ex10-1.htm


     

    Exhibit
10.1

    
      


       

      ===========================================================================================================================


       

      CREDIT
AGREEMENT

      


      dated as
of

      


      February 13,
2009

       

      among

       

      ARCH
CHEMICALS, INC.

      


      The
Lenders Party Hereto

       

      BANK OF
AMERICA, N.A.,

      as
Administrative Agent,

      


      


      RBS
CITIZENS, N.A.,

      as
Syndication Agent

      


      and

      


      KEYBANK,
N.A.

      


      and

      


      WACHOVIA
BANK, N.A.,

      as
Co-Documentation Agents,

      


      
        
          

        



      


      BANC OF
AMERICA SECURITIES LLC

      


      and

      


      GREENWICH
CAPITAL MARKETS, INC.

      as Joint
Lead Arrangers and Joint Book Managers

      


       

      ===========================================================================================================================



       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      TABLE OF CONTENTS

       

       

       

      
        	
                ARTICLE I Definitions

              	
                1

              
	
                Section 1.01

              	
                Defined Terms

              	
                1

              
	
                Section 1.02

              	
                Classification of Loans and Borrowings

              	
                16

              
	
                Section 1.03

              	
                Terms Generally

              	
                16

              
	
                Section 1.04

              	
                Accounting Terms; GAAP

              	
                17

              
	
                ARTICLE II The Credits

              	
                17

              
	
                Section 2.01

              	
                Commitments; Loans and Borrowings

              	
                17

              
	
                Section 2.02

              	
                Funding of Loans

              	
                18

              
	
                Section 2.03

              	
                Interest Elections

              	
                19

              
	
                Section 2.04

              	
                Termination of Commitments

              	
                20

              
	
                Section 2.05

              	
                Repayment of Loans; Evidence of Debt

              	
                20

              
	
                Section 2.06

              	
                Amortization of Loans

              	
                21

              
	
                Section 2.07

              	
                Prepayment of Loans

              	
                21

              
	
                Section 2.08

              	
                Fees

              	
                22

              
	
                Section 2.09

              	
                Interest

              	
                22

              
	
                Section 2.10

              	
                Alternate Rate of Interest

              	
                23

              
	
                Section 2.11

              	
                Increased Costs

              	
                23

              
	
                Section 2.12

              	
                Break Funding Payments

              	
                24

              
	
                Section 2.13

              	
                Taxes

              	
                25

              
	
                Section 2.14

              	
                Payments Generally; Pro Rata Treatment; Sharing of
      Set-offs

              	
                26

              
	
                Section 2.15

              	
                Mitigation Obligations; Replacement of
      Lenders

              	
                27

              
	
                Section 2.16

              	
                Incremental Loans

              	
                28

              
	
                ARTICLE III Representations and
      Warranties

              	
                29

              
	
                Section 3.01

              	
                Organization; Powers

              	
                29

              
	
                Section 3.02

              	
                Authorization; Enforceability

              	
                29

              
	
                Section 3.03

              	
                Governmental Approvals; No Conflicts

              	
                30

              
	
                Section 3.04

              	
                Financial Condition; No Material Adverse
      Change

              	
                30

              
	
                Section 3.05

              	
                Properties

              	
                30

              
	
                Section 3.06

              	
                Litigation and Environmental Matters

              	
                31

              
	
                Section 3.07

              	
                Compliance with Laws and Agreements

              	
                31

              
	
                Section 3.08

              	
                Investment Company Status

              	
                31

              
	
                Section 3.09

              	
                Taxes

              	
                31

              
	
                Section 3.10

              	
                ERISA

              	
                31

              
	
                Section 3.11

              	
                Disclosure

              	
                32

              
	
                Section 3.12

              	
                No Default

              	
                32

              
	
                Section 3.13

              	
                Federal Regulations

              	
                32

              
	
                Section 3.14

              	
                Labor Matters

              	
                32

              
	
                Section 3.15

              	
                Insurance

              	
                32

              
	
                ARTICLE IV Conditions

              	
                32

              
	
                Section 4.01

              	
                Effectiveness of Commitments

              	
                32

              
	
                Section 4.02

              	
                Each Credit Event

              	
                33

              
	
                ARTICLE V Covenants

              	
                34

              
	
                Section 5.01

              	
                Financial Statements and Other
Information

              	
                34

              
	
                Section 5.02

              	
                Notices of Material Events

              	
                35

              
	
                Section 5.03

              	
                Existence; Conduct of Business

              	
                37

              
	
                Section 5.04

              	
                Payment of Obligations

              	
                37

              
	
                Section 5.05

              	
                Maintenance of Properties; Insurance

              	
                37

              
	
                Section 5.06

              	
                Books and Records; Inspection Rights

              	
                37

              


         

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
 

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            	
                                                                                                                    Section 5.07

                                                                                                                  	
                                                                                                                    Compliance with Laws

                                                                                                                  	
                                                                                                                    37

                                                                                                                  
	
                                                                                                                    Section 5.08

                                                                                                                  	
                                                                                                                    Use of Proceeds

                                                                                                                  	
                                                                                                                    37

                                                                                                                  
	
                                                                                                                    Section 5.09

                                                                                                                  	
                                                                                                                    Environmental Laws

                                                                                                                  	
                                                                                                                    37

                                                                                                                  
	
                                                                                                                    ARTICLE VI Negative Covenants

                                                                                                                  	
                                                                                                                    38

                                                                                                                  
	
                                                                                                                    Section 6.01

                                                                                                                  	
                                                                                                                    Indebtedness

                                                                                                                  	
                                                                                                                    38

                                                                                                                  
	
                                                                                                                    Section 6.02

                                                                                                                  	
                                                                                                                    Liens

                                                                                                                  	
                                                                                                                    38

                                                                                                                  
	
                                                                                                                    Section 6.03

                                                                                                                  	
                                                                                                                    Fundamental Changes

                                                                                                                  	
                                                                                                                    39

                                                                                                                  
	
                                                                                                                    Section 6.04

                                                                                                                  	
                                                                                                                    Swap Agreements

                                                                                                                  	
                                                                                                                    39

                                                                                                                  
	
                                                                                                                    Section 6.05

                                                                                                                  	
                                                                                                                    Restricted Payments

                                                                                                                  	
                                                                                                                    40

                                                                                                                  
	
                                                                                                                    Section 6.06

                                                                                                                  	
                                                                                                                    Transactions with Affiliates

                                                                                                                  	
                                                                                                                    40

                                                                                                                  
	
                                                                                                                    Section 6.07

                                                                                                                  	
                                                                                                                    Disposition of Property

                                                                                                                  	
                                                                                                                    40

                                                                                                                  
	
                                                                                                                    Section 6.08

                                                                                                                  	
                                                                                                                    Payments and Modifications of Certain Debt
      Instruments

                                                                                                                  	
                                                                                                                    41

                                                                                                                  
	
                                                                                                                    Section 6.09

                                                                                                                  	
                                                                                                                    Sales and Leasebacks

                                                                                                                  	
                                                                                                                    41

                                                                                                                  
	
                                                                                                                    Section 6.10

                                                                                                                  	
                                                                                                                    Changes in Fiscal Periods

                                                                                                                  	
                                                                                                                    41

                                                                                                                  
	
                                                                                                                    Section 6.11

                                                                                                                  	
                                                                                                                    Lines of Business

                                                                                                                  	
                                                                                                                    41

                                                                                                                  
	
                                                                                                                    Section 6.12

                                                                                                                  	
                                                                                                                    Financial Covenants

                                                                                                                  	
                                                                                                                    41

                                                                                                                  
	
                                                                                                                    Section 6.13

                                                                                                                  	
                                                                                                                    Acquisitions

                                                                                                                  	
                                                                                                                    41

                                                                                                                  
	
                                                                                                                    ARTICLE VII Events of Default

                                                                                                                  	
                                                                                                                    42

                                                                                                                  
	
                                                                                                                    ARTICLE VIII The Administrative
    Agent

                                                                                                                  	
                                                                                                                    43

                                                                                                                  
	
                                                                                                                    ARTICLE IX  Miscellaneous

                                                                                                                  	
                                                                                                                    45

                                                                                                                  
	
                                                                                                                    Section 9.01

                                                                                                                  	
                                                                                                                    Notices

                                                                                                                  	
                                                                                                                    45

                                                                                                                  
	
                                                                                                                    Section 9.02

                                                                                                                  	
                                                                                                                    Waivers; Amendments

                                                                                                                  	
                                                                                                                    47

                                                                                                                  
	
                                                                                                                    Section 9.03

                                                                                                                  	
                                                                                                                    Expenses; Indemnity; Damage Waiver

                                                                                                                  	
                                                                                                                    47

                                                                                                                  
	
                                                                                                                    Section 9.04

                                                                                                                  	
                                                                                                                    Successors and Assigns

                                                                                                                  	
                                                                                                                    48

                                                                                                                  
	
                                                                                                                    Section 9.05

                                                                                                                  	
                                                                                                                    Survival

                                                                                                                  	
                                                                                                                    51

                                                                                                                  
	
                                                                                                                    Section 9.06

                                                                                                                  	
                                                                                                                    Counterparts; Integration; Effectiveness

                                                                                                                  	
                                                                                                                    51

                                                                                                                  
	
                                                                                                                    Section 9.07

                                                                                                                  	
                                                                                                                    Severability

                                                                                                                  	
                                                                                                                    52

                                                                                                                  
	
                                                                                                                    Section 9.08

                                                                                                                  	
                                                                                                                    Right of Setoff

                                                                                                                  	
                                                                                                                    52

                                                                                                                  
	
                                                                                                                    Section 9.09

                                                                                                                  	
                                                                                                                    Governing Law; Jurisdiction; Consent to Service of
      Process

                                                                                                                  	
                                                                                                                    52

                                                                                                                  
	
                                                                                                                    Section 9.10

                                                                                                                  	
                                                                                                                    WAIVER OF JURY TRIAL

                                                                                                                  	
                                                                                                                    52

                                                                                                                  
	
                                                                                                                    Section 9.11

                                                                                                                  	
                                                                                                                    Headings

                                                                                                                  	
                                                                                                                    53

                                                                                                                  
	
                                                                                                                    Section 9.12

                                                                                                                  	
                                                                                                                    Confidentiality

                                                                                                                  	
                                                                                                                    53

                                                                                                                  
	
                                                                                                                    Section 9.13

                                                                                                                  	
                                                                                                                    Interest Rate Limitation

                                                                                                                  	
                                                                                                                    53

                                                                                                                  
	
                                                                                                                    Section 9.14

                                                                                                                  	
                                                                                                                    USA Patriot Act

                                                                                                                  	
                                                                                                                    54

                                                                                                                  
	
                                                                                                                    Section 9.15

                                                                                                                  	
                                                                                                                    No Advisory or Fiduciary Relationship

                                                                                                                  	
                                                                                                                    54

                                                                                                                  


                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

       

      


      
        
          
            	
                    SCHEDULES

                  	 
      	 
      
	 
      	 
      	 
      
	
                    Schedule
      2.01

                  	
                    -

                  	
                    Commitments

                  
	
                    Schedule
      3.06

                  	
                    -

                  	
                    Disclosed
      Matters

                  
	
                    Schedule
      6.01

                  	
                    -

                  	
                    Existing
      Indebtedness

                  
	
                    Schedule
      6.02

                  	
                    -

                  	
                    Existing
      Liens

                  
	 
      	 
      	 
      
	
                    EXHIBIT

                  	 
      	 
      
	 
      	 
      	 
      
	
                    Exhibit
      A

                  	
                    -

                  	
                    Form
      of Assignment and
Assumption

                  


          

        

      

      


       

       

       

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

      
 

      CREDIT AGREEMENT dated as of
February 13, 2009, among ARCH CHEMICALS, INC., a Virginia corporation
(the “Borrower”), the
LENDERS party hereto, KEYBANK, N.A. and WACHOVIA BANK, N.A., as Co-Documentation
Agents, RBS CITIZENS, N.A., as Syndication Agent, and BANK OF AMERICA, N.A., as
Administrative Agent.

      


      WHEREAS the Borrower has requested that
the Lenders make Loans on the Closing Date (each such term as defined in Article
I) to the Borrower in an aggregate principal amount of $100,000,000, the
proceeds of which are to be used by the Borrower for general corporate purposes;
and

      


      WHEREAS the Lenders have agreed to make
such Loans to the Borrower on the terms and subject to the conditions set forth
herein;

      


      NOW, THEREFORE, the parties hereto
agree as follows:

      


      ARTICLE I

      Definitions

      


              Section
1.01      Defined
Terms.  As used in this Agreement, the following terms have the
meanings specified below:

      


      “ABR” when used in
reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, are bearing interest at a rate determined by
reference to the Alternate Base Rate.

      


      “Accounts Receivable”
means presently existing and hereafter arising or acquired accounts receivable,
notes, drafts, acceptances, general intangibles, choses in action and other
forms of obligations and receivables relating in any way to inventory or arising
from the sale of inventory or the rendering of services or howsoever otherwise
arising, and assets relating thereto, including all collateral securing such
accounts receivable, all contracts and all Guarantees or other obligations in
respect of such accounts receivable, proceeds of such accounts receivable and
all other assets that are customarily transferred or in respect of which
security interests are customarily granted in connection with asset
securitization transactions involving accounts receivable, and including the
right to payment of any interest or finance charges, sales tax, returned checks
or late charges or other obligations with respect thereto and all proceeds of
insurance with respect thereto, and all books, customer lists, ledgers, records
and files (whether written or stored electronically) relating to any of the
foregoing.

      


      “Adjusted LIBO Rate”
means, with respect to any Eurodollar Borrowing, for any Interest Period, an
interest rate per annum equal to (a) the LIBO Rate for such Interest Period
multiplied by (b) the Statutory Reserve Rate.

      


      “Administrative Agent”
means Bank of America, N.A., in its capacity as administrative agent for the
Lenders hereunder.

      


      “Administrative Agent’s
Office” means the Administrative Agent’s address provided in Section 9.01
or such other address as the Administrative Agent may from time to time provide
the Borrower and the Lenders.

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          Table of Contents

        

      

      
 

      “Administrative
Questionnaire” means an Administrative Questionnaire in a form supplied
by the Administrative Agent.

      


      “Affiliate” means,
with respect to a specified Person, another Person that directly, or indirectly
through one or more intermediaries, Controls or is Controlled by or is under
common Control with the Person specified.

      


      “Agents” means the
Administrative Agent, the Co-Documentation Agents and the Syndication
Agent.

      


      “Agreement” means this
Credit Agreement.

      


      “Alternate Base Rate”
means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate
in effect on such day, (b) the Federal Funds Effective Rate in effect on
such day plus .50%, and (c) the LIBO Rate in effect on such day plus
1.00%.  Any change in the Alternate Base Rate due to a change in the
Prime Rate, the Federal Funds Effective Rate or the LIBO Rate shall be effective
from and including the effective date of such change in the Prime Rate, the
Federal Funds Effective Rate or the LIBO Rate, respectively.

      


      “Applicable Rate”
means, for any day, with respect to any ABR Loan or Eurodollar Loan, as the case
may be, the applicable rate per annum set forth below:

      


      
        
          
            
              
                
                  
                    
                      	
                              Consolidated Leverage

                              Ratio

                            	
                              ABR Loans

                            	
                              Eurodollar Loans

                            
	
                              ≥ 3.00
      : 1.00

                            	
                              2.25%

                            	
                              3.25%

                            
	
                              ≥ 2.50
      : 1.00 and < 3.00 : 1.00

                            	
                              2.00%

                            	
                              3.00%

                            
	
                              ≥ 2.00
      : 1.00 and < 2.50 : 1.00

                            	
                              1.75%

                            	
                              2.75%

                            
	
                              ≥ 1.50
      : 1.00 and < 2.00 : 1.00

                            	
                              1.50%

                            	
                              2.50%

                            
	
                              <
      1.50 : 1.00

                            	
                              1.25%

                            	
                              2.25%

                            


                    

                  

                

              

            

          

        

      

      


      provided that, for
purposes of the foregoing, changes in the Applicable Rate resulting from changes
in the Consolidated Leverage Ratio shall become effective on the date on which
financial statements are delivered to the Lenders pursuant to Section 5.01 (but
in any event, not later than the 45th day after the end of each of the first
three quarterly periods of each fiscal year or the 90th day after the end of
each fiscal year, as the case may be) and shall remain in effect until the next
change to be effected pursuant to this paragraph.  If any financial
statements referred to above are not delivered within the time periods specified
above, then, until such financial statements are delivered, the Consolidated
Leverage Ratio as at the end of the fiscal period that would have been covered
thereby shall for the purposes of this definition be deemed to be greater than
or equal to 3.00 to 1.0.  In addition, at any time prior to the
receipt of the first financial statements to be delivered pursuant to Section
5.01(a), the Consolidated Leverage Ratio shall for the purposes of this
definition be deemed to be greater than or equal to 2.00 to 1.0 and less than
2.50 to 1.0, and at all times while an Event of Default shall have occurred and
be continuing, the Consolidated Leverage Ratio shall for the purposes of this
definition be deemed to be greater than or equal to 3.00 to 1.0.  Each
determination of the Consolidated Leverage Ratio pursuant to this pricing grid
shall be made with respect to (or, in the case of Consolidated Total Debt, as at
the end of) the period of four consecutive fiscal quarters of the Borrower
ending at the end of the period covered by the relevant financial
statements.  Notwithstanding anything to the contrary contained in
this definition, the determination of the Applicable Rate for any period shall
be subject to the provisions of Section
2.09(f).

