or any other Transaction Document; (c) shall not have any duty to
      ascertain or to inquire as to the performance or observance of any of the terms,
      covenants or conditions of this Agreement or any other Transaction Document
      on
      the part of the Seller, the Parent, any other Originator or the Collection
      Agent
      or to inspect the property (including the books and records) of the Seller,
      the
      Parent, any other Originator or the Collection Agent; (d) shall not be
      responsible to any Investor Agent, Investor or Bank for the due execution,
      legality, validity, enforceability, genuineness, sufficiency or value of this
      Agreement or any other Transaction Document or any other instrument or document
      furnished pursuant hereto or thereto; and (e) shall incur no liability under
      or
      in respect of this Agreement or any other Transaction Document by acting upon
      any notice (including notice by telephone), consent, certificate or other
      instrument or writing (which may be by telecopier or telex) believed by it
      to be
      genuine and signed or sent by the proper party or parties.

     

    SECTION
      8.03. CNAI and Affiliates. The obligation of
      Citibank to purchase Receivable Interests under this Agreement may be satisfied
      by CNAI or any of its Affiliates; provided that no such purchase of
      Receivable Interests by CNAI or any of its Affiliates shall release Citibank
      from any of its obligations hereunder, or substitute CNAI or any of its
      Affiliates for Citibank as a party hereto. With respect to any Receivable
      Interest or interest therein owned by it, CNAI shall have the same rights and
      powers under this Agreement as any Bank and may exercise the same as though
      it
      were not the Program Agent. CNAI and any of its Affiliates may generally engage
      in any kind of business with the Seller, the Parent, any other Originator,
      the
      Collection Agent or any Obligor, any of their respective Affiliates and any
      Person who may do business with or own securities of the Seller, the Parent,
      any
      other Originator, the Collection Agent or any Obligor or any of their respective
      Affiliates, all as if CNAI were not the Program Agent and without any duty
      to
      account therefor to the Investor Agents, the Investors or the
      Banks.

     

    SECTION
      8.04. Indemnification of Program Agent. Each Bank
      agrees to indemnify the Program Agent (to the extent not reimbursed by the
      Seller, the Parent or any other Originator), ratably according to the respective
      Percentage of such Bank, from and against any and all liabilities, obligations,
      losses, damages, penalties, actions, judgments, suits, costs, expenses or
      disbursements of any kind or nature whatsoever which may be imposed on, incurred
      by, or asserted against the Program Agent in any way relating to or arising
      out
      of this Agreement or any other Transaction Document or any action taken or
      omitted by the Program Agent under this Agreement or any other Transaction
      Document, provided that no Bank shall be liable for any portion of such
      liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
      costs, expenses or disbursements resulting from the Program Agent’s gross
      negligence or willful misconduct.

     

     

    
      
        
        

      

      
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    SECTION
      8.05. Delegation of Duties. The Program Agent may
      execute any of its duties through agents or attorneys-in-fact and shall be
      entitled to advice of counsel concerning all matters pertaining to such duties.
      The Program Agent shall not be responsible for the negligence or misconduct
      of
      any agents or attorneys-in-fact selected by it with reasonable
      care.

     

    SECTION
      8.06. Action or Inaction by Program Agent. The
      Program Agent shall in all cases be fully justified in failing or refusing
      to
      take action under any Transaction Document unless it shall first receive such
      advice or concurrence of the Investor Agents and assurance of its
      indemnification by the Banks, as it deems appropriate. The Program Agent shall
      in all cases be fully
      protected in acting, or in refraining from acting, under this Agreement or
      any
      other Transaction Document in accordance with a request or at the direction
      of
      the Investor Agents and such request or direction and any action taken or
      failure to act pursuant thereto shall be binding upon all Investors, Banks,
      the
      Program Agent and the Investor Agents.

     

    SECTION
      8.07. Notice of Events of Termination. The Program
      Agent shall not be deemed to have knowledge or notice of the occurrence of
      any
      Incipient Event of Termination or of any Event of Termination unless the Program
      Agent has received notice from any Investor Agent, Investor, Bank, the
      Collection Agent, any Originator or the Seller stating that an Incipient Event
      of Termination or Event of Termination has occurred hereunder and describing
      such Incipient Event of Termination or Event of Termination. If the Program
      Agent receives such a notice, it shall promptly give notice thereof to each
      Investor Agent whereupon each Investor Agent shall promptly give notice thereof
      to its respective Investors and Related Banks. The Program Agent shall take
      such
      action concerning an Incipient Event of Termination or an Event of Termination
      as may be directed by the Investor Agents (subject to the other provisions
      of
      this Article VIII), but until the Program Agent receives such directions, the
      Program Agent may (but shall not be obligated to) take such action, or refrain
      from taking such action, as the Program Agent deems advisable and in the best
      interests of the Investors and Banks.

     

    SECTION
      8.08. Non-Reliance on Program Agent and Other
      Parties. Each Investor Agent, Investor and Bank expressly acknowledges that
      neither the Program Agent, any of its Affiliates nor any of their respective
      directors, officers, agents or employees has made any representations or
      warranties to it and that no act by the Program Agent hereafter taken, including
      any review of the affairs of the Seller, the Parent or any other Originator,
      shall be deemed to constitute any representation or warranty by the Program
      Agent. Each Investor and Bank represents and warrants to the Program Agent
      that,
      independently and without reliance upon the Program Agent, any of its
      Affiliates, any Investor Agent (except to the extent otherwise agreed in writing
      between such Investor and its Investor Agent) or any other Investor or Bank
      and
      based on such documents and information as it has deemed appropriate, it has
      made and will continue to make its own appraisal of and investigation into
      the
      business, operations, property, prospects, financial and other conditions and
      creditworthiness of the Seller, the Parent and the other Originators, and the
      Receivable Interests and its own decision to enter into this Agreement and
      to
      take, or omit, action under this Agreement or any other Transaction Document.
      Except for items expressly required to be delivered under this Agreement or
      any
      other Transaction Document by the Program Agent to any Investor Agent, Investor
      or Bank, the Program Agent shall not have any duty or responsibility to provide
      any Investor Agent, Investor or Bank with any information concerning the Seller,
      the Parent or any other Originator or any of their Affiliates that comes into
      the possession of the Program Agent or any of its directors, officers, agents,
      employees, attorneys-in-fact or Affiliates.

     

     

    
      
        
        

      

      
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    SECTION
      8.09. Successor Program Agent. The Program Agent
      may, upon at least thirty (30) days’ notice to the Seller and each Investor
      Agent, resign as Program Agent. Such resignation shall not become effective
      until a successor agent is appointed by the Investor Agents (with the approval
      of the Seller, which approval shall not be unreasonably withheld and shall
      not
      be required if an Incipient Event of Termination or an Event of Termination
      has
      occurred and is continuing) and has accepted such appointment; provided
      that no such thirty (30) day notice period shall be required in the event that
      the Program Agent seeks to resign its position in connection with the
      replacement of a Bank (which is acting as the Program Agent or which is an
      Affiliate thereof) by the Seller pursuant to Section 11.03(j) hereof. Upon
      such
      acceptance of its appointment as Program Agent hereunder by a successor Program
      Agent, such successor Program Agent shall succeed to and become vested with
      all
      the rights and duties of the retiring Program Agent, and the retiring Program
      Agent shall be discharged from its duties and obligations under the Transaction
      Documents. After any retiring Program Agent’s resignation hereunder, the
      provisions of this Article VIII and Section 6.06 and Article X shall inure
      to
      its benefit as to any actions taken or omitted to be taken by it while it was
      the Program Agent.