       

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          Table of Contents

        

      

      
 

      “Approved Fund” means
any Person (other than a natural person) that is engaged in making, purchasing,
holding or investing in commercial loans and similar extensions of credit in the
ordinary course and that is administered or managed by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity that
administers or manages a Lender.

      


      “Assignment and
Assumption” means an assignment and assumption entered into by a Lender
and an assignee (with the consent of any party whose consent is required by
Section 9.04), and accepted by the Administrative Agent, in the form of
Exhibit A or any other form approved by the Administrative
Agent.

      


      “Bank of America”
means Bank of America, N.A. and its successors.

      


      “BAS” means Banc of
America Securities LLC, in its capacity as a Joint Lead Arranger and Joint Book
Manager.

      


      “Board” means the
Board of Governors of the Federal Reserve System of the United States of
America.

      


      “Borrower” means Arch
Chemicals, Inc., a Virginia corporation.

      


      “Borrower Materials”
has the meaning assigned to such term in Section 5.01.

      


      “Borrowing” means
Loans made, converted or continued on the same date and, in the case of
Eurodollar Loans, as to which a single Interest Period is in
effect.

      


      “Business Day” means
any day that is not a Saturday, Sunday or other day on which commercial banks in
New York City are authorized or required by law to remain closed; provided that, when
used in connection with a Eurodollar Loan, the term “Business Day” shall
also exclude any day on which banks are not open for dealings in the London
interbank market.

      


      “Capital Lease
Obligations” of any Person means the obligations of such Person to pay
rent or other amounts under any lease of (or other arrangement conveying the
right to use) real or personal property, or a combination thereof, which
obligations are required to be classified and accounted for as capital leases on
a balance sheet of such Person under GAAP, and the amount of such obligations
shall be the capitalized amount thereof determined in accordance with
GAAP.

      


      “Capital Stock” of any
Person means any capital stock or other Equity Interests of such Person,
regardless of class or designation, and all warrants, purchase rights,
conversion or exchange rights, voting rights, calls or claims of any character
with respect thereto.

      


      “Change in Control”
means (a) the acquisition of ownership, directly or indirectly, beneficially or
of record, by any Person or group (within the meaning of the Securities Exchange
Act of 1934 and the rules of the Securities and Exchange Commission thereunder
as in effect on the date hereof), of Equity Interests representing more than 51%
of the aggregate ordinary voting power represented by the issued and outstanding
Equity Interests of the Borrower, or (b) occupation of a majority of the seats
(other than vacant seats) on the board of directors of the Borrower by Persons
who were neither (i) nominated by the board of directors of the Borrower nor
(ii) appointed by directors so nominated.

       

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          Table of Contents

        

      

      
 

      “Change in Law” means
(a) the adoption of any treaty, law, rule or regulation after the date of this
Agreement, (b) any change in any treaty, law, rule or regulation or in the
interpretation or application thereof by any Governmental Authority after the
date of this Agreement, or (c) compliance by any Lender (or, for purposes of
Section 2.11(b), by any lending office of such Lender or by such Lender’s
holding company, if any) with any request, guideline or directive (whether or
not having the force of law) of any Governmental Authority made or issued after
the date of this Agreement.

      


      “Closing Date” means
the date on which the conditions specified in Section 4.01 are satisfied
(or waived in accordance with Section 9.02) and the initial Loans are
made.

      


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

      


      “Co-Documentation
Agents” means the collective reference to KeyBank, N.A. and Wachovia
Bank, N.A., each in its capacity as a documentation agent
hereunder.

      


      “Commitment” means,
with respect to each Lender, the commitment of such Lender to make Loans on the
Closing Date, expressed as an amount representing the maximum aggregate amount
of the Loans to be made by such Lender hereunder.  The amount of each
Lender’s Commitment is set forth on Schedule 2.01.  The aggregate
amount of the Lenders’ Commitments in effect on the Closing Date is
$100,000,000.  Unless the context shall otherwise require, the term
“Commitments” shall also include the Incremental Loan Commitments.

      


      “Consolidated Adjusted Net
Income” means, for any period, Consolidated Net Income for such period
before any cumulative effect of any accounting changes applicable to the
Borrower and its Subsidiaries, plus, without duplication, any extraordinary or
special expenses or losses (including, whether or not otherwise includable as a
separate item in the statement of Consolidated Net Income for such period,
losses on sales of assets outside the ordinary course of business) and minus, to
the extent included in the statement of Consolidated Net Income for such period,
the sum of any extraordinary or special income or gains (including, whether or
not otherwise includable as a separate item in the statement of Consolidated Net
Income for such period, gains on the sale of assets outside the ordinary course
of business) all on a consolidated basis.

      


      “Consolidated EBITDA”
means, for any period, Consolidated Net Income for such period plus, without
duplication and to the extent reflected as a charge in the statement of such
Consolidated Net Income for such period, the sum of (a) income tax expense, (b)
interest expense, amortization or write-off of debt discount with respect to
Indebtedness (including the Loans), (c) depreciation and amortization expense,
(d) amortization of intangibles (including, but not limited to, goodwill) and
organization costs, (e) any extraordinary or special expenses or losses
(including, whether or not otherwise includable as a separate item in the
statement of such Consolidated Net Income for such period, losses on sales of
assets outside of the ordinary course of business), and (f) any other non-cash
charges, and minus, to the extent included in the statement of such Consolidated
Net Income for such period, the sum of (a) interest income, (b) any
extraordinary income or gains (including, whether or not otherwise includable as
a separate item in the statement of such Consolidated Net Income for such
period, gains on the sales of assets outside of the ordinary course of business)
and (c) any other non-cash income, all as determined on a consolidated
basis.  For the purposes of calculating Consolidated EBITDA for any
Reference Period pursuant to any determination of the Consolidated Leverage
Ratio or Consolidated Interest Coverage Ratio, if during such Reference Period
the Borrower or any Subsidiary shall have made a Permitted Acquisition or
Disposition, Consolidated EBITDA for such Reference Period shall be calculated
after giving pro forma effect thereto and any Indebtedness incurred, assumed,
repaid or refinanced (by either the Borrower or any transferee) originally in
connection with any Permitted Acquisition or Disposition as if such Permitted
Acquisition or Disposition occurred and such Indebtedness had been incurred,
assumed, repaid or refinanced on the first day of such Reference
Period.

       

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          Table of Contents

        

      

      
 

      “Consolidated Interest
Coverage Ratio” means for any period, the ratio of (a) Consolidated
EBITDA for such period to (b) Consolidated Interest Expense for such period;
provided that
interest on an aggregate principal amount of the Louisiana IDB not to exceed
$1,000,000 shall for all purposes of calculating the Consolidated Interest
Coverage Ratio be excluded from Consolidated Interest Expense.

      


      “Consolidated Interest
Expense” means, for any period, total interest expense (including that
attributable to capitalized lease obligations) of the Borrower and its
Subsidiaries for such period with respect to all outstanding Indebtedness of the
Borrower and its Subsidiaries (including all commission, discounts and other
fees and charges owed with respect to letters of credit and bankers’ acceptance
financing and net costs under Swap Agreements in respect of such Indebtedness to
the extent such net costs are allocable to such period in accordance with
GAAP).  For the purposes of calculating Consolidated Interest Expense
for any Reference Period pursuant to any determination of the Consolidated
Interest Coverage Ratio, if during such Reference Period the Borrower or any
Subsidiary shall have made a Permitted Acquisition or Disposition, Consolidated
Interest Expense for such Reference Period shall be calculated after giving pro
forma effect thereto and any Indebtedness incurred, assumed, repaid or
refinanced (by either the Borrower or any transferee) originally in connection
therewith as if such Permitted Acquisition or Disposition occurred and such
Indebtedness had been incurred,  assumed, repaid or refinanced on the
first day of such Reference Period.

      


      “Consolidated Leverage
Ratio” means, as at the last day of any period, the ratio of (a)
Consolidated Total Debt on such day to (b) Consolidated EBITDA for such
period.

      


      “Consolidated Net
Income” means, for any period, the consolidated net income (or loss) of
the Borrower and its Subsidiaries, determined on a consolidated basis in
accordance with GAAP; provided that there
shall be excluded (a) the income (or deficit) of any Person accrued prior to the
date it becomes a Subsidiary of the Borrower or is merged into or consolidated
with the Borrower or any of its Subsidiaries, (b) the income (or deficit) of any
Person (other than a Subsidiary of the Borrower) in which the Borrower or any of
its Subsidiaries has an ownership interest, except to the extent that any such
income is actually received by the Borrower or such Subsidiary in the form of
dividends or similar distributions and (c) the undistributed earnings of any
Subsidiary of the Borrower to the extent that the declaration or payment of
dividends or similar distributions by such Subsidiary is not at the time
permitted by the terms of any Contractual Obligation (other than under any Loan
Document) or any law applicable to such Subsidiary.

      


      “Consolidated Total
Debt” means, at any date, the aggregate principal amount of all
Indebtedness of the Borrower and its Subsidiaries at such date that would appear
as debt on a balance sheet of the Borrower and its Subsidiaries (excluding items
appearing only in the footnotes therein), determined on a consolidated basis in
accordance with GAAP.

      


      “Contractual
Obligation” means, as to any Person, any provision of any security issued
by such Person or of any agreement, instrument or other undertaking to which
such Person is a party or by which it or any of its property is
bound.

       

       

      
        
          
          

        

        
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      “Control” means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ability
to exercise voting power, by contract or otherwise.  “Controlling” and
“Controlled” have meanings correlative thereto.

      


      “Credit Events” means
the execution, delivery and performance by the Borrower of this Agreement, the
borrowing of Loans and the use of the proceeds thereof.

      


      “Default” means any
event or condition which constitutes an Event of Default or which upon notice,
lapse of time or both would, unless cured or waived, become an Event of
Default.

      


      “Defaulting Lender”
means any Lender that (a) has failed to fund any portion of the Loans required
to be funded by it hereunder within one Business Day of the date required to be
funded by it hereunder, (b) has otherwise failed to pay over to the
Administrative Agent or any other Lender any other amount required to be paid by
it hereunder within one Business Day of the date when due, unless the subject of
a good faith dispute, or (c) (i) becomes or is insolvent or has a parent company
that has become or is insolvent or (ii) becomes the subject of a bankruptcy or
insolvency proceeding, or has had a receiver, interim receiver, receiver and
manager, administrator, liquidator, conservator, trustee or custodian appointed
for it, or has taken any action in furtherance of, or indicating its consent to,
approval of or acquiescence in any such proceeding or appointment or has a
parent company that has become the subject of a bankruptcy or insolvency
proceeding, or has had a receiver, interim receiver, receiver and manager,
administrator, liquidator, conservator, trustee or custodian appointed for it,
or has taken any action in furtherance of, or indicating its consent to,
approval of or acquiescence in any such proceeding or appointment.

      


      “Disclosed Matters”
means the actions, suits and proceedings and the environmental matters disclosed
in Schedule 3.06.

      


      “Disposition” means,
with respect to any property, any sale, lease, sale and leaseback, assignment,
conveyance, transfer or other disposition thereof.  The terms
“Dispose” and “Disposed of” shall have correlative meanings.

      


      “Dollars” or “dollars” or “$” refers to lawful
money of the United States of America.

      


      “Environmental Claim”
means any notice of violation, claim, suit, demand, abatement order or other
order or direction (conditional or otherwise) by any Governmental Authority or
any Person for any damage, including personal injury (including sickness,
disease or death), tangible or intangible property damage, contribution,
indemnity, indirect or consequential damages, damage to the environment,
nuisance, pollution, contamination or other adverse effects on the environment,
human health, or natural resources, or for fines, penalties, restrictions or
injunctive relief resulting from or based upon (a) the occurrence or existence
of a Release or substantial threat of a material Release (whether sudden or
non-sudden or accidental or non-accidental) of, or exposure to, any Hazardous
Materials in, into or onto the environment at, in, by, from or related to any
real estate owned, leased or operated at any time by Borrower or any of its
Subsidiaries (the “Premises”), (b) the
use, handling, generation, transportation, storage, treatment or disposal of
Hazardous Materials in connection with the operation of any Premises, or (c) the
violation, or alleged violation, of any Environmental Law connected with
Borrower’s operations or any Premises.

       

       

       

      
        
          
          

        

        
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      “Environmental Laws”
means all laws, rules, regulations, codes, ordinances, orders, decrees,
judgments, injunctions, notices or binding agreements issued, promulgated or
entered into by any Governmental Authority, relating in any way to the
environment, preservation or reclamation of natural resources, the management,
Release or threatened Release of any Hazardous Material or to health and safety
matters.

      


      “Environmental
Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or
indemnities), of the Borrower or any Subsidiary directly or indirectly resulting
from or based upon (a) violation of any Environmental Law, (b) the
generation, use, handling, transportation, storage, treatment or disposal of any
Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the
Release or threatened Release of any Hazardous Materials into the environment,
or (e) any contract, agreement or other consensual arrangement pursuant to which
liability is assumed or imposed with respect to any of the
foregoing.

      


      “Environmental Lien”
means a Lien in favor of any Governmental Authority for (a) any liability under
Environmental Laws, or (b) damages arising from, or costs incurred by such
Governmental Authority in response to, a Release or threatened Release of
Hazardous Materials into the environment.

      


      “Environmental
Permits” means all permits, licenses, certificates, registrations and
approvals of Governmental Authorities required by Environmental Laws and
necessary for the business of Borrower or a Subsidiary of Borrower.

      


      “Equity Interests”
means shares of capital stock, partnership interests, membership interests in a
limited liability company, beneficial interests in a trust or other equity
ownership interests in a Person, and any warrants, options or other rights
entitling the holder thereof to purchase or acquire any such equity
interest.

      


      “ERISA” means the
Employee Retirement Income Security Act of 1974, as amended from time to
time.

      


      “ERISA Affiliate”
means any trade or business (whether or not incorporated) that, together with
the Borrower, is treated as a single employer under Section 414(b) or (c)
of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of
the Code, is treated as a single employer under Section 414 of the
Code.

      


      “ERISA Event” means
(a) any “reportable event”, as
defined in Section 4043 of ERISA or the regulations issued thereunder with
respect to a Plan (other than an event for which the 30-day notice period is
waived), (b) a failure by any Plan to meet the minimum funding standards
(as defined in Section 412 of the Code or Section 302 of ERISA)
applicable to such Plan, in each instance, whether or not waived, (c) the
filing pursuant to Section 412(c) of the Code or Section 302(c) of
ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan, (d) the incurrence by the Borrower or any of its ERISA
Affiliates of any liability under Title IV of ERISA with respect to the
termination of any Plan, (e) the receipt by the Borrower or any ERISA
Affiliate from the PBGC or a plan administrator of any notice relating to an
intention to terminate any Plan or Plans or to appoint a trustee to administer
any Plan, (f) the incurrence by the Borrower or any of its ERISA Affiliates of
any liability with respect to the withdrawal or partial withdrawal from any Plan
or Multiemployer Plan, or (g) the receipt by the Borrower or any ERISA
Affiliate of any notice, or the receipt by any Multiemployer Plan from the
Borrower or any ERISA Affiliate of any notice, concerning the imposition of
Withdrawal Liability or a determination that a Multiemployer Plan is, or is
expected to be, insolvent or in reorganization, within the meaning of
Title IV of ERISA.

       

       

       

      
        
          
          

        

        
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      “Eurodollar”, when
used in reference to any Loan or Borrowing, refers to whether such Loan, or the
Loans comprising such Borrowing, are bearing interest at a rate determined by
reference to the Adjusted LIBO Rate.

      


      “Event of Default” has
the meaning assigned to such term in Article VII.

      


      “Excluded Taxes”
means, with respect to the Administrative Agent, any Lender or any other
recipient of any payment to be made by or on account of any obligation of the
Borrower hereunder, (a) income or franchise taxes imposed on (or measured by)
its net income by the United States of America, or by the jurisdiction under the
laws of which such recipient is organized or in which its principal office is
located or, in the case of any Lender, in which its applicable lending office is
located, (b) any branch profits taxes imposed by the United States of America or
any similar tax imposed by any other jurisdiction in which the Borrower is
located and (c) in the case of a Foreign Lender (other than an assignee pursuant
to a request by the Borrower under Section 2.15(b)), any withholding tax that is
imposed on amounts payable to such Foreign Lender at the time such Foreign
Lender becomes a party to this Agreement (or designates a new lending office) or
is attributable to such Foreign Lender’s failure to comply with Section 2.13(e),
except to the extent that such Foreign Lender (or its assignor, if any) was
entitled, at the time of designation of a new lending office (or assignment), to
receive additional amounts from the Borrower with respect to such withholding
tax pursuant to Section 2.13(a).

      


      “Federal Funds Effective
Rate” means, for any day, the weighted average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers, as published on the next succeeding Business Day by the Federal
Reserve Bank of New York; provided that (a) if
such day is not a Business Day, the Federal Funds Effective Rate for such day
shall be such rate on such transactions on the immediately preceding Business
Day as so published on the next succeeding Business Day and (b) if such rate is
not so published for any day that is a Business Day, the average (rounded
upwards, if necessary, to the next 1/100 of 1%) rate charged to the
Administrative Agent on such day on such transactions as determined by the
Administrative Agent.

      


      “Financial Officer”
means the chief financial officer, principal accounting officer, treasurer or
controller of the Borrower.

      


      “Foreign Lender” means
any Lender that is organized under the laws of a jurisdiction other than that in
which the Borrower is located.  For purposes of this definition, the
United States of America, each State thereof and the District of Columbia shall
be deemed to constitute a single jurisdiction.

      


      “GAAP” means generally
accepted accounting principles in the United States of America.

      


      “Governmental
Authority” means the government of the United States of America or any
other nation or any political subdivision thereof, whether state or local, and
any agency, authority, instrumentality, regulatory body, court, central bank or
other entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.

       

       

       

      
        
          
          

        

        
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      “Guarantee” of or by
any Person (the “guarantor”) means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness or other obligation of any
other Person (the “primary obligor”) in
any manner, whether directly or indirectly, and including any obligation of the
guarantor, direct or indirect, (a) to purchase or pay (or advance or supply
funds for the purchase or payment of) such Indebtedness or other obligation or
to purchase (or to advance or supply funds for the purchase of) any security for
the payment thereof, (b) to purchase or lease property, securities or
services for the purpose of assuring the owner of such Indebtedness or other
obligation of the payment thereof, (c) to maintain working capital, equity
capital or any other financial statement condition or liquidity of the primary
obligor so as to enable the primary obligor to pay such Indebtedness or other
obligation, or (d) as an account party in respect of any letter of credit or
letter of guaranty issued to support such Indebtedness or obligation; provided that the
term Guarantee shall not include endorsements for collection or deposit in the
ordinary course of business.

      


      “Hazardous Materials”
means all explosive or radioactive substances or wastes and all hazardous or
toxic substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or asbestos containing materials, polychlorinated
biphenyls, radon gas, infectious or medical wastes and all other substances or
wastes of any nature, in each case to the extent regulated pursuant to any
Environmental Law.

      


      “Incremental Lender”
shall mean a Lender with an Incremental Loan Commitment or an outstanding
Incremental Loan.

      


      “Incremental Loan
Amount” shall mean, at any time, the excess, if any, of
(a) $125,000,000 over (b) the aggregate outstanding principal amount
of the Loans advanced on the Closing Date.

      


      “Incremental Loan Assumption
Agreement” shall mean an Incremental Loan Assumption Agreement among, and
in form and substance reasonably satisfactory to, the Borrower, the
Administrative Agent and one or more Incremental Lenders.

      


      “Incremental Loan
Commitment” shall mean the commitment of any Lender, established pursuant
to Section 2.16, to make Incremental Loans to the Borrower.

      


      “Incremental Loans”
shall mean Loans made by one or more Lenders to the Borrower pursuant to
Section 2.01(b).

      


      “Indebtedness” of any
Person means, without duplication, (a) all obligations of such Person for
borrowed money or with respect to deposits or advances of any kind, (b) all
obligations of such Person evidenced by bonds, debentures, notes or similar
instruments, (c) all obligations of such Person upon which interest charges are
customarily paid, (d) all obligations of such Person under conditional sale
or other title retention agreements relating to property acquired by such
Person, (e) all obligations of such Person in respect of the deferred
purchase price of property or services (excluding accounts payable incurred in
the ordinary course of business), (f) all Indebtedness of others secured by
(or for which the holder of such Indebtedness has an existing right, contingent
or otherwise, to be secured by) any Lien on property owned or acquired by such
Person, whether or not the Indebtedness secured thereby has been assumed,
(g) all Guarantees by such Person of Indebtedness of others, (h) all
Capital Lease Obligations of such Person, (i) all obligations, contingent
or otherwise, of such Person as an account party in respect of letters of credit
and letters of guaranty and (j) all obligations, contingent or otherwise, of
such Person in respect of bankers’ acceptances.  The Indebtedness of
any Person shall include the Indebtedness of any other entity (including any
partnership in which such Person is a general partner) to the extent such Person
is liable therefor as a result of such Person’s ownership interest in or other
relationship with such entity, except to the extent the terms of such
Indebtedness provide that such Person is not liable therefor.

       

       

       

      
        
          
          

        

        
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      “Indemnified Taxes”
means Taxes other than Excluded Taxes.

      


      “Information
Memorandum” means the Confidential Information Memorandum dated January
22, 2009 relating to the Borrower and the Transactions.

      


      “Interest Election
Request” has the meaning specified in Section 2.03.

      


      “Interest Payment
Date” means (a) with respect to any ABR Loan, the last Business Day
of each March, June, September and December, and (b) with respect to any
Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing
of which such Loan is a part and, in the case of a Eurodollar Borrowing with an
Interest Period of more than three months’ duration, each day prior to the last
day of such Interest Period that occurs at intervals of three months’ duration
after the first day of such Interest Period.

      


      “Interest Period”
means, with respect to any Eurodollar Borrowing, the period commencing on the
date of such Borrowing and ending on the numerically corresponding day in the
calendar month that is one, two, three or six months thereafter, as the Borrower
may elect; provided that (i) if
any Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless such next
succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the immediately preceding Business Day and
(ii) any Interest Period that commences on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the
last calendar month of such Interest Period) shall end on the last Business Day
of the last calendar month of such Interest Period.  For purposes
hereof, the date of a Borrowing initially shall be the date on which such
Borrowing is made and thereafter shall be the effective date of the most recent
conversion or continuation of such Borrowing.

      


      “Joint Book Managers”
means Banc of America Securities LLC and Greenwich Capital Markets, Inc.
collectively.

      


      “Joint Lead Arrangers”
means Banc of America Securities LLC and Greenwich Capital Markets, Inc.
collectively.

      


      “Lenders” means the
Persons listed on Schedule 2.01 and any other Person that shall have become
a party hereto pursuant to an Assignment and Assumption or an Incremental Loan
Assumption Agreement, other than any such Person that ceases to be a party
hereto pursuant to an Assignment and Assumption.  Unless the context
shall otherwise require, the term “Lenders” shall include any Incremental
Lenders.

      


      “LIBO Rate” means, (a)
with respect to any Eurodollar Borrowing for any Interest Period, the rate
appearing on Reuters BBA Libor Rates Page 3750 (or on any successor or
substitute page of such service, or any successor to or substitute for such
service, providing rate quotations comparable to those currently provided on
such page of such service, as determined by the Administrative Agent from time
to time for purposes of providing quotations of interest rates applicable to
deposits in dollars in the London interbank market) at approximately 11:00 a.m.,
London time, two Business Days prior to the commencement of such Interest
Period, as the rate for deposits in dollars with a maturity comparable to such
Interest Period; provided that in the event that such rate is not available at
such time for any reason, then the “LIBO Rate” with
respect to such Eurodollar Borrowing for such Interest Period shall be the rate
at which dollar deposits in the amount of $5,000,000 for a maturity comparable
to such Interest Period are offered by the Administrative Agent’s London branch
to major banks in immediately available funds in the London interbank market at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, and (b) with respect to any ABR Borrowing,
the rate appearing on Reuters BBA Libor Rates Page 3750 (or on any successor or
substitute page of such service, or any successor to or substitute for such
service, providing rate quotations comparable to those currently provided on
such page of such service, as determined by the Administrative Agent from time
to time for purposes of providing quotations of interest rates applicable to
dollars in the London interbank market) at approximately 11:00 a.m., London
time, on the date of determination for deposits in dollars with a term
commencing on such date equivalent to one month; provided that in the
event that such rate is not available at any time for any reason, then the
“LIBO Rate”
with respect to such ABR Borrowing shall be the rate per annum determined by the
Administrative Agent to be the rate at which dollar deposits for delivery on the
date of determination in immediately available funds in the amount of $5,000,000
and with a term commencing on such date equivalent to one month would be offered
by the Administrative Agent’s London branch to major banks in the London
interbank eurodollar market at their request at approximately 11:00 a.m., London
time, on the date of determination.

       

       

       

      
        
          
          

        

        
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      “Lien” means, with
respect to any asset, (a) any mortgage, deed of trust, lien, pledge,
hypothecation, encumbrance, charge or security interest in, on or of such asset,
(b) the interest of a vendor or a lessor under any conditional sale
agreement, capital lease or title retention agreement (or any financing lease
having substantially the same economic effect as any of the foregoing) relating
to such asset and (c) in the case of securities, any purchase option, call
or similar right of a third party with respect to such securities.

      


      “Loan Documents”
means, collectively, this Agreement and all other agreements, instruments and
documents executed in connection herewith and therewith, including any
Incremental Loan Assumption Agreement, in each case as the same may be amended,
restated, modified or otherwise supplemented from time to time.

      


      “Loans” means the
loans made by the Lenders to the Borrower pursuant to this
Agreement.  Unless the context shall otherwise require, the term
“Loans” shall include any Incremental Loans.

      


      “Louisiana IDB” means
the Industrial Development Board of the Parish of Calcasieu, Inc. (Louisiana) 6%
Industrial Development Revenue Bonds (Olin Corporation Project) due March 1,
2008.

      


      “Material Adverse
Effect” means a material adverse effect on (a) the business, assets,
operations, property or financial condition of the Borrower and its Subsidiaries
taken as a whole or (b) the validity or enforceability of any of the Loan
Documents or the rights or remedies of the Lenders or the Administrative Agent
thereunder.

      


      “Material
Indebtedness” means Indebtedness (other than the Loans), or obligations
in respect of one or more Swap Agreements, of any one or more of the Borrower
and its Subsidiaries in an aggregate principal amount exceeding
$10,000,000.  For purposes of determining Material Indebtedness, the
“principal amount” of the obligations of the Borrower or any Subsidiary in
respect of any Swap Agreement at any time shall be the maximum aggregate amount
(giving effect to any netting agreements) that the Borrower or such Subsidiary
would be required to pay if such Swap Agreement were terminated at such
time.

       

       

       

      
        
          
          

        

        
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      “Maturity Date” means
June 15, 2011.

      


      “Multiemployer Plan”
means a multiemployer plan as defined in Section 3(37) of ERISA.

      


      “Net Proceeds” means
the gross proceeds received by or on behalf of the Borrower or any of its
Subsidiaries in respect of any Prepayment Event, less the sum of, without
duplication, (i) all taxes (other than income taxes) payable by the Borrower or
any of its Subsidiaries in connection with such Prepayment Event and the
Borrower’s good faith estimate of income taxes payable in connection therewith,
(ii) the amount of any reserves established in accordance with GAAP against any
liabilities associated with the asset Disposed of; provided that any
subsequent reduction in such reserves (other than in connection with the payment
of any such liability) shall be deemed to be Net Proceeds of a Prepayment Event
occurring on the date of such reduction, (iii) the amount of any Indebtedness
secured by the asset Disposed of and required to be, and in fact, repaid with
the proceeds of such Disposition and (iv) reasonable and customary fees,
commissions and expenses and other costs paid by the Borrower or any of its
Subsidiaries in connection with such Disposition.

      


      “Non-Consenting
Lender” has the meaning set forth in Section 2.15.

      


      “Olin” means the Olin
Corporation, a Virginia corporation.

      


      “Other Taxes” means
any and all present or future stamp or documentary taxes or any other excise or
property taxes, charges or similar levies arising from any payment made
hereunder or from the execution, delivery or enforcement of, or otherwise with
respect to, this Agreement.

      


      “PBGC” means the
Pension Benefit Guaranty Corporation referred to and defined in ERISA and any
successor entity performing similar functions.

      


      “Permitted Accounts
Receivable Securitization” means one or more receivables financing
programs providing for (i) the sale or contribution of Accounts Receivable by
the Borrower or its Subsidiaries to a Receivables Subsidiary in a transaction or
series of transactions purporting to be sales (and treated as sales for GAAP
purposes), and (ii) the sale, transfer, conveyance, lien or pledge of, or
granting a security interest in, such Accounts Receivables by such Receivables
Subsidiary to any other Person, in each case, without recourse for credit
defaults to the Borrower and its Subsidiaries (other than the Receivables
Subsidiaries).

      


      “Permitted
Acquisition” means any acquisition by the Borrower or any of its
Subsidiaries of all of the capital stock of, or all or a substantial part of the
assets of, or of a business unit (including a complete product line) or division
of, any Person; provided that (a) the
Borrower shall be in compliance, on a pro forma basis after giving effect to
such acquisition, with the covenants contained in Section 6.12, in each case
recomputed as at the last day of the most recently ended Reference Period of the
Borrower for which the relevant information is available as if such acquisition
had occurred on the first day of each relevant period for testing such
compliance, (b) no Default or Event of Default shall have occurred and be
continuing, or would occur after giving effect to such acquisition, (c)
substantially all of such property acquired shall constitute assets of the type
historically used in the business conducted by the Borrower on the date hereof
or reasonable extensions thereof, and (d) any such acquisition for consideration
in excess of $10,000,000 shall have been approved by the board of directors or
comparable governing body of the relevant Person.

       

       

       

      
        
          
          

        

        
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      “Permitted
Encumbrances” means:

      


      (a) Liens imposed by law for taxes that
are not yet due or are being contested in compliance with
Section 5.04;

      


      (b) carriers’, warehousemen’s,
mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law,
arising in the ordinary course of business and securing obligations that are not
overdue by more than 30 days or are being contested in compliance with Section
5.04;

      


      (c) pledges and deposits made in the
ordinary course of business in compliance with workers’ compensation,
unemployment insurance and other social security laws or
regulations;

      


      (d) deposits to secure the performance
of bids, trade contracts, leases, statutory obligations, surety and appeal
bonds, performance bonds and other obligations of a like nature, and to secure
letters of credit in respect thereof, in each case in the ordinary course of
business;

      


      (e) judgment liens in respect of
judgments that do not constitute an Event of Default under clause (k) of Article
VII;

      


      (f) easements, zoning restrictions,
rights-of-way and similar encumbrances on real property imposed by law or
arising in the ordinary course of business that do not secure any monetary
obligations and do not materially detract from the value of the affected
property or interfere with the ordinary conduct of business of the Borrower or
any Subsidiary; and

      


      (g) leases, licenses and similar rights
and obligations granted or incurred in connection with the assets of the
Borrower or any of its Subsidiaries in the ordinary course of
business;

      


      provided that the
term “Permitted Encumbrances” shall not include any Lien securing
Indebtedness.

      


      “Person” means any
natural person, corporation, limited liability company, trust, joint venture,
association, company, partnership, Governmental Authority or other
entity.

      


      “Plan” means any
employee pension benefit plan (other than a Multiemployer Plan) subject to the
provisions of Title IV of ERISA or Section 412 of the Code or
Section 302 of ERISA, and in respect of which the Borrower or any ERISA
Affiliate is (or, if such plan were terminated, would under Section 4069 of
ERISA be deemed to be) an “employer” as defined in Section 3(5) of
ERISA.

      


      “Platform” has the
meaning set forth in Section 5.01.

      


      “Prepayment Event”
means, in any fiscal year of the Borrower, any Disposition by the Borrower or
any of its Subsidiaries of any assets pursuant to Section 6.07(f) the fair
market value of which singly, or when aggregated with all such Dispositions by
the Borrower of any of its Subsidiaries during such fiscal year, exceeds
$50,000,000, but only to the extent that the Net Proceeds thereof in excess of
$50,000,000 are not used within 365 days of the relevant Disposition to (i)
acquire assets related to those businesses in which the Borrower and its
Subsidiaries are engaged on the date of this Agreement or that are reasonably
related thereto or (ii) repay, at the Borrower’s option, either the Loans
hereunder or loans under the Revolving Credit Agreement.

       

       

       

      
        
          
          

        

        
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      “Prime Rate” means the
rate of interest per annum publicly announced by Bank of America from time to
time as its “prime rate”.  The prime rate is based upon various
factors including Bank of America’s costs and desired return, general economic
conditions and other factors and is used as a reference point for pricing some
loans, which may be priced at, above or below such announced
rate.  Each change in the Prime Rate shall be effective from and
including the date such change is publicly announced as being
effective.