     

    SECTION
      8.10. Reports and Notices. The Program Agent hereby
      agrees to provide each Investor Agent with copies of all material notices,
      reports and other documents provided to the Program Agent by the Seller or
      the
      Collection Agent hereunder (other than any notices received by the Program
      Agent
      referred to in any of the definitions of Assignee Rate, Investor Rate or Fixed
      Period) which are not otherwise required to be provided by the Seller or the
      Collection Agent directly to the Investor Agents in accordance with the terms
      hereof.

     

    ARTICLE
      IX

     

    THE
      INVESTOR AGENTS

     

    SECTION
      9.01. Authorization and Action. Each Investor and
      each Bank which belongs to the same Group hereby appoints and authorizes the
      Investor Agent for such Group to take such action as agent on its behalf and
      to
      exercise such powers under this Agreement and the other Transaction Documents
      as
      are delegated to such Investor Agent by the terms hereof and thereof, together
      with such powers as are reasonably incidental thereto. No Investor Agent shall
      have any duties other than those expressly set forth in the Transaction
      Documents, and no implied obligations or liabilities shall be read into any
      Transaction Document, or otherwise exist, against any Investor Agent. No
      Investor Agent assumes, nor shall it be deemed to have assumed, any obligation
      to, or relationship of trust or agency with, the Seller, the Parent or any
      other
      Originator. Notwithstanding any provision of this Agreement or any other
      Transaction Document, in no event shall any Investor Agent ever be required
      to
      take any action which exposes such Investor Agent to personal liability or
      which
      is contrary to any provision of any Transaction Document or applicable
      law.

     

     

    
      
        
        

      

      
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    SECTION
      9.02. Investor Agent’s Reliance, Etc. No Investor
      Agent nor any of its directors, officers, agents or employees shall be liable
      for any action taken or omitted to be taken by it or them as an Investor Agent
      under or in connection with this Agreement or the other Transaction Documents
      (i) with the consent or at the request or direction of the Investors and Banks
      in its Group or (ii) in the absence of its or their own gross negligence or
      willful misconduct. Without limiting the generality of the foregoing, an
      Investor Agent: (a) may consult with legal counsel (including counsel for the
      Program Agent, the Seller, the Parent or any other Originator), independent
      certified public accountants and other experts selected by it and shall not
      be
      liable for any action taken or omitted to be taken in good faith by it in
      accordance with the advice of such counsel, accountants or experts; (b) makes
      no
      warranty or representation to any Investor or Bank (whether written or oral)
      and
      shall not be responsible to any Investor or Bank for any statements, warranties
      or representations (whether written or oral) made in or in connection with
      this
      Agreement or any other Transaction Document; (c) shall not have any duty to
      ascertain or to inquire as to the performance or observance of any of the terms,
      covenants or conditions of this Agreement or any other Transaction Document
      on
      the part of the Seller, the Parent, any other Originator or any other Person
      or
      to inspect the property (including the books and records) of the Seller, the
      Parent, any other Originator or the Collection Agent; (d) shall not be
      responsible to any Investor or any Bank for the due execution, legality,
      validity, enforceability, genuineness, sufficiency or value of this Agreement,
      any other Transaction Documents or any other instrument or document furnished
      pursuant hereto; and (e) shall incur no liability under or in respect of this
      Agreement or any other Transaction Document by acting upon any notice (including
      notice by telephone), consent, certificate or other instrument or writing (which
      may be by telecopier or telex) believed by it to be genuine and signed or sent
      by the proper party or parties.

     

    SECTION
      9.03. Investor Agent and Affiliates. With respect
      to any Receivable Interest or interests therein owned by it, each Investor
      Agent
      shall have the same rights and powers under this Agreement as any Bank and
      may
      exercise the same as though it were not an Investor Agent; provided that
      no such exercise of rights and powers shall release such Investor Agent from
      any
      of its obligations hereunder, or substitute any Bank for such Investor Agent
      as
      a party hereto. Each Investor Agent and any of its Affiliates may generally
      engage in any kind of business with the Seller, the Parent, any other
      Originator, the Collection Agent or any Obligors, any of their respective
      Affiliates and any Person who may do business with or own securities of the
      Seller, the Parent, any other Originator, the Collection Agent or any Obligor
      or
      any of their respective Affiliates, all as if such Investor Agent were not
      an
      Investor Agent and without any duty to account therefor to any Investors or
      Banks.

     

    SECTION
      9.04. Indemnification of Investor Agents. Each Bank
      in any Group agrees to indemnify the Investor Agent for such Group (to the
      extent not reimbursed by the Seller, the Parent or any other Originator),
      ratably according to the proportion of the Percentage of such Bank to the
      aggregate Percentages of all Banks in such Group, from and against any and
      all
      liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
      costs, expenses or disbursements of any kind or nature whatsoever which may
      be
      imposed on, incurred by, or asserted against such Investor Agent in any way
      relating to or arising out of this Agreement or any other Transaction Document
      or any action taken or omitted by such Investor Agent under this Agreement
      or
      any other Transaction Document, provided that no Bank shall be liable for
      any portion of such liabilities, obligations, losses, damages, penalties,
      actions, judgments, suits, costs, expenses or disbursements resulting from
      such
      Investor Agent’s gross negligence or willful misconduct.

     

     

    
      
        
        

      

      
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    SECTION
      9.05. Delegation of Duties. Each Investor Agent may
      execute any of its duties through agents or attorneys-in-fact and shall be
      entitled to advice of counsel concerning all matters pertaining to such duties.
      No Investor Agent shall be responsible for the negligence or misconduct of
      any
      agents or attorneys-in-fact selected by it with reasonable care.

     

    SECTION
      9.06. Action or Inaction by Investor Agent. Each
      Investor Agent shall in all cases be fully justified in failing or refusing
      to
      take action under any Transaction Document unless it shall first receive such
      advice or concurrence of the Investors and Banks in its Group and assurance
      of
      its indemnification by the Banks in its Group, as it deems appropriate. Each
      Investor Agent shall in all cases be fully protected in acting, or in refraining
      from acting, under this Agreement or any other Transaction Document in
      accordance with a request or at the direction of the Investors and Banks in
      its
      Group, and such request or direction and any action taken or failure to act
      pursuant thereto shall be binding upon all Investors and Banks in its
      Group.

     

    SECTION
      9.07. Notice of Events of Termination. No Investor
      Agent shall be deemed to have knowledge or notice of the occurrence of any
      Incipient Event of Termination or of any Event of Termination unless such
      Investor Agent has received notice from the Program Agent, any other Investor
      Agent, any Investor or Bank, the Collection Agent, any Originator or the Seller
      stating that an Incipient Event of Termination or Event of Termination has
      occurred hereunder and describing such Incipient Event of Termination or Event
      of Termination. If an Investor Agent receives such a notice, it shall promptly
      give notice thereof to the Investors and Banks in its Group and to the Program
      Agent (but only if such notice received by such Investor Agent was not sent
      by
      the Program Agent). The Investor Agent shall take such action concerning an
      Incipient Event of Termination or an Event of Termination as may be directed
      by
      the Investors and Banks in its Group (subject to the other provisions of this
      Article IX), but until such Investor Agent receives such directions, such
      Investor Agent may (but shall not be obligated to) take such action, or refrain
      from taking such action, as such Investor Agent deems advisable and in the
      best
      interests of the Investors and Banks in its Group.