      


      “Receivables
Subsidiary” means any special purpose, bankruptcy remote wholly-owned
subsidiary of the Borrower formed for the sole and exclusive purpose of engaging
in activities in connection with the financing of Accounts Receivable in
connection with and pursuant to a Permitted Accounts Receivable
Securitization.

      


      “Reference Period”
means any period of four consecutive fiscal quarters.

      


      “Register” has the
meaning set forth in Section 9.04.

      


      “Regulations” means
all Regulations of the Board as in effect from time to time.

      


      “Regulation U” means
Regulation U of the Board as in effect from time to time.

      


      “Regulation X” means
Regulation X of the Board as in effect from time to time.

      


      “Related Parties”
means, with respect to any specified Person, such Person’s Affiliates and the
respective directors, officers, employees, agents and advisors of such Person
and such Person’s Affiliates.

      


      “Release” means a
release, spill, emission, leaking, pumping, pouring, emptying, dumping,
injection, deposit, disposal, discharge, dispersal, escape, leaching, or
migration into the indoor or outdoor environment or into or out of any property
of Borrower or its Subsidiaries, or at any other location to which Borrower or
any Subsidiary has transported or arranged for the transportation of any
Hazardous Materials, including the movement of Hazardous Materials through or in
the air, soil, surface water, groundwater or property of Borrower or its
Subsidiaries or at any other location, including any location to which Borrower
or any Subsidiary has transported or arranged for the transportation of any
Hazardous Materials.

      


      “Remedial Action”
means actions required to (a) clean up, remove, treat or in any other way
address Hazardous Materials in the indoor or outdoor environment, (b) prevent or
minimize the Release or substantial threat of a material Release of Hazardous
Materials so they do not migrate or endanger or threaten to endanger public
health or welfare or the indoor or outdoor environment, or (c) perform
pre-remedial or post-remedial studies and investigations and post-remedial
monitoring and care.

      


      “Repayment Date” has
the meaning set forth in Section 2.06(a); provided, however, if any
Repayment Date shall fall on a day that is not a Business Day, such Repayment
Date shall be the immediately preceding Business Day.

       

       

       

      
        
          
          

        

        
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      “Required Lenders”
means, at any time, Lenders having Loans and Commitments representing at least a
majority in aggregate principal amount of the sum of the total Loans and
Commitments outstanding at such time.  The outstanding Loans held or
deemed held by any Defaulting Lender shall be excluded for purposes of making a
determination of Required Lenders.

      


      “Responsible Officer”
means the chief executive officer, president, any vice-president or any
Financial Officer of the Borrower.

      


      “Restricted Payment”
means any dividend or other distribution (whether in cash, securities or other
property) with respect to any Equity Interests of the Borrower or any
Subsidiary, or any payment (whether in cash, securities or other property),
including any sinking fund or similar deposit, on account of the purchase,
redemption, retirement, acquisition, cancellation or termination of any such
Equity Interests of the Borrower or any option, warrant or other right to
acquire any such Equity Interests of the Borrower.

      


      “Revolving Credit
Agreement” means the Revolving Credit Agreement dated as of June 15,
2006, among the Borrower, the lenders party thereto and JPMorgan Chase Bank,
N.A., as administrative agent, as such agreement may be replaced, refinanced or
amended.

      


      “SEC Filings” means
the Borrower’s annual report on Form 10-K for the year ended December 31, 2007
and its quarterly reports on Form 10-Q for the quarters ended March 31,
2008, June 30, 2008 and September 30, 2008.

      


      “Spin Off” means the
transfer of substantially all of the specialty chemical businesses of Olin and
its Subsidiaries to the Borrower and the “Distribution”, substantially in the
manner described in the Form 10-K filed with the Securities and Exchange
Commission on January 21, 1999.

      


      “Statutory Reserve
Rate” means a fraction (expressed as a decimal), the numerator of which
is the number one and the denominator of which is the number one minus the
aggregate of the maximum reserve percentages (including any marginal, special,
emergency or supplemental reserves) expressed as a decimal established by the
Board to which the Administrative Agent is subject for eurocurrency funding
(currently referred to as “Eurocurrency Liabilities” in Regulation D of the
Board).  Such reserve percentages shall include those imposed pursuant
to such Regulation D.  Eurodollar Loans shall be deemed to
constitute Eurocurrency funding and to be subject to such reserve requirements
without benefit of or credit for proration, exemptions or offsets that may be
available from time to time to any Lender under such Regulation D or any
comparable regulation.  The Statutory Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in any reserve
percentage.

      


      “Subordinated
Indebtedness” means all Indebtedness of the Borrower for money borrowed
of which all payments thereunder are subordinate and junior in right of payment
to the prior payment in full in cash of all obligations now or hereafter
existing under this Agreement.

      


      “subsidiary” means,
with respect to any Person (the “parent”) at any date,
any corporation, limited liability company, partnership, association or other
entity the accounts of which would be consolidated with those of the parent in
the parent’s consolidated financial statements if such financial statements were
prepared in accordance with GAAP as of such date, as well as any other
corporation, limited liability company, partnership, association or other entity
of which securities or other ownership interests representing more than 50% of
the equity or more than 50% of the ordinary voting power or, in the case of a
partnership, more than 50% of the general partnership interests are, as of such
date, owned, controlled or held by the parent or one or more subsidiaries of the
parent or by the parent and one or more subsidiaries of the parent.

       

       

       

      
        
          
          

        

        
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      “Subsidiary” means any
subsidiary of the Borrower.

      


      “Swap Agreement” means
any agreement with respect to any swap, forward, future or derivative
transaction or option or similar agreement involving, or settled by reference
to, one or more rates, currencies, commodities, equity or debt instruments or
securities, or economic, financial or pricing indices or measures of economic,
financial or pricing risk or value or any similar transaction or any combination
of these transactions; provided that no
stock option, benefit, incentive, phantom stock or similar plan providing for
payments only on account of services provided by current or former directors,
officers, employees or consultants of the Borrower or the Subsidiaries or, in
connection with the Spin Off, employees or former employees of Olin shall be a
Swap Agreement.

      


      “Syndication Agent”
means RBS Citizens, N.A.

      


      “Taxes” means any and
all present or future taxes, levies, imposts, duties, deductions, charges or
withholdings imposed by any Governmental Authority.

      


      “Transactions” means
the Credit Events.

      


      “Type”, when used in
reference to any Loan or Borrowing, refers to whether the rate of interest on
such Loan, or on the Loans comprising such Borrowing, is determined by reference
to the Adjusted LIBO Rate or the Alternate Base Rate.

      


      “Withdrawal Liability”
means liability to a Multiemployer Plan as a result of a complete or partial
withdrawal from such Multiemployer Plan, as such terms are defined in Part I of
Subtitle E of Title IV of ERISA.

      


                     
Section
1.02      Classification
of Loans and Borrowings.  For purposes of this Agreement, Loans
may be classified and referred to by Type (e.g., a “Eurodollar
Loan”).

      


              Section 1.03
    Terms
Generally.  The definitions of terms herein shall apply equally
to the singular and plural forms of the terms defined.  Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms.  The words “include”, “includes” and
“including” shall be deemed to be followed by the phrase “without
limitation”.  The word “will” shall be construed to have the same
meaning and effect as the word “shall”.  Unless the context requires
otherwise (a) any definition of or reference to any agreement, instrument or
other document herein shall be construed as referring to such agreement,
instrument or other document as from time to time amended, supplemented or
otherwise modified (subject to any restrictions on such amendments, supplements
or modifications set forth herein), (b) any reference herein to any Person shall
be construed to include such Person’s successors and assigns, (c) the words
“herein”, “hereof” and “hereunder”, and words of similar import, shall be
construed to refer to this Agreement in its entirety and not to any particular
provision hereof, (d) all references herein to Articles, Sections, Exhibits and
Schedules shall be construed to refer to Articles and Sections of, and Exhibits
and Schedules to, this Agreement, and (e) the words “asset” and “property” shall
be construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.

       

       

       

      
        
          
          

        

        
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         Section
1.04      Accounting
Terms; GAAP.  Except as otherwise expressly provided herein,
all terms of an accounting or financial nature shall be construed in accordance
with GAAP, as in effect from time to time; provided that, if the
Borrower notifies the Administrative Agent that the Borrower requests an
amendment to any provision hereof to eliminate the effect of any change
occurring after the date hereof in GAAP or in the application thereof on the
operation of such provision (or if the Administrative Agent notifies the
Borrower that the Required Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith.

      


      ARTICLE II

      The
Credits

      


                     
Section 2.01      Commitments; Loans and
Borrowings.

      


      (a)           Subject
to the terms and conditions set forth herein, each Lender agrees to make a Loan
in Dollars to the Borrower on the Closing Date in an aggregate principal amount
not to exceed its Commitment.  The Loans made shall be ABR Loans or
Eurodollar Loans as the Borrower shall have elected in a notice delivered to the
Administrative Agent not later than 11:00 a.m., New York City time, one Business
Day prior to the Closing Date, in the case of ABR Loans, and three Business Days
prior to the Closing Date, in the case of Eurodollar Loans.  Amounts
repaid or prepaid in respect of Loans may not be reborrowed.  Such
notice of Borrowing referenced above shall specify the following
information:

      


      
        	
                 
      

              	
                (i)

              	
                the
      date of such Borrowing, which shall be a Business
  Day;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                the
      amount of such Borrowing;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                whether
      such Borrowing is to be an ABR Borrowing or a Eurodollar
      Borrowing;

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                 in
      the case of a Eurodollar Borrowing, the initial Interest Period to be
      applicable thereto, which shall be a period contemplated by the definition
      of the term “Interest Period”; and

              


      

       

      
        	
                 
      

              	
                (v)

              	
                the
      location and number of the Borrower’s account to which the funds are to be
      disbursed, which shall comply with the requirements of Section
      2.02.

              


      

          
               
If no election as to the Type of Borrowing is specified, then the requested
Borrowing shall be an ABR Borrowing.  If no Interest Period is
specified with respect to a Eurodollar Borrowing, then the Borrower shall be
deemed to have selected an Interest Period of one month’s
duration.  Promptly following receipt of the notice from the Borrower
referenced above, the Administrative Agent shall advise each Lender of the
details thereof and of the amount of such Lender’s Loan to be made as part of
the requested Borrowing.

      


                    
(b)           Each Lender
having an Incremental Loan Commitment agrees, subject to the terms and
conditions set forth herein and in the applicable Incremental Loan Assumption
Agreement, to make Incremental Loans to the Borrower in an aggregate principal
amount not to exceed its Incremental Loan Commitment.  Amounts repaid
or prepaid in respect of Incremental Loans may not be reborrowed.

       

       

      
        
          
          

        

        
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      (c)           Unless
the entire outstanding principal amount of any Eurodollar Borrowing is being
continued or converted, at the commencement of each Interest Period for any
Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an
integral multiple of $1,000,000 and not less than
$5,000,000.  Borrowings of more than one Type may be outstanding at
the same time; provided that there
shall not at any time be more than a total of ten (10) Eurodollar Borrowings
outstanding.  Each ABR Borrowing shall be in an aggregate amount that
is an integral multiple of $1,000,000 and not less than $5,000,000; provided that an ABR
Borrowing may be in an aggregate amount that is equal to the entire unused
balance of the total Commitments.

      


      (d)           Notwithstanding
any other provision of this Agreement, the Borrower shall not be entitled to
request, or to elect to convert or continue, any Borrowing if the Interest
Period requested with respect thereto would end after the Maturity
Date.

      


                
 Section 2.02      Funding of
Loans.

      


      (a)           Each
Lender shall make the Loan to be made by it hereunder on the Closing Date, or,
in the case of an Incremental Loan, the date specified in the notice delivered
pursuant to Section 2.16(a) for the making of the Incremental Loan, by wire
transfer of immediately available funds by 12:00 noon, New York City time to the
account of the Administrative Agent most recently designated by it for such
purpose by notice to the Lenders.  The Administrative Agent will make
such Loans available to the Borrower by promptly remitting the amounts so
received, in immediately available funds, to the account of the Borrower
designated by it for such purpose and previously communicated to the
Administrative Agent.  Each Lender at its option may make any
Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such
Lender to make such Loan; provided that any
exercise of such option shall not affect the obligation of the Borrower to repay
such Loan in accordance with the terms of this Agreement.

      


      (b)           Unless
the Administrative Agent shall have received notice from a Lender prior to the
Closing Date, or, in the case of an Incremental Loan, the date specified in the
notice delivered pursuant to Section 2.16(a) for the making of the
Incremental Loan, that such Lender will not make the Loan to be made by it, the
Administrative Agent may assume that such Lender has made such Loan on such date
in accordance with paragraph (a) of this Section and may, in reliance upon such
assumption, make available to the Borrower a corresponding amount.  In
such event, if a Lender has not in fact made the amount of its Loan available to
the Administrative Agent, then the applicable Lender and the Borrower severally
agree to pay to the Administrative Agent forthwith on demand such corresponding
amount with interest thereon, for each day from and including the date such
amount is made available to the Borrower to but excluding the date of payment to
the Administrative Agent, at (i) in the case of such Lender, the greater of the
Federal Funds Effective Rate and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank compensation or (ii) in
the case of the Borrower, the interest rate applicable to the
Loans.  If such Lender pays such amount to the Administrative Agent,
then such amount shall constitute such Lender’s Loan.  Notwithstanding
the foregoing, the Administrative Agent shall be under no obligation to assume
that any such Lender will fund its portion of any Loan and shall not be required
to make any advance of a Lender’s portion of any Loan until such time as the
Administrative Agent has received such Lender’s share of the applicable Loan
from such Lender.

       

       

       

      
        
          
          

        

        
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      (c)           The
failure of any Lender to make any Loan required to be made by it shall not
relieve any other Lender of its obligations hereunder; provided that the
Commitments of the Lenders are several and no Lender shall be responsible for
any other Lender’s failure to make a Loan as required.

      


              Section 2.03      Interest
Elections.

      


      (a)           The
Borrower may elect to convert a Borrowing to a different Type or to continue a
Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods
therefor, all as provided in this Section.  The Borrower may elect
different options with respect to different portions of the affected Borrowing,
in which case each such portion shall be allocated ratably among the Lenders
holding the Loans comprising such Borrowing, and the Loans comprising each such
portion shall be considered a separate Borrowing.

      


      (b)           To
make an election pursuant to this Section, the Borrower shall notify the
Administrative Agent of such election by telephone (i) in the case of a request
to convert or continue a Borrowing as a Eurodollar Borrowing, not later than
11:00 a.m., New York City time, three Business Days before the date of the
proposed conversion or continuation or (ii) in the case of a request to convert
a Borrowing to an ABR Borrowing, not later than 11:00 a.m., New York City time,
three Business Days before the date of the proposed conversion (each such notice
being called an “Interest Election
Request”).  Each such telephonic Interest Election Request
shall be irrevocable and shall be confirmed promptly by hand delivery or
telecopy to the Administrative Agent of a written Interest Election Request in a
form approved by the Administrative Agent and signed by the
Borrower.

      


      (c)           Each
telephonic and written Interest Election Request shall specify the following
information:

      


      (i)        the
Borrowing to which such Interest Election Request applies and, if different
options are being elected with respect to different portions thereof, the
portions thereof to be allocated to each resulting Borrowing (in which case the
information to be specified pursuant to clauses (iii) and (iv) below shall be
specified for each resulting Borrowing);

      


      (ii)       the
effective date of the election made pursuant to such Interest Election Request,
which shall be a Business Day;

      


      (iii)      whether
the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;
and

      


      (iv)      if the
resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be
applicable thereto after giving effect to such election, which shall be a period
contemplated by the definition of the term “Interest Period”.

      


      If any
such Interest Election Request requests a Eurodollar Borrowing but does not
specify an Interest Period, then the Borrower shall be deemed to have selected
an Interest Period of one month’s duration.

      


      (d)           Promptly
following receipt of an Interest Election Request, the Administrative Agent
shall advise each Lender of the details thereof and of such Lender’s portion of
each resulting Borrowing.

       

       

       

      
        
          
          

        

        
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      (e)           If
the Borrower fails to deliver a timely Interest Election Request with respect to
a Eurodollar Borrowing prior to the end of the Interest Period applicable
thereto, then at the end of such Interest Period such Borrowing shall be
converted to an ABR Borrowing.  Notwithstanding any contrary provision
hereof, if an Event of Default has occurred and is continuing and the
Administrative Agent, at the request of the Required Lenders, so notifies the
Borrower, then, so long as an Event of Default is continuing (i) no outstanding
Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii)
unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing
at the end of the Interest Period applicable thereto.

      


      (f)           Notwithstanding
any other provision of this Agreement, no Interest Period may be selected for
any Eurodollar Borrowing that would end later than a Repayment Date occurring on
or after the first day of such Interest Period if, after giving effect to such
selection, the aggregate outstanding amount of (i) the Eurodollar Borrowings
with Interest Periods ending on or prior to such Repayment Date and (ii) the ABR
Borrowings would not be at least equal to the principal amount of Borrowings to
be paid on such Repayment Date.

      


                     
Section 2.04     Termination of
Commitments.

      


      The Commitments (other than any
Incremental Loan Commitments, which shall terminate as provided in the related
Incremental Loan Assumption Agreement) shall automatically terminate upon the
making of the Loans on the Closing Date.

      


                     
Section 2.05     Repayment of Loans; Evidence
of Debt.

      


      (a)           The
Borrower hereby unconditionally promises to pay to the Administrative Agent for
the account of each Lender the then unpaid principal amount of each Loan of such
Lender as provided in Section 2.06.

      


      (b)           Each
Lender shall maintain in accordance with its usual practice an account or
accounts evidencing the indebtedness of the Borrower to such Lender resulting
from each Loan made by such Lender, including the amounts of principal and
interest payable and paid to such Lender from time to time
hereunder.

      


      (c)           The
Administrative Agent shall maintain accounts in which it shall record
(i) the amount of each Loan made hereunder, the Type thereof and the
Interest Period applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from the Borrower to each
Lender hereunder and (iii) the amount of any sum received by the
Administrative Agent hereunder for the account of the Lenders and each Lender’s
share thereof.

      


      (d)           The
entries made in the accounts maintained pursuant to paragraph (b)
or (c) of this Section shall be prima facie evidence of the existence and
amounts of the obligations recorded therein; provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of the Borrower
to repay the Loans in accordance with the terms of this Agreement.

      


      (e)           Any
Lender may request that Loans made by it be evidenced by a promissory
note.  In such event, the Borrower shall prepare, execute and deliver
to such Lender a promissory note payable to such Lender in a form to be approved
by the Administrative Agent.  Thereafter, the Loans evidenced by such
promissory note and interest thereon shall at all times (including after
assignment pursuant to Section 9.04) be represented by one or more promissory
notes in such form payable to the payee named therein.

       

       

       

      
        
          
          

        

        
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 Section 2.06     Amortization of
Loans.

      


      (a)           The
Borrower shall pay to the Administrative Agent, for the account of the Lenders,
the principal amount of the Loans (as adjusted from time to time pursuant to
Section 2.06(c)) in the amounts and on the dates (each such date a “Repayment Date”) set
forth in the table below, unless accelerated sooner pursuant to Article VII,
together, in each case, with accrued and unpaid interest on the principal amount
to be paid to but excluding the date of such payment:

      


      


      
        
          	
                   

                  Repayment
      Dates

                	
                  Amortization
      Payment (% of Loans outstanding on the Closing Date plus the initial
      amount of any Incremental Loans)

                   

                
	
                  September
      30, 2009

                	
                  5.00%

                
	
                  December
      31, 2009

                	
                  5.00%

                
	
                  March
      31, 2010

                	
                  5.00%

                
	
                  June
      30, 2010

                	
                  5.00%

                
	
                  September
      30, 2010

                	
                  5.00%

                
	
                  December
      31, 2010

                	
                  5.00%

                
	
                  March
      31, 2011

                	
                  5.00%

                
	
                  Maturity
      Date

                	
                  Outstanding
      Principal Balance of Loans

                


        

      

      


      (b)           To
the extent not previously paid, all Loans shall be due and payable on the
Maturity Date, together with accrued and unpaid interest on the principal amount
to be paid to but excluding the date of such payment.

      


      (c)           Any
prepayment of a Loan made pursuant to Section 2.07(c) shall be applied to reduce
the subsequent scheduled repayments of the Loans to be made pursuant to Section
2.06(a) ratably.  Any prepayment of a Loan made pursuant to
Section 2.07(a) shall be applied to reduce the subsequent scheduled
repayments of the Loans to be made pursuant to Section 2.06(a) in direct order
of maturity beginning with the Loans to be repaid on the scheduled Repayment
Date next following the date of such prepayment.

      


                     
Section 2.07     Prepayment of
Loans.

      


      (a)           The
Borrower shall have the right at any time and from time to time to prepay any
Borrowing in whole or in part, subject to prior notice in accordance with
paragraph (b) of this Section.

      


      (b)           The
Borrower shall notify the Administrative Agent by telephone (confirmed by
telecopy) of any prepayment hereunder (i) in the case of prepayment of a
Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three
Business Days before the date of prepayment or (ii) in the case of prepayment of
an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business
Day before the date of prepayment.  Each such notice shall be
irrevocable and shall specify the prepayment date and the principal amount of
the Loans or portion thereof to be prepaid; provided that a
notice of prepayment of the Loans in full may state that such notice is
conditioned upon the effectiveness of other credit facilities or agreements, in
which case such notice may be revoked by the Borrower (by notice to the
Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied.  Promptly following receipt of any such
notice, the Administrative Agent shall advise the Lenders of the contents
thereof.  Each partial prepayment shall be in an aggregate amount that
is an integral multiple of $1,000,000 and not less than
$5,000,000.  Each prepayment shall be applied ratably to the Loans
included in the prepaid Borrowing.  Prepayments shall be accompanied
by accrued interest to the extent required by Section 2.09 and any payment
required under Section 2.12.

       

       

      
        
          
          

        

        
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      (c)           The
Borrower shall on the date, if any, specified in Section 6.07(f) repay
Loans in the amounts and otherwise in all respects as provided in such
Section.

      


                      Section 2.08     Fees.  The
Borrower agrees to pay to the Administrative Agent, for its own account, fees
payable in the amounts and at the times separately agreed upon between the
Borrower and the Administrative Agent.

      


                     
Section 2.09      Interest.

      


      (a)           The
Loans comprising each ABR Borrowing shall bear interest at the Alternate Base
Rate plus the Applicable Rate.

      


      (b)           The
Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted
LIBO Rate for the Interest Period in effect for such Borrowing plus the
Applicable Rate.

      


      (c)           Notwithstanding
the foregoing, if any principal of or interest on any Loan or any other amount
payable by the Borrower hereunder is not paid when due, whether at stated
maturity, upon acceleration or otherwise, such overdue amount shall bear
interest, after as well as before judgment, at a rate per annum equal to (i) in
the case of overdue principal of any Loan, 2% plus the rate otherwise applicable
to such Loan as provided in the preceding paragraphs of this Section or (ii) in
the case of any other amount, 2% plus the rate applicable to ABR Loans as
provided in paragraph (a) of this Section.

      


      (d)           Accrued
interest on each Loan shall be payable in arrears on each Interest Payment Date
for such Loan; provided that
(i) interest accrued pursuant to paragraph (c) of this Section shall be
payable on demand, (ii) in the event of any repayment or prepayment of any
Loan, accrued interest on the principal amount repaid or prepaid shall be
payable on the date of such repayment or prepayment, and (iii) in the event of
any conversion of any Eurodollar Loan prior to the end of the current Interest
Period therefor, accrued interest on such Loan shall be payable on the effective
date of such conversion.

      


      (e)           All
interest hereunder shall be computed on the basis of a year of 360 days, except
that interest computed by reference to the Alternate Base Rate at times when the
Alternate Base Rate is based on the Prime Rate shall be computed on the basis of
a year of 365 days (or 366 days in a leap year), and in each case shall be
payable for the actual number of days elapsed (including the first day but
excluding the last day).  The applicable Alternate Base Rate or
Adjusted LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.

       

       

       

      
        
          
          

        

        
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      (f)           If,
as a result of any restatement or other adjustment to the financial statements
of the Borrower or for any other reason, the Borrower or the Lenders determine
that (i) the Consolidated Leverage Ratio as calculated by the Borrower as of any
applicable date was inaccurate and (ii) a proper calculation of the Consolidated
Leverage Ratio would have resulted in higher pricing for such period, the
Borrower shall immediately and retroactively be obligated to pay to the
Administrative Agent for the account of the Lenders, promptly on demand by the
Administrative Agent (or, after the occurrence of an actual or deemed entry of
an order for relief with respect to the Borrower under the Bankruptcy Code of
the United States, automatically and without further action by the
Administrative Agent or any Lender), an amount equal to the excess of the amount
of interest that should have been paid for such period over the amount of
interest actually paid for such period.  This paragraph shall not
limit the rights of the Administrative Agent or any Lender, as the case may be,
under Section 2.09(c) or Article VII.  The Borrower’s obligations
under this paragraph shall cease upon the termination of the Commitments of all
of the Lenders and the repayment of all Loans made hereunder.

      


                     
Section
2.10     Alternate
Rate of Interest.  If prior to the commencement of any Interest
Period for a Eurodollar Borrowing:

      


      (a)           the
Administrative Agent determines (which determination shall be conclusive absent
manifest error) that adequate and reasonable means do not exist for ascertaining
the Adjusted LIBO Rate for such Interest Period; or

      


      (b)           the
Administrative Agent is advised by the Required Lenders that the Adjusted LIBO
Rate for such Interest Period will not adequately and fairly reflect the cost to
such Lenders (or Lender) of making or maintaining their Loans (or its Loan)
included in such Borrowing for such Interest Period;

      


      then the
Administrative Agent shall give notice thereof to the Borrower and the Lenders
by telephone or telecopy as promptly as practicable thereafter and, until the
Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective
and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such
Borrowing shall be made as an ABR Borrowing.

      


                   
  Section 2.11     Increased
Costs.

      


      (a)           If
any Change in Law shall:

      


      (i)           impose,
modify or deem applicable any reserve, special deposit or similar requirement
against assets of, deposits with or for the account of, or credit extended by,
any Lender (except any such reserve requirement reflected in the Adjusted LIBO
Rate); or

      


      (ii)           impose
on any Lender or the London interbank market any other condition affecting this
Agreement or Eurodollar Loans made by such Lender;

      


      and the
result of any of the foregoing shall be to increase the cost to such Lender of
making or maintaining any Eurodollar Loan or to reduce the amount of any sum
received or receivable by such Lender hereunder (whether of principal, interest
or otherwise), then the Borrower will pay to such Lender such additional amount
or amounts as will compensate such Lender for such additional costs incurred or
reduction suffered.

       

       

       

      
        
          
          

        

        
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      (b)           If
any Lender determines that any Change in Law regarding capital requirements has
or would have the effect of reducing the rate of return on such Lender’s capital
or on the capital of such Lender’s holding company, if any, as a consequence of
this Agreement or the Loans made by such Lender to a level below that which such
Lender or such Lender’s holding company could have achieved but for such Change
in Law (taking into consideration such Lender’s policies and the policies of
such Lender’s holding company with respect to capital adequacy), then from time
to time the Borrower will pay to such Lender such additional amount or amounts
as will compensate such Lender or such Lender’s holding company for any such
reduction suffered.

      


      (c)           A
certificate of a Lender setting forth the amount or amounts necessary to
compensate such Lender or its holding company, as the case may be, as specified
in paragraph (a) or (b) of this Section shall be delivered to the Borrower
and shall be conclusive absent manifest error.  The Borrower shall pay
such Lender the amount shown as due on any such certificate within 10 days
after receipt thereof.

      


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

      


                     
Section
2.12    Break
Funding Payments.  In the event of (a) the payment of any
principal of any Eurodollar Loan other than on the last day of an Interest
Period applicable thereto (including as a result of an Event of Default), (b)
the conversion of any Eurodollar Loan other than on the last day of the Interest
Period applicable thereto, (c) the failure to borrow, convert, continue or
prepay any Eurodollar Loan on the date specified in any notice delivered
pursuant hereto (regardless of whether such notice may be revoked under Section
2.07(b) and is revoked in accordance therewith), or (d) the assignment of
any Eurodollar Loan other than on the last day of the Interest Period applicable
thereto as a result of a request by the Borrower pursuant to Section 2.15,
then, in any such event, the Borrower shall compensate each Lender for the loss,
cost and expense attributable to such event.  In the case of a
Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to
include an amount determined by such Lender to be the excess, if any, of (i) the
amount of interest which would have accrued on the principal amount of such Loan
had such event not occurred, at the Adjusted LIBO Rate that would have been
applicable to such Loan, for the period from the date of such event to the last
day of the then current Interest Period therefor (or, in the case of a failure
to borrow, convert or continue, for the period that would have been the Interest
Period for such Loan), over (ii) the amount of interest which would accrue on
such principal amount for such period at the interest rate which such Lender
would bid were it to bid, at the commencement of such period, for deposits in
dollars of a comparable amount and period from other banks in the Eurodollar
market.  A certificate of any Lender setting forth any amount or
amounts that such Lender is entitled to receive pursuant to this Section shall
be delivered to the Borrower and shall be conclusive absent manifest
error.  The Borrower shall pay such Lender the amount shown as due on
any such certificate within 10 days after receipt thereof.

       

       

       

      
        
          
          

        

        
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                      Section 2.13     Taxes.

      


      (a)           Any
and all payments by or on account of any obligation of the Borrower hereunder
shall be made free and clear of and without deduction for any Indemnified Taxes
or Other Taxes; provided that if the
Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from
such payments, then (i) the sum payable shall be increased as necessary so
that after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent or Lender
(as the case may be) receives an amount equal to the sum it would have received
had no such deductions been made, (ii) the Borrower shall make such
deductions, and (iii) the Borrower shall pay the full amount deducted to
the relevant Governmental Authority in accordance with applicable
law.

      


      (b)           In
addition, the Borrower shall pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.

      


      (c)           The
Borrower shall indemnify the Administrative Agent and each Lender, within 10
days after written demand therefor, for the full amount of any Indemnified Taxes
or Other Taxes paid by the Administrative Agent or such Lender, as the case may
be, on or with respect to any payment by or on account of any obligation of the
Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or
asserted on or attributable to amounts payable under this Section) and any
penalties, interest and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant Governmental
Authority.  The Administrative Agent and each Lender will, at the
Borrower’s expense, cooperate in good faith with the Borrower in any contest as
to whether or not such Indemnified Taxes, Other Taxes, penalties, interest or
expenses were correctly or legally imposed or asserted in the event such
Indemnified Taxes, Other Taxes, penalties, interest or expenses were in the good
faith judgment of the Administrative Agent or such Lender, as the case may be,
not legal or not correctly asserted.  If in connection with such
contest such Indemnified Taxes, Other Taxes, penalties, interest or expenses are
refunded to the Administrative Agent or such Lender, the Administrative Agent or
such Lender will pay such refund to the Borrower to the extent the
Administrative Agent or such Lender determines in its sole discretion that such
refund is attributable to any Indemnified Taxes, Other Taxes, penalties,
interest or expenses paid by the Borrower and to the extent the Borrower has
previously indemnified the Administrative Agent or such Lender therefor pursuant
to this Section 2.13, net of expenses and without interest except any interest
(net of taxes) included in such refund.  The Borrower shall return
such refund (together with any taxes, penalties or other charges) in the event
the Administrative Agent or such Lender is required to repay such
refund.  Notwithstanding the foregoing, nothing in this Section 2.13
shall be construed to (i) entitle the Borrower or any other Persons to any
information determined by the Administrative Agent or any Lender in each case,
in its sole discretion, to be confidential or proprietary information of the
Administrative Agent or any Lender to any tax or financial information of the
Administrative Agent or any Lender or to inspect or review any books and records
of the Administrative Agent or any Lender or (ii) interfere with the rights
of the Administrative Agent or any Lender to conduct its fiscal or tax affairs
in such matter as it deems fit.

      


      A
certificate as to the amount of such payment or liability delivered to the
Borrower by a Lender or by the Administrative Agent on its own behalf or on
behalf of a Lender shall be conclusive absent manifest error.

       

       

       

      
        
          
          

        

        
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      (d)           As
soon as practicable after any payment of Indemnified Taxes or Other Taxes by the
Borrower to a Governmental Authority, the Borrower shall deliver to the
Administrative Agent the original or a certified copy of a receipt issued by
such Governmental Authority evidencing such payment, a copy of the return
reporting such payment or other evidence of such payment reasonably satisfactory
to the Administrative Agent.

      


      (e)           Any
Foreign Lender that is entitled to an exemption from or reduction of withholding
tax under the law of the jurisdiction in which the Borrower is located, or any
treaty to which such jurisdiction is a party, with respect to payments under
this Agreement shall deliver to the Borrower (with a copy to the Administrative
Agent), at the time or times prescribed by applicable law, such properly
completed and executed documentation prescribed by applicable law or reasonably
requested by the Borrower as will permit such payments to be made without
withholding or at a reduced rate.

      


      (f)           If
the Administrative Agent or a Lender determines, in its sole discretion, that it
has received a refund of any Taxes or Other Taxes as to which it has been
indemnified by the Borrower or with respect to which the Borrower has paid
additional amounts pursuant to this Section 2.13, it shall pay over such refund
to the Borrower (but only to the extent of indemnity payments made, or
additional amounts paid, by the Borrower under this Section 2.13 with respect to
the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket
expenses of the Administrative Agent or such Lender and without interest (other
than any interest paid by the relevant Governmental Authority with respect to
such refund); provided that the
Borrower, upon the request of the Administrative Agent or such Lender, agrees to
repay the amount paid over to the Borrower (plus any penalties, interest or
other charges imposed by the relevant Governmental Authority) to the
Administrative Agent or such Lender in the event the Administrative Agent or
such Lender is required to repay such refund to such Governmental
Authority.  This Section shall not be construed to require the
Administrative Agent or any Lender to make available its tax returns (or any
other information relating to its taxes which it deems confidential) to the
Borrower or any other Person.