     

    SECTION
      9.08. Non-Reliance on Investor Agent and Other
      Parties. Except to the extent otherwise agreed to in writing between an
      Investor and its Investor Agent, each Investor and Bank in the same Group
      expressly acknowledges that neither the Investor Agent for its Group, any of
      its
      Affiliates nor any of such Investor Agent’s or Affiliate’s directors, officers,
      agents or employees has made any representations or warranties to it and that
      no
      act by such Investor Agent hereafter taken, including any review of the affairs
      of the Seller, the Parent or any other Originator, shall be deemed to constitute
      any representation or warranty by such Investor Agent. Except to the extent
      otherwise agreed to in writing between an Investor and its Investor Agent,
      each
      Investor and Bank in the same Group represents and warrants to the Investor
      Agent for such Group that, independently and without reliance upon such Investor
      Agent, any of its Affiliates, any other Investor Agent, the Program Agent or
      any
      other Investor or Bank and based on such documents and information as it has
      deemed appropriate, it has made and will continue to make its own appraisal
      of
      and investigation into the business, operations, property, prospects, financial
      and other conditions and creditworthiness of the Seller, the Parent, any other
      Originator and the Receivable Interests and its own decision to enter into
      this
      Agreement and to take, or omit, action under this Agreement or any other
      Transaction Document. Except for items expressly required to be delivered under
      this Agreement or any other Transaction Document by an Investor Agent to any
      Investor or Bank in its Group, no Investor Agent shall have any duty or
      responsibility to provide any Investor or Bank in its Group with any information
      concerning the Seller, the Parent, any other Originator or any of their
      Affiliates that comes into the possession of such Investor Agent or any of
      its
      directors, officers, agents, employees, attorneys-in-fact or
      Affiliates.

     

     

    
      
        
        

      

      
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    SECTION
      9.09. Successor Investor Agent. Any Investor Agent
      may, upon at least thirty (30) days’ notice to the Program Agent, the Seller and
      the Investors and Banks in its Group, resign as Investor Agent for its Group;
      provided that no such thirty (30) day notice period shall be required in
      the event that such Investor Agent seeks to resign its position in connection
      with the replacement of a Bank (which is acting as such Investor Agent or which
      is an Affiliate thereof) by the Seller pursuant to Section 11.03(j) hereof.
      Such
      resignation shall not become effective until a successor investor agent is
      appointed by the Investors and Banks in such Group and has accepted such
      appointment. Upon such acceptance of its appointment as Investor Agent for
      such
      Group hereunder by a successor Investor Agent, such successor Investor Agent
      shall succeed to and become vested with all the rights and duties of the
      retiring Investor Agent, and the retiring Investor Agent shall be discharged
      from its duties and obligations under the Transaction Documents. After any
      retiring Investor Agent’s resignation hereunder, the provisions of this Article
      IX and Section 6.06 and Article X shall inure to its benefit as to any actions
      taken or omitted to be taken by it while it was an Investor Agent.

     

    SECTION
      9.10. Reliance on Investor Agent. Unless otherwise
      advised in writing by an Investor Agent or by any Investor or Bank in such
      Investor Agent’s Group, each party to this Agreement may assume that (i) such
      Investor Agent is acting for the benefit and on behalf of each of the Investors
      and Banks in its Group, as well as for the benefit of each assignee or other
      transferee from any such Person, and (ii) each action taken by such Investor
      Agent has been duly authorized and approved by all necessary action on the
      part
      of the Investors and Banks in its Group.

     

    ARTICLE
      X

     

    INDEMNIFICATION

     

    SECTION
      10.01. Indemnities by the Seller. Without limiting
      any other rights that the Program Agent, the Investor Agents, the Investors,
      the
      Banks, the L/C Bank or any of their respective Affiliates or members or any
      of
      their respective officers, directors, employees or advisors (each, an
“Indemnified Party”) may have hereunder or under applicable law, the
      Seller hereby agrees to indemnify each Indemnified Party from and against any
      and all claims, losses and liabilities (including reasonable attorneys’ fees)
      (all of the foregoing being collectively referred to as “Indemnified
      Amounts”) arising out of or resulting from this Agreement or the other
      Transaction Documents or the use of proceeds of purchases or reinvestments
      or
      the ownership of Receivable Interests or in respect of any Receivable or any
      Contract, excluding, however, (a) Indemnified Amounts to the extent found in
      a
      final non-appealable judgment of a court of competent jurisdiction to have
      resulted from gross negligence or willful misconduct on the part of such
      Indemnified Party, (b) recourse (except as otherwise specifically provided
      in
      this Agreement) 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 (except to the extent the Indemnified Party has
      recourse against the Seller with respect to any such Receivable on grounds
      (including those specified in clauses (i) through (xii) below) other than the
      noncollectability of such Receivable due to the insolvency, bankruptcy or
      financial inability to pay of the applicable Obligor) or (c) any income taxes
      or
      any other tax or fee measured by income incurred by such Indemnified Party
      arising out of or as a result of this Agreement or the ownership of Receivable
      Interests or in respect of any Receivable or any Contract. Without limiting
      or
      being limited by the foregoing, but subject to the exclusions in clauses (a),
      (b) and (c) above, the Seller shall pay on demand to each Indemnified Party
      any
      and all amounts necessary to indemnify such Indemnified Party from and against
      any and all Indemnified Amounts relating to or resulting from any of the
      following:

     

     

     

    
      
        
        

      

      
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    (i)           
      the characterization in any Seller Report or other written statement made by
      or
      on behalf of the Seller of any Receivable as an Eligible Receivable or as
      included in the Net Receivables Pool Balance which, as of the date of such
      Seller Report or other statement, is not an Eligible Receivable or should not
      be
      included in the Net Receivables Pool Balance;

     

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

     

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

     

    (iv)         the
      failure to vest in the Investors or the Banks (including the L/C Bank), as
      the
      case may be, (a) a perfected undivided percentage ownership interest, to the
      extent of each Receivable Interest, in the Receivables in, or purporting to
      be
      in, the Receivables Pool and the Related Security and Collections in respect
      thereof, or (b) a perfected security interest as provided in Section 2.11,
      in
      each case free and clear of any Adverse Claim;

     

    (v)          the
      failure 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 in, or purporting to
      be
      in, the Receivables Pool and the Related Security and Collections in respect
      thereof, whether at the time of any purchase or reinvestment 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 in, or purporting
      to be
      in, the Receivables Pool (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 Seller
      or
      any of its Affiliates acting as Collection Agent);

     

     

    
      
        
        

      

      
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    (vii)           
      any failure of the Seller to perform its duties or obligations in accordance
      with the provisions hereof or to perform its duties or obligations under the
      Contracts;

     

    (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;

     

    (ix)            
      the commingling of Collections of Pool Receivables at any time by the Seller
      with other funds;

     

    (x)            
      any investigation, litigation or proceeding related to this Agreement or the
      use
      of proceeds of purchases or reinvestments or the ownership of Receivable
      Interests or in respect of any Receivable or 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 the Seller,
      an Indemnified Party or any other Person or an Indemnified Party is otherwise
      a
      party thereto);

     

    (xi)           
      any failure of the Seller to comply with its covenants contained in this
      Agreement or any other Transaction Document;

     

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

     

    (xiii)          any
      payment made by the L/C Bank under a Letter of Credit to any Person purporting
      to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit
      of
      creditors, liquidator, receiver or other representative of or successor to
      any
      beneficiary or any transferee of such Letter of Credit, including any arising
      in
      connection with any proceeding under the Bankruptcy Code of the United States,
      or any other liquidation, conservatorship, bankruptcy, assignment for the
      benefit of creditors, moratorium, rearrangement, receivership, insolvency,
      reorganization, or similar debtor relief laws of the United States or other
      applicable
      jurisdictions from time to time in effect and affecting the rights of creditors
      generally; or

     

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

    

     

    
      
        
        

      

      
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    ARTICLE
      XI

     

    MISCELLANEOUS

     

    SECTION
      11.01. Amendments, Etc. No amendment or waiver of
      any provision of this Agreement or consent to any departure by the Seller or
      the
      Parent (as Collection Agent or otherwise) therefrom shall be effective unless
      in
      a writing signed by the Program Agent and the Investor Agents representing
      the
      Majority Banks (and, in the case of any amendment, also signed by the Seller
      and
      the Parent); provided, however, that (x) no amendment, waiver or
      consent shall, unless in writing and signed by the Collection Agent in addition
      to the Program Agent and the Investor Agents representing the Majority Banks,
      affect the rights or duties of the Collection Agent under this Agreement and
      (y)
      no amendment, waiver or consent shall affect the rights and duties of any
      Investor Agent under this Agreement, unless in writing and signed by such
      Investor Agent; and provided, further, that no Investor Agent
      shall:

     

    (a)
      without the prior written consent of each Bank in its Group:

     

    (i)           amend
      the definitions of Eligible Receivable, Delinquent Receivable or Defaulted
      Receivable or increase the then existing Concentration Limit or any Special
      Concentration Limit; or

     

    (ii)           amend,
      modify or waive any provision of this Agreement in any way which
      would:

     

    
      	
               

            	
              a)

            	
              reduce
                the amount of Capital or Yield that is payable on account of any
                Receivable Interest or delay any scheduled date for payment thereof;
                or

            


    

     

    
      	
               

            	
              b)

            	
              impair
                any rights expressly granted to an assignee or participant under
                this
                Agreement; or

            


    

     

    
      	
               

            	
              c)

            	
              reduce
                fees payable by the Seller to the Investor Agents or Banks or delay
                the
                dates on which such fees are payable;
                or

            


    

     

    
      	
               

            	
              d)

            	
              modify
                any provisions relating to the Aggregate Loss and Dilution Reserve
                or the
                Yield and Fee Reserve so as to reduce the amount of such Reserves;
                or

            


    

     

    (iii)           agree
      to a different Assignee Rate pursuant to the final proviso in the definition
      of
      Assignee Rate in the Agreement; or

     

     

    
      
        
        

      

      
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    (iv)           amend
      or waive the Event of Termination relating to the bankruptcy of the Seller,
      the
      Parent or any Originator or amend or waive the Collection Agent Default relating
      to the bankruptcy of the Collection Agent; or

     

    (v)           amend
      this Agreement to extend the Commitment Termination Date; or

     

    (b)
      increase the Bank Commitment of any Bank in its Group without the prior written
      consent of such Bank.

     

    Notwithstanding
      any other provision of this Section 11.01, Schedules I, IV and VI hereto may
      be
      amended in accordance with the procedures set forth in Sections 5.01(g), 5.01(b)
      and 5.01(m), respectively. No failure on the part of the Investors, the Banks
      or
      the Agents 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.

     

    SECTION
      11.02. Notices, Etc. All notices and other
      communications hereunder shall, unless otherwise stated herein, be in writing
      (which shall include facsimile communication) and faxed or delivered, to each
      party hereto, at its address set forth on Schedule III 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
      11.03. Assignability. (a) This Agreement and the
      Investors’ rights and obligations herein (including ownership of each Receivable
      Interest) shall be assignable by the Investors and their successors and assigns
      (including, without limitation, pursuant to an Asset Purchase Agreement) with
      the Seller’s prior written consent; provided, that the Seller’s consent
      shall not be required (i) if the assignment shall be to an Eligible Assignee
      pursuant to an Asset Purchase Agreement, (ii) if there shall exist an Event
      of
      Termination or (iii) if the assignment is by an Investor or a Bank to another
      receivables investment company managed and/or sponsored by its Investor Agent
      or
      any of its Affiliates. Each assignor of a Receivable Interest or any interest
      therein shall notify the Program Agent, its Investor Agent and the Seller of
      any
      such assignment. Each assignor of a Receivable Interest or any interest therein
      may, in connection with any such assignment, disclose to the assignee or
      potential assignee any information relating to the Seller, the Parent or any
      other Originator, including the Receivables, furnished to such assignor by
      or on
      behalf of the Seller, the Parent, any other Originator or by the Program Agent;
      provided that, prior to any such disclosure, the assignee or potential assignee
      agrees to preserve the confidentiality of any such information which is
      confidential in accordance with the provisions of Section 11.06
      hereof.

     

     

     

    
      
        
        

      

      
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    (b)
      Each
      Bank may assign to any Eligible Assignee or to any other Bank all or a portion
      of its rights and obligations under this Agreement (including, without
      limitation, all or a portion of its Bank Commitment and any Receivable Interests
      or interests therein owned by it); provided, however,
      that:

     

    (i)           
      each such assignment shall be of a constant, and not a varying, percentage
      of
      all rights and obligations under this Agreement,

     

    (ii)           the
      amount being assigned pursuant to each such assignment (determined as of the
      date of the Assignment and Acceptance Agreement with respect to such assignment)
      shall in no event be less than the lesser of (x) $10,000,000 and (y) all of
      the
      assigning Bank’s Bank Commitment,

     

    (iii)          the
      parties to each such assignment shall execute and deliver to the Program Agent
      (with a copy to the assignor’s Investor Agent), for its acceptance and recording
      in the Register, an Assignment and Acceptance Agreement, together with a
      processing and recordation fee of $2,500, and

     

    (iv)         concurrently
      with such assignment, such assignor Bank shall assign to such assignee Bank
      or
      other Eligible Assignee an equal percentage of its rights and obligations under
      its Asset Purchase Agreement (or, if such assignor Bank is Citibank, it shall
      arrange for such assignee Bank or other Eligible Assignee to become a party
      to
      the Asset Purchase Agreement for a maximum Capital amount equal to the
      assignee’s Bank Commitment).

     

    Upon
      such
      execution, delivery, acceptance and recording, from and after the effective
      date
      specified in such Assignment and Acceptance Agreement, (x) the assignee
      thereunder shall be a party to this Agreement and, to the extent that rights
      and
      obligations hereunder have been assigned to it pursuant to such Assignment
      and
      Acceptance Agreement, have the rights and obligations of a Bank hereunder and
      (y) the assigning Bank shall, to the extent that rights and obligations
      hereunder have been assigned by it pursuant to such Assignment and Acceptance
      Agreement, relinquish such rights and be released from such obligations under
      this Agreement (and, in the case of an Assignment and Acceptance Agreement
      covering all or the remaining portion of an assigning Bank’s rights and
      obligations under this Agreement, such Bank shall cease to be a party
      hereto).

     

    (c)
      The
      Program Agent shall maintain at its address referred to in Section 11.02 of
      this
      Agreement a copy of each Assignment and Acceptance Agreement delivered to and
      accepted by it and a register for the recordation of the names and addresses
      of
      the Banks and the Bank Commitment of, and aggregate outstanding Capital of
      Receivable Interests or interests therein owned by, each Bank from time to
      time
      (the “Register”). The entries in the Register shall be conclusive and
      binding for all purposes, absent manifest error, and the Seller, the
      Originators, the Program Agent, the Investor Agents, the Investors and the
      Banks
      may treat each person whose name is recorded in the Register as a Bank under
      this Agreement for all purposes of this Agreement. The Register shall be
      available for inspection by the Seller or any Bank at any reasonable time and
      from time to time upon reasonable prior notice. Upon its receipt of an
      Assignment and Acceptance Agreement executed by an assigning Bank and an
      Eligible Assignee, the Program Agent shall, if such Assignment and Acceptance
      Agreement has been completed, (i) accept such Assignment and Acceptance
      Agreement, (ii) record the information contained therein in the Register and
      (iii) give prompt notice thereof to the Seller.