      


                     
Section 2.14      Payments Generally; Pro Rata
Treatment; Sharing of Set-offs.

      


      (a)           The
Borrower shall make each payment required to be made by it hereunder (whether of
principal, interest, fees or of amounts payable under Section 2.11, 2.12 or
2.13, or otherwise) prior to 12:00 noon, New York City time, on the date when
due, in immediately available funds, without set-off or
counterclaim.  Any amounts received after such time on any date shall
be deemed to have been received on the next succeeding Business Day for purposes
of calculating interest thereon.  All such payments shall be made to
the Administrative Agent’s Office, except that payments pursuant to
Sections 2.11, 2.12 or 2.13 and 9.03 shall be made directly to the Persons
entitled thereto.  The Administrative Agent shall distribute any such
payments received by it for the account of any other Person to the appropriate
recipient promptly following receipt thereof.  If any payment
hereunder shall be due on a day that is not a Business Day, the date for payment
shall be extended to the next succeeding Business Day, and, in the case of any
payment accruing interest, interest thereon shall be payable for the period of
such extension.  All payments hereunder shall be made in
dollars.

      


      (b)           If
at any time insufficient funds are received by and available to the
Administrative Agent to pay fully all amounts of principal, interest and fees
then due hereunder, such funds shall be applied (i) first, towards payment of
interest and fees then due hereunder, ratably among the parties entitled thereto
in accordance with the amounts of interest and fees then due to such parties and
(ii) second, towards payment of principal then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of principal then due to
such parties.

       

       

      
        
          
          

        

        
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      (c)           If
any Lender shall, by exercising any right of set-off or counterclaim or
otherwise, obtain payment in respect of any principal of or interest on any of
its Loans resulting in such Lender receiving payment of a greater proportion of
the aggregate amount of its Loans and accrued interest thereon than the
proportion received by any other Lender, then the Lender receiving such greater
proportion shall purchase (for cash at face value) participations in the Loans
of other Lenders to the extent necessary so that the benefit of all such
payments shall be shared by the Lenders ratably in accordance with the aggregate
amount of principal of and accrued interest on their respective Loans; provided that (i) if
any such participations are purchased and all or any portion of the payment
giving rise thereto is recovered, such participations shall be rescinded and the
purchase price restored to the extent of such recovery, without interest, and
(ii) the provisions of this paragraph shall not be construed to apply to any
payment made by the Borrower pursuant to and in accordance with the express
terms of this Agreement or any payment obtained by a Lender as consideration for
the assignment of or sale of a participation in any of its Loans.  The
Borrower consents to the foregoing and agrees, to the extent it may effectively
do so under applicable law, that any Lender acquiring a participation pursuant
to the foregoing arrangements may exercise against the Borrower rights of
set-off and counterclaim with respect to such participation as fully as if such
Lender were a direct creditor of the Borrower in the amount of such
participation.

      


      (d)           Unless
the Administrative Agent shall have received notice from the Borrower prior to
the date on which any payment is due to the Administrative Agent for the account
of the Lenders hereunder that the Borrower will not make such payment, the
Administrative Agent may assume that the Borrower has made such payment on such
date in accordance herewith and may, in reliance upon such assumption,
distribute to the Lenders the amount due.  In such event, if the
Borrower has not in fact made such payment, then each of the Lenders severally
agrees to repay to the Administrative Agent forthwith on demand the amount so
distributed to such Lender with interest thereon, for each day from and
including the date such amount is distributed to it to but excluding the date of
payment to the Administrative Agent, at the greater of the Federal Funds
Effective Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation.

      


      (e)           If
any Lender shall fail to make any payment required to be made by it pursuant to
Section 2.02(b) or 2.14(d), then the Administrative Agent may, in its
discretion (notwithstanding any contrary provision hereof), apply any amounts
thereafter received by the Administrative Agent for the account of such Lender
to satisfy such Lender’s obligations under such Sections until all such
unsatisfied obligations are fully paid.

      


                    
 Section 2.15     Mitigation Obligations;
Replacement of Lenders.

      


      (a)           If
any Lender requests compensation under Section 2.11, or if the
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to
Section 2.13, then such Lender shall use reasonable efforts to designate a
different lending office for funding or booking its Loans hereunder or to assign
its rights and obligations hereunder to another of its offices, branches or
affiliates, if, in the judgment of such Lender, such designation or assignment
(i) would eliminate or reduce amounts payable pursuant to Section 2.11 or 2.13,
as the case may be, in the future and (ii) would not subject such Lender to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender.  The Borrower hereby agrees to pay all reasonable costs and
expenses incurred by any Lender in connection with any such designation or
assignment.

       

       

      
        
          
          

        

        
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      (b)           If
(i) any Lender requests compensation under Section 2.11, (ii) the Borrower
is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.13, (iii) any
Lender is a Defaulting Lender or (iv) a Lender (a “Non-Consenting Lender”) does
not consent to a proposed amendment, waiver, discharge or termination with
respect to any Loan Document that has been approved by the Required Lenders as
provided in Section 9.02(b) but requires unanimous consent of all Lenders or all
Lenders directly affected thereby (as applicable), then the Borrower may, at its
sole expense and effort, upon notice to such Lender and the Administrative
Agent, require such Lender to assign and delegate, without recourse (in
accordance with and subject to the restrictions contained in Section 9.04),
all its interests, rights and obligations under this Agreement to an assignee
that shall assume such obligations (which assignee may be another Lender, if a
Lender accepts such assignment); provided that (i) the
Borrower shall have received the prior written consent of the Administrative
Agent, which consent shall not unreasonably be withheld, to the extent required
by Section 9.04(b), (ii) such Lender shall have received payment of an amount
equal to the outstanding principal of its Loans, accrued interest thereon,
accrued fees and all other amounts payable to it hereunder, from the assignee
(to the extent of such outstanding principal and accrued interest and fees) or
the Borrower (in the case of all other amounts), (iii) in the case of any
such assignment resulting from a claim for compensation under Section 2.11
or payments required to be made pursuant to Section 2.13, such assignment
will result in a reduction in such compensation or payments and (iv) in the case
of any such assignment resulting from a Non-Consenting Lender’s failure to
consent to the proposed amendment, waiver, discharge or termination with respect
to any Loan Document, the applicable replacement bank or financial institution
consents to the proposed amendment, waiver, discharge or termination; provided that the
failure by such Non-Consenting Lender to execute and deliver an Assignment and
Assumption shall not impair the validity of the removal of such Non-Consenting
Lender and the mandatory assignment of such Non-Consenting Lender’s Commitments
and outstanding Loans pursuant to this Section 2.15 shall nevertheless be
effective without the execution by such Non-Consenting Lender of an Assignment
and Assumption.  A Lender shall not be required to make any such
assignment and delegation if, prior thereto, as a result of a waiver by such
Lender or otherwise, the circumstances entitling the Borrower to require such
assignment and delegation cease to apply.

      


                     
Section 2.16     Incremental
Loans.

      


      (a)           The
Borrower may, by written notice to the Administrative Agent from time to time,
but no more than three (3) times, request Incremental Loan Commitments in an
aggregate amount not to exceed the Incremental Loan Amount from one or more
Incremental Lenders, which may include any existing Lender; provided that (i)
each Incremental Lender, if not already a Lender hereunder, shall be subject to
the approval of the Administrative Agent (which approval shall not be
unreasonably withheld or delayed) and (ii) no existing Lender shall be under any
obligation to provide an Incremental Term Loan Commitment and any such decision
shall be in such Lender’s sole and absolute discretion. Such notice shall set
forth (i) the amount of the Incremental Loan Commitments being requested (which
shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000
or such lesser amount equal to the remaining Incremental Loan Amount), (ii) the
date on which such Incremental Loan Commitments are requested to become
effective (which shall not be less than five Business Days nor more than 60 days
after the date of such notice) and (iii) the date on which such Incremental
Loans shall be made by the Incremental Lenders.  Once made, all
Incremental Loans shall be treated as, and have the same terms as, Loans under
this Agreement.

       

       

       

      
        
          
          

        

        
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      (b)           The
Borrower and each Incremental Lender shall execute and deliver to the
Administrative Agent an Incremental Loan Assumption Agreement and such other
documentation as the Administrative Agent shall reasonably specify to evidence
the Incremental Loan Commitment of each Incremental Lender.  The
Administrative Agent shall promptly notify each Lender as to the effectiveness
of each Incremental Loan Assumption Agreement. Each of the parties hereto hereby
agrees that, upon the effectiveness of any Incremental Loan Assumption
Agreement, this Agreement shall be deemed amended to the extent (but only to the
extent) necessary to reflect the existence and terms of the Incremental Loan
Commitment and the Incremental Loans evidenced thereby.

      


      (c)           Notwithstanding
the foregoing, no Incremental Loan Commitment shall become effective under this
Section 2.16 and no Incremental Loan shall be funded unless (i) on the date of
such effectiveness and funding of such Incremental Loan, the conditions set
forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied and the
Administrative Agent shall have received a certificate to that effect dated such
date and executed by the President, a Vice President or a Financial Officer of
the Borrower, and (ii) except as otherwise specified in the applicable
Incremental Loan Assumption Agreement, the Administrative Agent shall have
received (with sufficient copies for each of the Incremental Lenders) legal
opinions, board resolutions and other closing certificates reasonably requested
by the Administrative Agent and consistent with those delivered on the Closing
Date under Section 4.01.

      


      (d)           Each
of the parties hereto hereby agrees that the Administrative Agent may, in
consultation with the Borrower, take any and all action as may be reasonably
necessary to ensure that all Incremental Loans, when originally made, are
included in each Borrowing of outstanding Loans on a pro rata
basis.  This may be accomplished by requiring each outstanding
Eurodollar Borrowing to be converted into an ABR Borrowing on the date of each
Incremental Loan, or by allocating a portion of each Incremental Loan to each
outstanding Eurodollar Borrowing on a pro rata basis.  Any conversion
of Eurodollar Loans to ABR Loans required by the preceding sentence shall be
subject to Section 2.12.  If any Incremental Loan is to be allocated
to an existing Interest Period for a Eurodollar Borrowing, then the economic
consequences thereof shall be as set forth in the applicable Incremental
Assumption Agreement.

      


      ARTICLE III

      Representations and
Warranties

      


      The Borrower represents and warrants to
the Lenders that:

      


                     
Section
3.01     Organization;
Powers.  Each of the Borrower and its Subsidiaries is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, has all requisite power and authority to carry
on its business as now conducted and, except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect, is qualified to do business in, and is in good
standing in, every jurisdiction where such qualification is
required.

      


          
          Section
3.02    Authorization;
Enforceability.  The Transactions affecting the Borrower are
within the Borrower’s corporate powers and have been duly authorized by all
necessary corporate and, if required, stockholder action.  This
Agreement has been duly executed and delivered by the Borrower and constitutes a
legal, valid and binding obligation of the Borrower, enforceable in accordance
with its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors’ rights generally and subject to
general principles of equity, regardless of whether considered in a proceeding
in equity or at law.

       

       

      
        
          
          

        

        
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    Section
3.03     Governmental
Approvals; No Conflicts.  The Transactions affecting the
Borrower (a) do not require any consent or approval of, registration or filing
with, or any other action by, any Governmental Authority, except such as have
been obtained or made and are in full force and effect, (b) will not violate any
Contractual Obligation or applicable law or regulation or the charter, by-laws
or other organizational documents of the Borrower or any of its Subsidiaries or
any order of any Governmental Authority, (c) will not violate or result in a
default under any indenture, agreement or other instrument binding upon the
Borrower or any of its Subsidiaries or its assets, or give rise to a right
thereunder to require any payment to be made by the Borrower or any of its
Subsidiaries, and (d) will not result in the creation or imposition of any Lien
on any asset of the Borrower or any of its Subsidiaries.

      


                     
Section 3.04     Financial Condition; No
Material Adverse Change.

      


      (a)           The
Borrower has heretofore furnished to the Lenders its consolidated balance sheet
and statements of income, and cash flows (x) as of and for the fiscal years
ended December 31, 2007, December 31, 2006 and December 31, 2005,
reported on and audited by KPMG LLP, independent public accountants, and (y) as
of and for the three-month periods ended March 31, 2008, June 30, 2008 and
September 30, 2008.

      


      (b)           All
of the foregoing financial statements delivered pursuant to the preceding
sentence present fairly, in all material respects, the financial position and
results of operations and cash flows of the Borrower and its consolidated
Subsidiaries as of such dates and for such periods in accordance with GAAP,
subject to year-end audit adjustments and the absence of footnotes in the case
of the statements referred to in sub-clause (y) above.

      


      (c)           All
financial statements delivered pursuant to clause (a) above, including the
related schedules and notes thereto, have been prepared in accordance with GAAP
applied consistently throughout the periods involved.  As of the date
hereof, the Borrower and its Subsidiaries do not have any Guarantee obligations,
contingent liabilities and liabilities for Taxes, or any long-term leases or
unusual forward or long-term commitments, including any interest rate or foreign
currency swap or exchange transaction or other obligation in respect of
derivatives, required by GAAP to be reflected on a consolidated balance sheet of
the Borrower and its Subsidiaries other than (i) those reflected in the
most recent balance sheet included in the financial statements referred to in
this Section 3.04, (ii) those incurred in the ordinary course of business
since the date of such balance sheet, and (iii) those that could not
reasonably be expected to result in a Material Adverse Effect.

      


      (d)           Since
December 31, 2007, there has been no event, development or circumstance that has
had or could reasonably be expected to have a Material Adverse Effect on the
Borrower and its Subsidiaries.

      


          
           Section 3.05     Properties.

      


      (a)           Each
of the Borrower and its Subsidiaries has good title to, or valid leasehold
interests in, all its real and personal property material to its business,
except for minor defects in title that do not interfere with its ability to
conduct its business as currently conducted or to utilize such properties for
their intended purposes.

       

       

       

      
        
          
          

        

        
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      (b)           Each
of the Borrower and its Subsidiaries owns, or is licensed to use, all
trademarks, tradenames, copyrights, patents and other intellectual property
material to its business, and the use thereof by the Borrower and its
Subsidiaries does not infringe upon the rights of any other Person, except for
any such infringements that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.

      


                     
Section 3.06     Litigation and Environmental
Matters.

      


      (a)           There
are no actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of the Borrower, threatened
against or affecting the Borrower or any of its Subsidiaries (i) the reasonably
anticipated outcome of which would, individually or in the aggregate, result in
a Material Adverse Effect (other than the Disclosed Matters) or (ii) that
involve this Agreement or the Transactions.

      


      (b)           Except
for the Disclosed Matters and except with respect to any other matters that,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries
(i) has failed to comply with any Environmental Law or to obtain, maintain
or comply with any Environmental Permit, (ii) has become subject to any
Environmental Liability, (iii) has received notice of any Environmental
Claim, or (iv) knows of any basis for any Environmental Liability.

      


      (c)           Since
the date of this Agreement, there has been no change in the status of the
Disclosed Matters that, individually or in the aggregate, has resulted in, or
could reasonably be expected to result in, a Material Adverse
Effect.

      


                    
Section 3.07     Compliance
with Laws and Agreements.  Each of the Borrower and its
Subsidiaries is in compliance with all laws, regulations and orders of any
Governmental Authority applicable to it or its property and all indentures,
agreements and other instruments binding upon it or its property, except where
the failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.

      


         
           Section
3.08     Investment
Company Status.  Neither the Borrower nor any of its
Subsidiaries is an “investment company” as defined in, or subject to regulation
under, the Investment Company Act of 1940.

      


              
      Section
3.09     Taxes.  Each
of the Borrower and its Subsidiaries has timely filed or caused to be filed all
Tax returns and reports required to have been filed and has paid or caused to be
paid all Taxes required to have been paid by it, except (a) Taxes that are
being contested in good faith by appropriate proceedings and for which such the
Borrower or such Subsidiary, as applicable, has set aside on its books adequate
reserves or (b) to the extent that the failure to do so could not
reasonably be expected to result in a Material Adverse Effect.

      


                   
 Section
3.10     ERISA.  No
ERISA Event has occurred or is reasonably expected to occur that, when taken
together with all other such ERISA Events for which liability is reasonably
expected to occur, could reasonably be expected to result in a Material Adverse
Effect.  The present value of all accumulated benefit obligations
under each Plan (based on the assumptions used for purposes of Statement of
Financial Accounting Standards No. 87) did not, as of the date of the most
recent financial statements reflecting such amounts, exceed the fair market
value of the assets of such Plan by an amount that could reasonably be expected
to result in a Material Adverse Effect, and the present value of all accumulated
benefit obligations of all underfunded Plans (based on the assumptions used for
purposes of Statement of Financial Accounting Standards No. 87) did not, as of
the date of the most recent financial statements reflecting such amounts, exceed
the fair market value of the assets of all such underfunded Plans by an amount
that could reasonably be expected to result in a  Material Adverse
Effect.