     

     

    
      
        
        

      

      
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    (d)
      Notwithstanding any other provision of this Section 11.03, each Bank may at
      any
      time pledge or grant a security interest in all or any portion of its rights
      (including, without limitation, rights to payment of Capital and Yield) under
      this Agreement or under the Asset Purchase Agreement to secure obligations
      of
      such Bank to any Federal Reserve Bank without notice to or consent of the Seller
      or the Program Agent; provided, that no such pledge or grant of a
      security interest shall release a Bank from any of its obligations hereunder
      or
      under the Asset Purchase Agreement, as the case may be, or substitute any such
      pledgee or grantee for such Bank as a party hereto or to the Asset Purchase
      Agreement, as the case may be.

     

    (e)
      Each
      Bank may sell participations, to one or more banks or other entities, in or
      to
      all or a portion of its rights and obligations under this Agreement (including,
      without limitation, all or a portion of its Bank Commitment and the Receivable
      Interests or interests therein owned by it); provided, however,
      that

     

    (i)           
      such Bank’s obligations under this Agreement (including, without limitation, its
      Bank Commitment to the Seller hereunder) shall remain unchanged,

     

    (ii)          
      such Bank shall remain solely responsible to the other parties to this Agreement
      for the performance of such obligations, and

     

    (iii)         
      concurrently with such participation, the selling Bank shall sell to such bank
      or other entity a participation in an equal percentage of its rights and
      obligations under the Asset Purchase Agreement.

     

    The
      Agents, the other Banks and the Seller shall have the right to continue to
      deal
      solely and directly with such Bank in connection with such Bank’s rights and
      obligations under this Agreement.

     

    (f)
      This
      Agreement and the rights and obligations of the Program Agent herein shall
      be
      assignable by the Program Agent and its successors and assigns.

     

    (g)
      The
      Seller may not assign its rights or obligations hereunder or any interest herein
      without the prior written consent of the Program Agent and each Investor
      Agent.

     

     

    
      
        
        

      

      
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    (h)
      CAFCO
      may, without the consent of the Seller, sell participations to one or more
      banks
      or other entities (each, a “Participant”) in all or a portion of its
      rights and obligations hereunder (including the outstanding Receivable
      Interests); provided that following the sale of a participation under
      this Agreement (i) the obligations of CAFCO shall remain unchanged, (ii) CAFCO
      shall remain solely responsible to the other parties hereto for the performance
      of such obligations and (iii) the Seller, the Agents, and the Banks shall
      continue to deal solely and directly with CAFCO in connection with CAFCO’s
      rights and obligations under this Agreement. Any agreement or instrument
      pursuant to which CAFCO sells such a participation shall provide that the
      Participant shall not have any right to direct the enforcement of this Agreement
      or the other Transaction Documents or to approve any amendment, modification
      or
      waiver of any provision of this Agreement or the other Transaction Documents;
      provided that such agreement or instrument may provide that CAFCO will
      not, without the consent of the Participant, agree to any amendment,
      modification or waiver that (i) reduces the amount of Capital or Yield that
      is
      payable on account of any Receivable Interest or delays any scheduled date
      for
      payment thereof or (ii) reduces any fees payable by the Seller to the Program
      Agent or CAFCO’s Investor Agent (to the extent relating to payments to the
      Participant) or delays any scheduled date for payment of such fees. The Seller
      acknowledges and agrees that CAFCO’s source of funds may derive in part from its
      Participants. Accordingly, references in Sections 2.08, 2.09, 2.10, 6.06, 9.01
      and 11.04 and the other terms and provisions of this Agreement and the other
      Transaction Documents to determinations, reserve and capital adequacy
      requirements, expenses, increased costs, reduced receipts and the like as they
      pertain to CAFCO shall be deemed also to include those of its Participants;
      provided that the Seller shall not be required to pay higher costs,
      expenses and indemnification amounts pursuant to this sentence than would be
      required to be paid by the Seller in the absence of the sale of any
      participation by CAFCO to a Participant as contemplated by this Section
      11.03(h). CAFCO or its Investor Agent may, in connection with any such
      participation, disclose to Participants and potential Participants any
      information relating to the Seller, the Parent or the Originators, including
      the
      Receivables, furnished to CAFCO or such Investor Agent by or on behalf of the
      Seller; provided that, prior to any such disclosure, such Participant or
      potential Participant agrees to preserve the confidentiality of any such
      information which is confidential in accordance with the provisions of Section
      11.06 hereof. Any interest sold by CAFCO to a Bank or its designee under its
      Asset Purchase Agreement shall not be considered a participation for the purpose
      of this Section 11.03(h) (and the Bank or its designee shall not be considered
      a
      Participant as a result thereof).

     

    (i)           Wachovia
      may not assign any of its rights and obligations as L/C Bank under this
      Agreement without the prior written consent of the Program Agent (which consent
      shall not be unreasonably withheld or delayed).

     

    (j)           If
      the Credit Agreement Freeze Date shall occur as a result of any Bank ceasing
      to
      be a lender under the Credit Agreement, the Seller shall have the right,
      exercisable by notice to such Bank (with a copy to the Program Agent), to
      require such Bank to sell and assign, and upon such notice by the Seller to
      such
      effect, such Bank shall sell and assign, all of its interests, rights and
      obligations under this Agreement to an assignee identified by the Seller and
      approved by the relevant Investor Agent, which approval shall not be
      unreasonably withheld; provided, however, that (i) such assignment
      shall not conflict with any statute, law, rule, regulation, order or decree
      of
      any governmental authority, (ii) the assigning Bank shall have received from
      such assignee full payment in immediately available funds of all amounts payable
      to it in respect of Capital, accrued Yield and Fees and other amounts owing
      to
      it under or in connection with this Agreement, (iii) such assignment shall
      be
      without recourse to the assigning Bank and shall be at the sole expense of
      the
      Seller, (iv) the assigning Bank shall continue to have the benefit of all
      indemnities and other agreements under this Agreement which survive the
      termination of this Agreement and (v) if such Bank or an Affiliate of such
      Bank
      is the manager or administrator of an Investor, the Seller shall also arrange
      for the concurrent assignment of all interests and rights of such Investor
      to an
      assignee identified by the Seller and approved by relevant Investor Agent,
      which
      approval shall not be unreasonably withheld (such assignment to comply with
      the
      provisions of the preceding clauses (i) through (v) as if each reference therein
      to “assigning Bank” were a reference to “assigning Investor”). Such assigning
      Bank and such assignee shall comply with the provisions of Section 11.03(b),
      and
      upon the effectiveness of any such assignment (and provided that all of the
      Banks hereunder are then lenders under the Credit Agreement), the Credit
      Agreement Freeze Date shall be deemed to no longer exist.

     

     

    
      
        
        

      

      
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    (k)
      Any
      assignee or participant under this Section 11.03 shall be entitled to the
      benefits of Section 2.10(a), (b) and (c) only if it complies with Section
      2.10(d) on or prior to the date it becomes an assignee or
      participant.

     

    SECTION
      11.04. Costs and Expenses. (a) In addition to the
      rights of indemnification granted under Section 10.01 hereof, the Seller agrees
      to pay on demand (i) all reasonable costs and expenses incurred in connection
      with the periodic auditing and the other activities contemplated pursuant to
      Section 5.02 (subject to the limitations set forth therein), (ii) all costs
      and
      expenses in connection with the preparation, execution and delivery of this
      Agreement, any Asset Purchase Agreement and the other Transaction Documents,
      including, without limitation, the reasonable fees and out-of-pocket expenses
      of
      counsel for the Program Agent, each Investor Agent, each Investor and each
      Bank
      with respect thereto and with respect to advising the Program Agent, each
      Investor Agent, each Investor and each Bank as to their rights and remedies
      under this Agreement, (iii) all reasonable pre-closing out-of-pocket due
      diligence and audit expenses, and (iv) all reasonable out-of-pocket costs and
      expenses, if any (including reasonable counsel fees and expenses), of the
      Program Agent, the Investor Agents, the Investors and the Banks, in connection
      with the enforcement of this Agreement and the other Transaction
      Documents.

     

    (b)
      In
      addition, the Seller shall pay (i) to the extent not included in the calculation
      of Yield, CP Costs and Investor Rate, any and all commissions of placement
      agents and dealers in respect of Promissory Notes or commercial paper notes
      issued to fund the purchase or maintenance of any Receivable Interest, (ii)
      to
      the extent not included in the calculation of Yield, CP Costs and Investor
      Rate,
      any and all costs and expenses of any issuing and paying agent or other Person
      responsible for the administration of any Investor’s Promissory Note or
      commercial paper program, as the case may be, in connection with the
      preparation, completion, issuance, delivery or payment of Promissory Notes
      or
      commercial paper notes issued to fund the purchase or maintenance of any
      Receivable Interest, and (iii) any and all Liquidation Fee.

     

    SECTION
      11.05. No Proceedings; Waiver of Consequential
      Damages. (a) Each of the Seller, the Program Agent, each Investor Agent, the
      Collection Agent, the Parent, each Investor, each Bank, each assignee of a
      Receivable Interest or any interest therein and each entity which enters into
      a
      commitment to purchase Receivable Interests or interests therein hereby agrees
      that it will not institute against, or join any other Person in instituting
      against, any Investor any proceeding of the type referred to in Section 7.01(g)
      so long as any commercial paper or other senior indebtedness issued by such
      Investor shall be outstanding or there shall not have elapsed one year plus
      one
      day since the last day on which any such commercial paper or other senior
      indebtedness shall have been outstanding.

     

    (b)
      Each
      of the Parent, the Collection Agent and the Seller agree that no Indemnified
      Party shall have any liability to them or any of their securityholders or
      creditors in connection with this Agreement, the other Transaction Documents
      or
      the transactions contemplated thereby on any theory of liability for any
      special, indirect, consequential or punitive damages (including, without
      limitation, any loss of profits, business or anticipated savings).

     

     

    
      
        
        

      

      
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    SECTION
      11.06. Confidentiality. (a) Each of the Seller,
      the Parent and the Collection Agent agrees to maintain the confidentiality
      of
      the Fee Agreements in communications with third parties and
      otherwise.

     

    (b)           Each
      Investor, each Bank, each Investor Agent and the Program Agent agrees to
      maintain the confidentiality of all information with respect to the Seller,
      each
      Originator, the Parent or the Receivables Pool (including the Seller Reports)
      furnished or delivered to it pursuant to this Agreement and the other
      Transaction Documents; provided, that such information may be disclosed
      (i) to such party’s legal counsel and auditors and to such party’s assignees and
      participants and potential assignees and participants and their respective
      counsel if they agree to hold it confidential, (ii) to the rating agencies,
      (iii) to any actual or potential subordinated investor in any Investor or any
      provider of liquidity for any Investor, in each case, together with their
      respective employees, officers, directors, accountants, lawyers and advisors,
      if
      each such subordinated investor or provider of liquidity has agreed to hold
      it
      confidential, (iv) to credit enhancers and dealers and investors in respect
      of
      promissory notes of each Investor in accordance with the customary practices
      of
      said Investor for disclosure to credit enhancers, dealers or investors, as
      the
      case may be, it being understood that any such disclosure to dealers or
      investors will not identify the Seller, the Parent, any Originator or any of
      their Affiliates by name, and (v) to the extent required by applicable law
      or
      regulation or by any court, regulatory body or agency having jurisdiction over
      such party or over any of the Persons referred to in the preceding clauses
      (i)
      through (iv); and provided, further, that such party shall have no
      obligation of confidentiality in respect of any information which may be
      generally available to the public or becomes available to the public through
      no
      fault of such party.

     

    (c)           Notwithstanding
      any other provision herein, or in any other Transaction Document, each Investor,
      each Bank, each Investor Agent and the Program Agent hereby confirms that the
      Seller, each Originator, the Parent and the Collection Agent (and each employee,
      representative or other agent of each such party) may disclose to any and all
      Persons, without limitation of any kind, the U.S. tax treatment and U.S. tax
      structure of the transaction contemplated by this Agreement and the other
      Transaction Documents.

     

    SECTION
      11.07. 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 LAW 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 INTERESTS OF THE INVESTORS
      AND
      THE BANKS IN THE RECEIVABLES AND THE ORIGINATOR PURCHASE AGREEMENT ARE GOVERNED
      BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW
      YORK.

     

    SECTION
      11.08. 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.

     

     

    
      
        
        

      

      
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    SECTION
      11.09. Survival of Termination. The provisions of
      Sections 2.08, 2.09, 6.06, 10.01, 11.04, 11.05 and 11.06 shall survive any
      termination of this Agreement.

     

    SECTION
      11.10. Consent to Jurisdiction. (a) Each party
      hereto hereby irrevocably submits to the non-exclusive jurisdiction of any
      New
      York State or Federal court sitting in New York City in any action or proceeding
      arising out of or relating to this Agreement or the other Transaction Documents,
      and each party hereto hereby irrevocably agrees that all claims in respect
      of
      such action or proceeding may be heard and determined in such New York State
      court or, to the extent permitted by law, in such Federal court. The parties
      hereto hereby irrevocably waive, to the fullest extent they may effectively
      do
      so, the defense of an inconvenient forum to the maintenance of such action
      or
      proceeding. The parties hereto agree that a final judgment in any such action
      or
      proceeding shall be conclusive and may be enforced in other jurisdictions by
      suit on the judgment or in any other manner provided by law.

     

    (b)
      Each
      of the Seller, the Parent, the Collection Agent and the Originators consents
      to
      the service of any and all process in any such action or proceeding by the
      mailing of copies of such process to it at its address specified in Section
      11.02. Nothing in this Section
      11.10 shall affect the right of the Investors, any Bank or any Agent to serve
      legal process in any other manner permitted by law.

     

    SECTION
      11.11. WAIVER OF JURY TRIAL. EACH PARTY HERETO
      HEREBY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY
      JURY
      IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER
      (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF,
      RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED OR
      DELIVERED PURSUANT HERETO.

     

    SECTION
      11.12. Intended Tax Treatment. The parties to this
      Agreement are entering into this Agreement with the intent that for United
      States Federal, state and local income and franchise tax purposes, a purchase
      of
      Receivable Interests under this Agreement is intended to be a loan from the
      Investors (or the Banks, if applicable) to the Seller secured by the
      Receivables, Related Security and Collections. Each such party agrees to file
      all tax returns according to this characterization.

     

    SECTION
      11.13. Excess Funds. Notwithstanding any
      provisions contained in this Agreement to the contrary, no Investor shall,
      nor
      shall be obligated to, pay any amount pursuant to this Agreement unless (i)
      such
      Investor has received funds which may be used to make such payment and which
      funds are not required to repay its commercial paper notes when due and (ii)
      after giving effect to such payment, either (x) such Investor could issue
      commercial paper notes to refinance all of its outstanding commercial paper
      notes (assuming such outstanding commercial paper notes matured at such time)
      in
      accordance with the program documents governing such Investor’s securitization
      program or (y) all of such Investor’s commercial paper notes are paid in full.
      Any amount which an Investor does not pay pursuant to the operation of the
      preceding sentence shall not constitute a claim (as defined in §101 of the
      United States Bankruptcy Code) against or limited liability company obligation
      of such Investor for any such insufficiency unless and until such Investor
      satisfies the provisions of clauses (i) and (ii) above. This Section shall
      survive the termination of this Agreement.