       

       

       

      
        
          
          

        

        
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                 Section
3.11          Disclosure.  As
of the date hereof, the Borrower has disclosed to the Lenders all agreements,
instruments and corporate or other restrictions to which it or any of its
Subsidiaries is subject, and all other matters known to it, that, individually
or in the aggregate, could reasonably be expected to result in a Material
Adverse Effect.  The Information Memorandum, the SEC Filings, and the
other reports, financial statements, certificates or other information furnished
by or on behalf of the Borrower to the Administrative Agent or any Lender in
connection with the negotiation of this Agreement or delivered hereunder (as
modified or supplemented by other information so furnished), taken as a whole,
do not contain any material misstatement of fact or omit to state any material
fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided that, with
respect to projected financial information, the Borrower represents only that
such information was prepared in good faith based upon assumptions believed to
be reasonable at the time.

      


                 Section
3.12          No
Default.  Neither the Borrower nor any of its Subsidiaries is
in default under or with respect to any of its Contractual Obligations in any
respect that could reasonably be expected to have a Material Adverse
Effect.  No Default or Event of Default has occurred and is
continuing.

      


                 Section
3.13          Federal
Regulations.  No part of the proceeds of any Loans will be used
for “buying” or “carrying” any “margin stock” within the respective meanings of
each of the quoted terms under Regulation U as now and from time to time
hereafter in effect that would cause the Loans to be in violation of the
provisions of the Regulations of the Board.  If requested by any
Lender or the Administrative Agent, the Borrower will furnish to the
Administrative Agent and each Lender a statement to the foregoing effect in
conformity with the requirements of Form FR G-3 or Form FR U-1, as applicable,
referred to in Regulation U.

      


                 Section
3.14          Labor
Matters.  Except as, in the aggregate, could not reasonably be
expected to have a Material Adverse Effect, there are no strikes or other labor
disputes against the Borrower or any of its Subsidiaries pending or, to the
knowledge of the Borrower, threatened.

      


                 Section
3.15          Insurance.  The
Borrower has for itself and its Subsidiaries insurance from financially sound
and reputable insurers or maintains with such insurers valid and collectible
insurance with respect to their respective assets and businesses which is
required to be obtained and maintained by it pursuant to Section 5.05
hereof.

      


      ARTICLE IV

      Conditions

      


                 Section
4.01          Effectiveness
of Commitments.  The obligations of the Lenders to make Loans
to the Borrower hereunder shall not become effective until the date on which
each of the following conditions is satisfied (or waived in accordance with
Section 9.02):

       

          (a)           The
Administrative Agent (or its counsel) shall have received from each party hereto
either (i) a counterpart of this Agreement signed on behalf of such party or
(ii)  written
evidence satisfactory to the Administrative Agent (which may include telecopy
transmission of a signed signature page of this Agreement) that such party has
signed a
counterpart of this Agreement.

       

       

       

      
        
          
          

        

        
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      (b)           The
Administrative Agent shall have received written opinions (addressed to the
Administrative Agent and the Lenders and dated the Closing Date) of each of
(i) Cravath, Swaine & Moore LLP, special New York counsel for the
Borrower, (ii) Hunton & Williams LLP, special Virginia counsel for the
Borrower, and (iii) the General Counsel for the Borrower, in each case in form
and substance reasonably satisfactory to the Lenders, and covering such other
matters relating to the Borrower, this Agreement or the Transactions as the
Required Lenders shall reasonably request.  The Borrower hereby
requests each of such counsel to deliver such opinion.

      


      (c)           The
Administrative Agent shall have received such documents and certificates as the
Administrative Agent or its counsel may reasonably request relating to the
organization, existence and good standing of the Borrower, the authorization of
the Transactions and any other legal matters relating to the Borrower, this
Agreement or the Transactions, all in form and substance satisfactory to the
Administrative Agent and its counsel.

      


      (d)           All
fees payable and other amounts due and payable to Lenders and Agents, to the
extent invoiced, prior to the Closing Date shall have been paid by or on behalf
of the Borrower.

      


      (e)           All
governmental and third party approvals necessary in connection with the
continuing operations of the Borrower and its Subsidiaries or, in the reasonable
discretion of the Administrative Agent, advisable, in connection with the
transactions contemplated hereby shall have been obtained and be in full force
and effect, and all applicable waiting periods shall have expired without any
action being taken or threatened by any competent authority that would restrain,
prevent or otherwise impose adverse conditions on the financing contemplated
hereby.

      


      (f)           The
reasonable costs and expenses of the Administrative Agent in connection with the
preparation of the Loan Documents payable pursuant to Section 9.03 and for which
invoices have been presented shall have been paid.

      


      (g)           The
Administrative Agent shall have received a certificate, dated the Closing Date
with respect to the Borrower and signed by the President, a Vice President or a
Financial Officer of the Borrower, confirming compliance with the conditions set
forth in paragraph (a) of Section 4.02.

      


      Without limiting the generality of the
provisions of Section 9.05, for purposes of determining compliance with the
conditions specified in this Section 4.01, each Lender that has signed this
Agreement shall be deemed to have consented to, approved or accepted or to be
satisfied with, each document or other matter required thereunder to be
consented to or approved by or acceptable or satisfactory to a Lender unless the
Administrative Agent shall have received notice from such Lender prior to the
proposed Closing Date specifying its objection thereto.

      


                   
 Section
4.02      Each Credit
Event.  The obligation of each Lender to make its Loan on the
occasion of any Borrowing (other than a conversion of Loans from one Type to the
other Type or a continuation of Eurodollar Loans) is subject to the satisfaction
of the following conditions:

       

       

      
        
          
          

        

        
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      (a)           The
representations and warranties of the Borrower set forth in this Agreement
(including, without limitation, those set forth in Sections 3.04(c) and 3.06)
shall be true and correct in all material respects on and as of the date of such
Borrowing; provided that any
representation and warranty that is qualified as to “materiality,” “Material
Adverse Effect” or similar language shall be true and correct in all respects on
such respective dates.

      


      (b)           At
the time of and immediately after giving effect to such Borrowing, no Default
shall have occurred and be continuing.

      


      Each
Borrowing shall be deemed to constitute a representation and warranty by the
Borrower on the date thereof as to the matters specified in paragraphs (a) and
(b) of this Section.

      


      ARTICLE V

      Covenants

      


      Until the Commitments have expired or
been terminated and the principal of and interest on each Loan and all fees
payable hereunder shall have been paid in full, the Borrower covenants and
agrees with the Lenders that:

      


                    
 Section
5.01      Financial
Statements and Other Information.  The Borrower will furnish to
the Administrative Agent and each Lender:

      


      (a)           within
90 days after the end of each fiscal year of the Borrower its audited
consolidated balance sheet and related statements of operations, stockholders’
equity and cash flows as of the end of and for such year, setting forth in each
case in comparative form the figures for the previous fiscal year, all reported
on by KPMG LLP or other independent public accountants of recognized national
standing (without a “going concern” or like qualification or exception and
without any qualification or exception as to the scope of such audit) to the
effect that such consolidated financial statements present fairly in all
material respects the financial condition and results of operations of the
Borrower and its consolidated Subsidiaries on a consolidated basis in accordance
with GAAP consistently applied;

      


      (b)           within
45 days after the end of each of the first three fiscal quarters of each
fiscal year of the Borrower, its consolidated balance sheet and related
statements of operations and cash flows as of the end of and for such fiscal
quarter and the then elapsed portion of the fiscal year, setting forth in each
case in comparative form the figures for the corresponding period or periods of
(or, in the case of the balance sheet, as of the end of) the previous fiscal
year, all certified by one of its Financial Officers as presenting fairly in all
material respects the financial condition and results of operations of the
Borrower and its consolidated Subsidiaries on a consolidated basis in accordance
with GAAP consistently applied, subject to normal year-end audit adjustments and
the absence of footnotes;

      


      (c)           concurrently
with any delivery of financial statements under (i) clause (a) or (b) above, a
certificate of a Financial Officer of the Borrower (A) certifying to such
Financial Officer’s knowledge as to whether a Default has occurred and is
continuing and, if a Default has occurred and is continuing, specifying the
details thereof and any action taken or proposed to be taken with respect
thereto, (B) setting forth reasonably detailed calculations demonstrating
compliance with Section 6.12(a) and (b), and (C) stating whether any change
in GAAP or in the application thereof has occurred since the date of the
previous audited financial statements delivered to the Lenders and, if any such
change has occurred, specifying the effect of such change on the financial
statements accompanying such certificate and (ii) clause (a) above, a
certificate of a Responsible Officer of the Borrower containing a list of
Subsidiaries of the Borrower as of such date, along with a list of each new
Subsidiary acquired or formed, and each Subsidiary dissolved or liquidated,
since the last such certification;

       

       

       

      
        
          
          

        

        
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      (d)           concurrently
with any delivery of financial statements under clause (a) above, a
certificate of the accounting firm that reported on such financial statements
stating whether they obtained knowledge during the course of their examination
of such financial statements of any Default (which certificate may be limited to
the extent required by accounting rules or guidelines);

      


      (e)           promptly
after the same become publicly available, copies of all periodic and other
reports, proxy statements and other materials filed by the Borrower or any
Subsidiary with the Securities and Exchange Commission, or any Governmental
Authority succeeding to any or all of the functions of said Commission, or with
any national securities exchange, or distributed by the Borrower to its
shareholders generally, as the case may be; and

      


      (f)           promptly
following any request therefor, such other information regarding the operations,
business affairs and financial condition of the Borrower or any Subsidiary, or
compliance with the terms of this Agreement, as the Administrative Agent or any
Lender may reasonably request.

      


      Notwithstanding the foregoing, the
obligations in paragraphs (a) and (b) of this Section 5.01 may be satisfied with
respect to the Borrower by furnishing the Borrower’s Form 10-K or 10-Q, as
applicable, filed with the SEC; provided that to the
extent such information is in lieu of information required to be provided under
5.01(a), such materials are accompanied by a report of KPMG LLP or other
independent public accountants of recognized national standing (without a “going
concern” or like qualification or exception and without any qualification or
exception as to the scope of such audit) to the effect that such consolidated
financial statements present fairly in all material respects the financial
condition and results of operations of the Borrower and its consolidated
Subsidiaries on a consolidated basis in accordance with GAAP consistently
applied.  Documents required to be delivered by Section 5.01(a), (b)
or (e) may be delivered electronically and if so delivered, shall be deemed to
have been delivered on the date (i) on which the Borrower posts such documents,
or provides a link thereto on the Borrower’s website on the Internet at
http://www.archchemicals.com; or (ii) on the date that such documents are filed
with the SEC.  Each Lender shall be solely responsible for timely
accessing posted documents and maintaining its copies of such
documents.

      


      The Borrower hereby acknowledges that
the Administrative Agent and/or BAS will make available to the Lenders materials
and/or information provided by or on behalf of the Borrower hereunder
(collectively, the “Borrower Materials”) by posting the Borrower Materials on
the “private side” of IntraLinks or another similar electronic system (the
“Platform”).

      


                    
Section
5.02     Notices of
Material Events.  The Borrower will furnish to the
Administrative Agent and each Lender written notice of the following promptly
after any Responsible Officer has knowledge thereof:

       

       

      
        
          
          

        

        
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      (a)           the
occurrence of any Default;

      


      (b)           the
filing or commencement of any action, suit or proceeding by or before any
arbitrator or Governmental Authority against or affecting the Borrower or any of
its Subsidiaries, the reasonably anticipated outcome of which would result in a
Material Adverse Effect;

      


      (c)           the
occurrence of any ERISA Event that, alone or together with any other ERISA
Events that have occurred, could reasonably be expected to result in a Material
Adverse Effect;

      


      (d)           the
commencement of, or any material development in, any action, suit, proceeding or
investigation affecting the Borrower or any of its Subsidiaries or any of their
respective properties before any arbitrator or Governmental Authority, in which
the amount of any claim, damage, penalty or fine asserted against the Borrower
or its Subsidiaries that the Borrower reasonably determines is not covered by
insurance is $15,000,000 or more;

      


      (e)           the
occurrence of one or more of the following, to the extent that any of the
following, if adversely determined, could reasonably be expected to result in
liability of the Borrower or any of its Subsidiaries in excess of $7,500,000 or
a fine or penalty in excess of $2,500,000: (i) written notice, claim or request
for information to the effect that the Borrower or any of its Subsidiaries is or
may be liable in any material respect to any Person as a result of the presence
of or the Release or substantial threat of a material Release of any Hazardous
Materials into the environment; (ii) written notice that the Borrower or any of
its Subsidiaries is subject to investigation by any Governmental Authority
evaluating whether any Remedial Action is needed to respond to the presence or
to the Release or substantial threat of a material Release of any Hazardous
Materials into the environment; (iii) written notice that any property, whether
owned or leased by, or operated on behalf of, the Borrower or any of its
Subsidiaries is subject to a material Environmental Lien; (iv) written notice of
violation to the Borrower or any of its Subsidiaries of any Environmental Laws
or Environmental Permits; or (v) commencement or written threat of any judicial
or administrative proceeding alleging a violation of any Environmental Laws or
Environmental Permits;

      


      upon written request by the
Administrative Agent, a report providing an update of the status of each
environmental, health or safety compliance, hazard or liability issue identified
in any notice or report required pursuant to clause (e) above and any other
environmental, health and safety compliance obligation, remedial obligation or
liability that could reasonably be expected to have a Material Adverse Effect
(all such notices shall describe in reasonable detail the nature of the claim,
investigation, condition, occurrence or Remedial Action and the Borrower’s or
such Subsidiary’s response thereto); and

      


      (f)           any
other development that results in, or could reasonably be expected to result in,
a Material Adverse Effect.

      


      Each
notice delivered under this Section shall be accompanied by a statement of a
Financial Officer or other executive officer of the Borrower setting forth the
details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto.

       

       

       

      
        
          
          

        

        
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 Section
5.03       Existence;
Conduct of Business.  The Borrower will, and will cause each of
its Subsidiaries to, do or cause to be done all things necessary to preserve,
renew and keep in full force and effect its legal existence and the rights,
licenses, permits, privileges and franchises material to the conduct of its
business; provided that the
foregoing shall not prohibit any merger, consolidation, liquidation or
dissolution permitted under Section 6.03.

      


                    
Section
5.04      Payment of
Obligations.  The Borrower will, and will cause each of its
Subsidiaries to, pay its obligations, including Tax liabilities, that, if not
paid, could reasonably be expected to result in a Material Adverse Effect before
the same shall become delinquent or in default, except where (a) the validity or
amount thereof is being contested in good faith by appropriate proceedings and
(b) the Borrower or such Subsidiary has set aside on its books adequate reserves
with respect thereto in accordance with GAAP.

      


                     Section
5.05      Maintenance
of Properties; Insurance.  The Borrower will, and will cause
each of its Subsidiaries to (a) keep and maintain all property material to
the conduct of its business in good working order and condition, ordinary wear
and tear excepted, and (b) maintain, with financially sound and reputable
insurance companies, insurance in such amounts and against such risks as are
customarily maintained by companies engaged in the same or similar businesses
operating in the same or similar locations.

      


                    
Section
5.06      Books and
Records; Inspection Rights.  The Borrower will, and will cause
each of its Subsidiaries to, keep proper books of record and account in which
full, true and correct entries are made of all dealings and transactions in
relation to its business and activities.  The Borrower will, and will
cause each of its Subsidiaries to, permit any representatives designated by the
Administrative Agent or any Lender, upon reasonable prior notice, to visit and
inspect its properties, to examine and make extracts from its books and records,
and to discuss its affairs, finances and condition with its officers and
independent accountants, all at such reasonable times and as often as reasonably
requested.

      


                     
Section
5.07     Compliance
with Laws.  The Borrower will, and will cause each of its
Subsidiaries to, comply with all Contractual Obligations and laws, rules,
regulations and orders of any Governmental Authority applicable to it or its
property, except where the failure to do so, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse
Effect.

      


                      Section
5.08     Use of
Proceeds.  The proceeds of the Loans will be used for general
corporate purposes.  No part of the proceeds of any Loan will be used,
whether directly or indirectly, for any purpose that entails a violation of any
of the Regulations of the Board, including Regulations U and X.

      


                     
Section
5.09     Environmental
Laws.  The Borrower will, and will cause each of its
Subsidiaries to, (a) comply in all material respects with, and ensure compliance
in all material respects by all tenants and subtenants, if any, with, all
applicable Environmental Laws, and obtain and comply in all material respects
with and maintain, and ensure that all tenants and subtenants obtain and comply
in all material respects with and maintain, any and all licenses, approvals,
notifications, registrations or permits required by applicable Environmental
Laws and (b) conduct and complete all investigations, studies, sampling and
testing, and all remedial, removal and other actions required under
Environmental Laws and promptly comply in all material respects with all lawful
orders and directives of the Governmental Authorities regarding Environmental
Laws.