     

     

    
      
        
        

      

      
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    SECTION
      11.14. No Recourse. The obligations of each
      Investor, its Investor Agent, its management company, its administrator and
      its
      referral agents (each a “ProgramAdministrator”) under any
      Transaction Document or other document (each, a “ProgramDocument”)
      to which a Program Administrator is a party are solely the corporate or limited
      liability company obligations of such Program Administrator and no recourse
      shall be had for such obligations against any Affiliate, director, officer,
      member, manager, employee, attorney or agent of any Program
      Administrator.

     

     

    
      
        
        

      

      
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    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

            	
              OLIN
                FUNDING COMPANY LLC

            
	 	
               
                
                By:

              

            	
               

              /s/ Stephen C. Curley

            
	
            	 Title: 
              Treasurer
	 	
               

            


    

    


    


    
      	
              INVESTORS:

            	
              CAFCO,
                LLC

            
	 	
               

              By:    Citicorp
                North America,

              Inc.,
                as
                Attorney-in-Fact

               

            
	
              By:

            	 /s/
              Citicorp
	 	
              Vice
                President

            


    

     

     

    
      


      
        	
                 

              	
                VARIABLE
                  FUNDING CAPITAL COMPANY LLC

              
	 	
                 

                
                  By:    
Wachovia
                    Capital
                    Markets, LLC

                            
as
                    Attorney-in-Fact

                   

                

              
	
                By:   

              	 /s/
                Douglas R. Wilson Sr. 
	
                Title:

              	
                Director 

              


      

       

    

     


    
      
        
        

      

      
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              PROGRAM
                AGENT:

            	
              CITICORP
                NORTH AMERICA, INC.,

               as
                Program Agent

            
	 	 
	
               

            	
              
                By:

              

            	 /s/
              Citicorp
	 	
              Vice
                President

            


    

    


    


    
      	
              BANKS:

            	
              CITIBANK,
                N.A.

            
	 	 
	
               

            	
              
                By:

              

            	 /s/
              Citibank
	 	
              Vice
                President

               

              Percentage:  50%

            
	 	 


    

    


    


    
      	
              WACHOVIA
                BANK, NATIONAL ASSOCIATION

            
	 
	
              By:

            	 /s/
              Wachovia
	Title: 	 Vice
              President
	 	 
	 	
              Percentage:  50%

            


    

    



    
      
        
        

      

      
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              COLLECTION
                AGENT AND PARENT/ORIGINATOR

            	
              OLIN
                CORPORATION

            
	 	 
	
               

            	
              By:

            	 /s/
              Stephen C. Curley
	 	
              Title: 
                Treasurer  

            


    

    


    


    
      	
              INVESTOR
                AGENTS:

            	
              CITICORP
                NORTH AMERICA, INC., 

              as
                an Investor Agent

            
	 	 
	
               

            	
              By:

            	 /s/
              Citicorp
	 	
              Vice
                President

            


    

    


    


    
      	
              WACHOVIA
                BANK, NATIONAL ASSOCIATION, 

              as
                an Investor Agent

            
	 
	
              By:

            	 /s/
              Wachovia
	 	
              Title: 
                Vice President

            


    

    



    
      
        
        

      

      
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    SCHEDULE
      I

     

    Lock-Boxes/Deposit
      Accounts

     

    
      	
              Name
                and Address

              of
                Deposit Bank

            	
              Name
                of

              Accountholder

            	
              Account

              Number

            	
              Lock-Box
                Number

              and
                Address

            
	 	 	 	 
	
               

               

               

               

               

               

            	
               

            	
               

            	
              
              

            
	
               

               

               

               

               

               

            	
               

               

            	
               

               

            	
               

               

               

               

            
	
               

               

               

               

               

               

            	
               

               

            	
               

               

            	
               

               

               

            
	
               

               

               

            	
               

               

            	
               

               

            	
               

               

               

               

               

               

               

            


    

     

     

    [List
      continues on next page]

     

    S-1

     


    
      
        
        

      

      
        
        

        
          

        

      

      
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          of Contents 

      

    


     

    


    
      	
              Name
                and Address

              of
                Deposit Bank

            	
              Name
                of

              Accountholder

            	
              Account

              Number

            	
              Lock-Box
                Number

              and
                Address

            
	 	 	 	 
	
               

               

               

               

               

            	
               

               

            	
               

               

            	
               

               

               

            
	 	 	 	 
	
               

               

               

               

               

            	
               

               

            	
               

               

            	
               

               

            
	
               

               

               

               

               

               

            	
               

               

            	
               

               

            	
               

               

               

            


    

    


    S-2

     


    
      
        
        

      

      
        
        

        
          

        

      

      
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          of Contents 

      

    


    


    SCHEDULE
      III

     

    Addresses

     

    
      	
              Seller:

            	
              Olin
                Funding Company LLC

              427
                North Shamrock Street,

              East
                Alton, Illinois, 62024

              Attention:
                Legal Department

              Facsimile
                No. 618-258-2732

               

            
	
              Investors:

            	
              CAFCO,
                LLC

              450
                Mamaroneck Avenue

              Harrison,
                N.Y. 10528

              Attention:  Global
                Securitization

              Facsimile
                No. 914-899-7890

               

              Variable
                Funding Capital Company LLC

              c/o
                Wachovia Capital Markets, LLC

              301
                South College Street, TW-10

              Charlotte,
                NC  28288

              Attention:
                Douglas R. Wilson

              Facsimile
                No. 704-383-9579

               

            
	
              Program
                Agent:

            	
              Citicorp
                North America, Inc., as Program Agent

              450
                Mamaroneck Avenue

              Harrison,
                N.Y. 10528

              Attention:
                Global Securitization

              Facsimile
                No. 914-899-7890

               

            
	
              Banks:

            	
              Citibank,
                N.A.

              450
                Mamaroneck Avenue

              Harrison,
                N.Y. 10528

              Attention:
                Global Securitization

              Facsimile
                No. 914-899-7890

               

              Wachovia
                Bank, National Association

              171
                17th St., NW

              Mailcode
                GA 4524

              Atlanta,
                Georgia 30363

              Attention:
                William P. Rutkowski

              Facsimile
                No. 404-214-5481

               

            


    

    


    S-3

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
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          of Contents 

      

    

     

     

     

    
      	
              Collection
                Agent:

            	
              Olin
                Corporation

              427
                N. Shamrock St.

              East
                Atlon, IL 62024

              Attention:
                Legal Department

              Facsimile
                No. 618-258-2732

               

            
	
              Investor
                Agents:

            	
              Citicorp
                North America, Inc., as Investor Agent

              450
                Mamaroneck Avenue

              Harrison,
                N.Y. 10528

              Attention:
                Global Securitization

              Facsimile
                No. 914-899-7890

               

              Wachovia
                Bank, National Association

              171
                17th St., NW

              Mailcode
                GA 4524

              Atlanta,
                Georgia 30363

              Attention:
                William P. Rutkowski

              Facsimile
                No. 404-214-5481

            


    

    


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    SCHEDULE
      IV

     

    Seller
      UCC Information

     

    Name:
      Olin Funding Company LLC

     

    Address:
      427 North Shamrock Street, East Alton, Illinois, 62024

     

    Jurisdiction
      of Organization:  Delaware

     

    UCC
      Filing Office: Delaware Secretary of State

     

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    SCHEDULE
      V

     

    Special
      Concentration Limits

     

    
       

      
        	 	
                Obligor’s
                  Debt Rating

              	
                Concentration
                  Limit Percentage

              
	
                Level
                  I

              	
                AA-
                  or above and Aa3 or

                above

              	
                100%
                  of Loss Reserve Floor Percentage

              
	
                Level
                  II

              	
                BBB-
                  or above and Baa3 or

                above,
                  but not meeting the

                conditions
                  of Level I above

              	
                50%
                  of Loss Reserve Floor Percentage

              


      

      


    

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    SCHEDULE
      VI

     

    Originators

     

    A.J.
      Oster Co.