       

       

      
        
          
          

        

        
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      ARTICLE VI

      Negative
Covenants

      


      Until the Commitments have expired or
terminated and the principal of and interest on each Loan and all fees payable
hereunder have been paid in full, the Borrower covenants and agrees with the
Lenders that:

      


                     
Section
6.01      Indebtedness.  The
Borrower will not permit any Subsidiary to create, incur, assume or permit to
exist any Indebtedness, except:

      


      (a)          
 Indebtedness existing on the date hereof and set forth in
Schedule 6.01 and extensions, renewals and replacements of any such
Indebtedness that do not increase the outstanding principal amount
thereof;

      


      (b)           Indebtedness
to the Borrower or any other Subsidiary;

      


      (c)           Guarantees
of Indebtedness of the Borrower or any other Subsidiary;

      


      (d)           Indebtedness
incurred to finance an acquisition, construction or improvement of any fixed or
capital assets, including Capital Lease Obligations and any Indebtedness assumed
in connection with the acquisition of any such assets or secured by a Lien on
any such assets prior to the acquisition thereof, and extensions, renewals and
replacements of any such Indebtedness that do not increase the outstanding
principal amount thereof; provided that such
Indebtedness is incurred prior to or within 90 days after such acquisition or
the completion of such construction or improvement;

      


      (e)           Indebtedness
as an account party in respect of trade letters of credit;

      


      (f)           Indebtedness
of Receivables Subsidiaries arising pursuant to Permitted Accounts Receivable
Securitizations in an aggregate principal amount not to exceed $100,000,000;
and

      


      (g)           other
Indebtedness in an aggregate principal amount not exceeding $50,000,000 at any
time outstanding.

      


                     
Section
6.02     Liens.  The
Borrower will not, and will not permit any Subsidiary to, create, incur, assume
or permit to exist any Lien on any property or asset now owned or hereafter
acquired by it, or assign or sell any income or revenues (including accounts
receivable) or rights in respect of any thereof, except:

      


      (a)           Permitted
Encumbrances;

      


      (b)           any
Lien on any property or asset of the Borrower or any Subsidiary set forth in
Schedule 6.02; provided that (i)
such Lien shall not apply to any other property or asset of the Borrower or any
Subsidiary and (ii) such Lien shall secure only those obligations which it
secures on the date hereof and extensions, renewals and replacements thereof
that do not increase the outstanding principal amount thereof;

       

       

       

      
        
          
          

        

        
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      (c)           any
Lien existing on any property or asset prior to the acquisition thereof by the
Borrower or any Subsidiary or existing on any property or asset of any Person
that becomes a Subsidiary after the date hereof prior to the time such Person
becomes a Subsidiary; provided that
(i) such Lien is not created in contemplation of or in connection with such
acquisition or such Person becoming a Subsidiary, as the case may be,
(ii) such Lien shall not apply to any other property or assets of the
Borrower or any Subsidiary and (iii) such Lien shall secure only those
obligations which it secures on the date of such acquisition or the date such
Person becomes a Subsidiary, as the case may be, and extensions, renewals and
replacements thereof that do not increase the outstanding principal amount
thereof;

      


      (d)           Liens
on fixed or capital assets acquired, constructed or improved by the Borrower or
any Subsidiary; provided that
(i) such security interests secure Indebtedness permitted by
clause (d) of Section 6.01 or Indebtedness that would be permitted by
such clause if it were applicable to Indebtedness incurred or assumed by the
Borrower itself, (ii) such security interests and the Indebtedness secured
thereby are incurred prior to or within 90 days after such acquisition or
the completion of such construction or improvement, (iii) the Indebtedness
secured thereby does not exceed 80% of the cost of acquiring, constructing or
improving such fixed or capital assets, and (iv) such security interests
shall not apply to any other property or assets of the Borrower or any
Subsidiary;

      


      (e)           Liens
on Accounts Receivable of the Borrower or any Subsidiary and other assets of any
Receivables Subsidiary, in each case arising in connection with any Permitted
Accounts Receivable Securitization; and

      


      (f)           Liens
securing other Indebtedness of the Borrower and its Subsidiaries not expressly
permitted by clauses (a) through (e) above; provided that the
aggregate amount of Indebtedness secured by Liens permitted by this clause (f)
does not at any time exceed $30,000,000 in the aggregate.

      


                     
Section
6.03     Fundamental
Changes.  The Borrower will not, and will not permit any
Subsidiary to, merge into or consolidate with any other Person, or permit any
other Person to merge into or consolidate with it, or sell, transfer, lease or
otherwise dispose of (in one transaction or in a series of transactions) all or
substantially all of its assets, or all or substantially all of the stock of any
of its Subsidiaries (in each case, whether now owned or hereafter acquired), or
liquidate or dissolve, except that, if at the time thereof and immediately after
giving effect thereto no Default shall have occurred and be continuing
(i) any Person may merge into the Borrower in a transaction in which the
Borrower is the surviving corporation, (ii) any Person other than the
Borrower may merge into any Subsidiary in a transaction in which the surviving
entity is a Subsidiary, (iii) any Subsidiary may sell, transfer, lease or
otherwise dispose of its assets to the Borrower or to another Subsidiary, and
the Borrower may sell, transfer, lease or otherwise dispose of its assets to any
Subsidiary, (iv) Dispositions otherwise permitted by Section 6.07 shall be
permitted, and (v) any Subsidiary may liquidate or dissolve if the Borrower
determines in good faith that such liquidation or dissolution is in the best
interests of the Borrower and is not materially disadvantageous to the
Lenders.

      


                     
Section
6.04     Swap
Agreements.  The Borrower will not, and will not permit any of
its Subsidiaries to, enter into any Swap Agreement, other than Swap Agreements
entered into in the ordinary course of business to hedge or mitigate risks to
which the Borrower or any Subsidiary is exposed in the conduct of its business
or the management of its liabilities.

       

       

       

      
        
          
          

        

        
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     Section
6.05     Restricted
Payments.  The Borrower will not, and will not permit any of
its Subsidiaries to, declare or make, or agree to pay or make, directly or
indirectly, any Restricted Payment; provided that the
Borrower and its Subsidiaries may make any Restricted Payment which, together
with all other Restricted Payments made by all Persons pursuant to this proviso
since June 15, 2006 would not exceed the sum of (x) $65,000,000 plus (y) 50% of
the cumulative Consolidated Adjusted Net Income of the Borrower for the period
(taken as one accounting period) since June 15, 2006 through the last day of the
fiscal quarter for which financial statements have been delivered pursuant to
Section 5.01(a) or (b), and provided further that (i) the
Borrower may declare and pay dividends with respect to its Capital Stock payable
solely in additional shares of Capital Stock, (ii) Subsidiaries may declare and
pay dividends and may make distributions ratably with respect to their Capital
Stock, and (iii) the Borrower may make Restricted Payments pursuant to and in
accordance with stock option plans or other benefit plans for directors,
management or employees of the Borrower and its Subsidiaries and stock option
plans for employees or former employees of Olin in connection with the Spin
Off.

      


                    
 Section
6.06     Transactions
with Affiliates. The Borrower will not, and will not permit any of its
Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or
purchase, lease or otherwise acquire any property or assets from, or otherwise
engage in any other transactions with, any of its Affiliates except (a) at
prices and on terms and conditions not materially less favorable to the Borrower
or such Subsidiary than could be obtained on an arm’s-length basis from
unrelated third parties, (b) transactions between or among the Borrower and its
Subsidiaries not involving any other Affiliate, (c) any Restricted Payment
permitted by Section 6.05 and (d) compensation (including bonuses), other
benefits (including retirement, health, stock option and other incentive or
benefit plans) and indemnification and insurance arrangements for any employee,
officer or director of the Borrower or any Affiliate in the ordinary course of
business.

      


                    
 Section
6.07     Disposition
of Property.  The Borrower will not, and will not permit any of
its Subsidiaries to, directly or indirectly dispose of any of its property,
whether now owned or hereafter acquired, or, in the case of any Subsidiary,
issue or sell any shares of such Subsidiary’s Capital Stock to any Person,
except:

      


      (a)       the
Disposition of obsolete or worn out property in the ordinary course of
business;

      


      (b)      the sale
of inventory in the ordinary course of business;

      


      (c)      
Dispositions permitted by Section 6.03;

      


      (d)      the sale
or issuance of any Subsidiary’s Capital Stock to the Borrower or any
Subsidiary;

      


      (e)     
 sales of Accounts Receivable pursuant to a Permitted Accounts Receivable
Securitization; provided that the
aggregate principal amount of such financings shall not at any time exceed
$100,000,000; and

      


      (f)       any
other Dispositions by such Persons of property for cash or cash equivalents or
other readily marketable publicly traded securities at not less than its fair
market value, or for other property of an equal or greater value than the
property Disposed of (including, without limitation, joint venture interests,
seller’s notes or other securities) as determined in good faith by the board of
directors of the Borrower or a duly authorized committee thereof at the time of
such Disposition; provided that on each
occasion that a Prepayment Event occurs, the Borrower will on the date of such
Prepayment Event apply an amount equal to 100% of the Net Proceeds thereof in
excess of $50,000,000 to prepay, at the Borrower’s option, either the Loans
outstanding hereunder or loans outstanding under the Revolving Credit
Agreement.

       

       

      
        
          
          

        

        
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   Section
6.08     Payments
and Modifications of Certain Debt Instruments.  The Borrower
will not, and will not permit any of its Subsidiaries to, directly or
indirectly, (a) make or offer to make any optional payment, prepayment,
repurchase or redemption of or otherwise optionally defease or segregate funds
with respect to any Subordinated Indebtedness (other than payments expressly
required by the terms thereof) or (b) amend, modify, waive or otherwise change,
or consent or agree to any amendment, modification, waiver or other change to,
any of the terms of any Subordinated Indebtedness (other than any such
amendment, modification, waiver or other change that (i) would extend the
maturity or reduce the amount of any payment of principal thereof or reduce the
rate or extend any date for payment of interest thereon and (ii) does not
involve the payment of a consent fee or that otherwise would not adversely
affect the interests of the Lenders in any material respect).

      


                     
Section
6.09     Sales and
Leasebacks.  The Borrower will not, and will not permit any of
its Subsidiaries to, enter into any arrangement providing for the leasing to the
Borrower or any of its Subsidiaries of real or personal property that has been
or is to be (a) sold or transferred by the Borrower or any of its Subsidiaries
or (b) constructed or acquired by a third party in anticipation of a program of
leasing to the Borrower, or any of its Subsidiaries (any such transaction, a
“Sale-Leaseback”);
provided that
Sale-Leasebacks by all such Persons of property having a fair market value not
to exceed $50,000,000 in the aggregate since the date hereof shall be
permitted.

      


                 
    Section
6.10     Changes in
Fiscal Periods.  The Borrower will not, and will not permit any
of its Subsidiaries to, directly or indirectly permit the fiscal year of the
Borrower to end on a day other than December 31.

      


                     
Section
6.11     Lines of
Business.  The Borrower will not, and will not permit any of
its Subsidiaries to, directly or indirectly enter into any business, either
directly or through any Subsidiary, except for those businesses in which the
Borrower and its Subsidiaries are engaged on the date of this Agreement or that
are reasonably related thereto.

      


                      Section 6.12      Financial
Covenants.

      


      (a)           Consolidated Leverage
Ratio.  The Borrower will not permit the Consolidated Leverage
Ratio as at the last day of any period of four consecutive fiscal quarters of
the Borrower to exceed 3.5:1.0.

      


      (b)           Consolidated Interest
Coverage Ratio.  The Borrower will not permit the Consolidated
Interest Coverage Ratio for any period of four consecutive fiscal quarters of
the Borrower to be less than 3.0:1.0.

      


                     
Section
6.13     Acquisitions.  The
Borrower will not, and will not permit any of its Subsidiaries to, purchase or
otherwise acquire (in one transaction or a series of transactions) all of the
capital stock of, or all or a substantial part of the assets of, or a business
unit (including a complete products line) or a division of, any Person other
than pursuant to a Permitted Acquisition.

       

       

       

      
        
          
          

        

        
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      ARTICLE VII

      Events of
Default

      


      If any of the following events (“Events of Default”)
shall occur:

      


      (a)           the
Borrower shall fail to pay any principal of any Loan when and as the same shall
become due and payable, whether at the due date thereof or at a date fixed for
prepayment thereof or otherwise;

      


      (b)           the
Borrower shall fail to pay any interest on any Loan or any fee or any other
amount (other than an amount referred to in clause (a) of this Article)
payable under this Agreement, when and as the same shall become due and payable,
and such failure shall continue unremedied for a period of five Business
Days;

      


      (c)           any
representation or warranty made or deemed made by or on behalf of the Borrower
or any Subsidiary in or in connection with this Agreement or any amendment or
modification hereof or waiver hereunder, or in any report, certificate,
financial statement or other document furnished pursuant to or in connection
with this Agreement or any amendment or modification hereof or waiver hereunder,
shall prove to have been incorrect in any material respect when made or deemed
made;

      


      (d)           the
Borrower shall fail to observe or perform any covenant, condition or agreement
contained in Section 5.02(a), 5.03 (with respect to the Borrower’s
existence) or 5.08 or in Article VI;

      


      (e)           the
Borrower shall fail to observe or perform any covenant, condition or agreement
contained in this Agreement (other than those specified in clause (a), (b) or
(d) of this Article), and such failure shall continue unremedied for a period of
30 days after notice thereof from the Administrative Agent to the Borrower
(which notice will be given at the request of any Lender);

      


      (f)           the
Borrower or any Subsidiary shall fail to make any payment (whether of principal
or interest and regardless of amount) in respect of any Material Indebtedness,
when and as the same shall become due and payable after any applicable grace
period;

      


      (g)           the
Borrower or any Subsidiary shall fail to observe or perform any other term,
covenant, condition or agreement contained in any agreement or instrument
evidencing or governing any Material Indebtedness after any applicable grace
period if the effect of any failure referred to in this clause (g) is to cause,
or permit the holder or holders of such Material Indebtedness or a trustee or
other representative on its or their behalf (with or without the giving of
notice) immediately to cause, such Material Indebtedness to become due prior to
its stated maturity;

      


      (h)           an
involuntary proceeding shall be commenced or an involuntary petition shall be
filed seeking (i) liquidation, reorganization or other relief in respect of
the Borrower or any Subsidiary or its debts, or of a substantial part of its
assets, under any Federal, state or foreign bankruptcy, insolvency, receivership
or similar law now or hereafter in effect or (ii) the appointment of a
receiver, trustee, custodian, sequestrator, conservator or similar official for
the Borrower or any Subsidiary or for a substantial part of its assets, and, in
any such case, such proceeding or petition shall continue undismissed for
60 days or an order or decree approving or ordering any of the foregoing
shall be entered;

       

       

       

      
        
          
          

        

        
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      (i)           the
Borrower or any Subsidiary shall (i) voluntarily commence any proceeding or
file any petition seeking liquidation, reorganization or other relief under any
Federal, state or foreign bankruptcy, insolvency, receivership or similar law
now or hereafter in effect, (ii) consent to the institution of, or fail to
contest in a timely and appropriate manner, any proceeding or petition described
in clause (h) of this Article, (iii) apply for or consent to the
appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for the Borrower or any Subsidiary or for a substantial part of
its assets, (iv) file an answer admitting the material allegations of a
petition filed against it in any such proceeding, (v) make a general
assignment for the benefit of creditors or (vi) take any action for the
purpose of effecting any of the foregoing;

      


      (j)           the
Borrower or any Subsidiary shall become unable, admit in writing its inability
or fail generally to pay its debts as they become due;

      


      (k)          one
or more judgments for the payment of money in an aggregate amount in excess of
$10,000,000 (excluding any amount that is covered by insurance where the
relevant insurance company has been notified of the claim or judgment and has
not expressly denied coverage in writing) shall be rendered against the
Borrower, any Subsidiary 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 legally taken by a
judgment creditor to attach or levy upon any assets of the Borrower or any
Subsidiary to enforce any such judgment;

      


      (l)           an
ERISA Event shall have occurred that, in the opinion of the Required Lenders,
when taken together with all other ERISA Events that have occurred, could
reasonably be expected to result in a Material Adverse Effect; or

      


      (m)         a
Change in Control shall occur;

      


      then, and
in every such event (other than an event with respect to the Borrower described
in clause (h) or (i) of this Article), and at any time thereafter during the
continuance of such event, the Administrative Agent may, and at the request of
the Required Lenders shall, by notice to the Borrower, take either or both of
the following actions, at the same or different times: (i) terminate the
Commitments, and thereupon the Commitments shall terminate immediately, and (ii)
declare the Loans then outstanding to be due and payable in whole (or in part,
in which case any principal not so declared to be due and payable may