    A.J.
      Oster Foils, Inc.

    A.J.
      Oster West, Inc.

    Olin
      Corporation

    Bryan
      Metals, Inc.

    Chase
      Brass & Copper Company, Inc.

     

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    ANNEX
      E

     

    [Form
      of
      Funds Transfer Letter]

     

    [Letterhead
      of the Seller]

     

    [Date]

     

    Citicorp
      North America, Inc.,

    as
      Program Agent and Investor Agent

    450
      Mamaroneck Avenue

    Harrison,
      New York 10528

     

    Wachovia
      Bank, National Association,

    as
      Investor Agent

    171
      17th
      St., NW

    Mailcode
      GA 4524

    Atlanta,
      Georgia 30363

     

     

    Re:
      Funds Transfers

     

    Gentlemen:

     

    This
      letter is the Funds Transfer Letter referred to in Section 2.02(b) of the
      Receivables Purchase Agreement, dated as of July 25, 2007, as modified, amended
      or restated from time to time (the “RPA”; terms used in the RPA, unless
      otherwise defined herein, having the meaning set forth therein) among the
      undersigned, the Investors, the Banks, the Investor Agents, you, as Program
      Agent for the Investors and the Banks and the Parent.

     

     

    You
      are
      hereby directed to deposit all funds representing amounts paid for Receivable
      Interests to [Account Number], at [Name, Address and ABA Number of
      Bank].

     

    The
      provisions of this Letter may not be changed or amended orally, but only by
      a
      writing in substantially the form of this letter signed by the undersigned
      and
      acknowledged by you.

     

     

                                Very
      truly
      yours,

     

    
      	
              OLIN
                FUNDING COMPANY LLC

            
	 
	
              By:

            	 
	 	
              Title

            


    

    


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              Receipt
                acknowledged:

              CITICORP
                NORTH AMERICA, INC.,

                  as
                Program
                Agent

            
	 
	
              By:

            	 
	 	
              Vice
                President

            


    

    


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    ANNEX
      H

    FORM
      OF LETTER OF CREDIT REQUEST

     

     

    [Date]

     

    Wachovia
      Bank, National Association, as L/C Bank

    201
      South
      College Street

    6th
      Floor, Mail Code NC 0601

    Charlotte,
      NC 28288

     

    Attention:
      Sherry McInturf, Conduit Operations

     

    Ladies
      and Gentlemen:

     

    Reference
      is hereby made to the Receivables Purchase Agreement, dated as of July 25,
      2007
      (as amended, restated or otherwise modified from time to time, the
“Receivables Purchase
      Agreement”, the
      terms defined therein being used herein as therein defined), among the
      undersigned, the Investors, Banks and Investor Agents from time to time party
      thereto, Citicorp North America, Inc., as Program Agent, and Olin Corporation,
      as Collection Agent.

     

    Pursuant
      to Section 2.18 of the Receivables Purchase Agreement:

     

    [Seller
      hereby requests that the L/C Bank issue the Letter of Credit described in the
      enclosed Letter of Credit Request received by Seller from [insert applicable
      Originator name] under the Originator Purchase Agreement. In connection
      therewith, enclosed please find a duly completed Letter of Credit Application
      executed by Seller].

     

    [Seller
      hereby requests that the L/C Bank Modify standby letter of credit no.
      ___________ dated ___________  and
      issued for the benefit of [insert beneficiary’s name] as follows:
      ________________].

     

    The
      undersigned hereby certifies that the following statements are true on the
      date
      hereof, and will be true on the date of the requested [issuance/Modification]
      (both before and after giving effect thereto):

     

    (A)           all
      conditions precedent to the purchase of a Receivable Interest set forth in
      Section 3.02 of the Receivables Purchase Agreement have been satisfied on and
      as
      of such date;

     

    (B)           the
      aggregate outstanding Capital of L/C Receivable Interests does not exceed the
      L/C Facility Limit;

     

    (C)           the
      L/C Termination Date has not occurred; and

     

     

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    (D)           the
      sum of (x) the aggregate outstanding Capital of Receivable Interests (including
      L/C Receivable Interests) held by Wachovia plus (y) Wachovia’s Ratable Share of
      the aggregate outstanding portion of Capital held by VFCC (whether or not any
      portion thereof has been assigned under an Asset Purchase Agreement) do not
      exceed Wachovia’s Bank Commitment.

     

    
      	
              Very
                truly yours,

               

              OLIN
                FUNDING COMPANY LLC

            
	 
	
              By:

            	 
	 	
              Title:

            


    

    


     [Enclosures]

     

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    ANNEX
      I

    FORM
      OF PURCHASE REQUEST

     

    [DATE]

     

    Citicorp
      North America, Inc., as Program

      
      Agent and Investor Agent

    450
      Mamaroneck Avenue

    Harrison,
      New York 10528

    Attention:
      Global Securitization

    Facsimile
      Number: 914-899-7890

     

    Wachovia
      Bank, National Association,

      
      as Investor Agent

    171
      17th
      St., NW

    Mailcode
      GA 4524

    Atlanta,
      Georgia 30363

    Attention:
      William P. Rutkowski

    Facsimile
      Number: 404-214-5481

     

    Re:
      Receivables Purchase Agreement dated as of July 25, 2007 among Olin Funding
      Company LLC, as seller (the “Seller”), CAFCO, LLC, as an investor,
      Variable Funding Capital Company LLC, as an investor, Citibank, N.A., as a
      bank,
      Wachovia Bank, National Association, as a bank, Wachovia Bank, National
      Association, as an investor agent, Citicorp North America, Inc., as an investor
      agent and as the program agent for the banks and the investors (the “Program
      Agent”) and Olin Corporation, as the collection agent (“Collection
      Agent”) (as amended, restated, supplemented or otherwise modified from time
      to time, the “Agreement”)

     

    Ladies
      and Gentlemen:

     

    This
      Notice is delivered to you pursuant to Section 2.02(a) of the Agreement. Unless
      otherwise defined herein, all capitalized terms used herein will have the
      respective meanings assigned to them in the Agreement.

     

    The
      Seller hereby requests that an incremental purchase (the “Purchase”) of a
      Receivable Interest having Capital in the amount of $[___________] be made
      on

    a
      pro
      rata basis among the Investors on [_______________] (the “Purchase
      Date”). [The
      duration of the initial Fixed Period for the Purchase
      shall be _______________.]1

     

    _____________________________

     

    1
To
      be utilized only
      if the Assignee Rate based on the Eurodollar Rate is to apply.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
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    The
      Seller hereby certifies and warrants that on the date hereof and as of the
      Purchase Date (and the Seller, by accepting the payment of the Capital on the
      Purchase Date relating to such Purchase, will be deemed to have certified that),
      (i) the representations and warranties of the Seller contained in
Section 4.01 of the Agreement 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 Purchase Date or (B) if such representation or
      warranty is by its terms qualified by materiality, correct on and as of the
      Purchase Date, in each case, as if made on and as of such date, (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) all applicable conditions precedent to the Purchase have been fully
      satisfied.

     

    The
      Seller agrees that if, prior to the time that the Purchase requested hereby
      is
      made, any matter certified to herein will not be true and correct at such time
      as if then made, it will immediately so notify the Program Agent and each
      Investor Agent.

     

    Please
      wire transfer the proceeds of the requested Purchase to the account of the
      Seller set forth in the Funds Transfer Letter.

     

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    The
      Seller has caused this notice to be executed and delivered, and the
      certifications and warranties contained herein to be made, by its duly
      authorized officer as of the date first above written.

     

    


    
      	
              OLIN
                FUNDING COMPANY LLC

            
	 
	
              By:

            	 
	
              Name:

            	 
	
              Title: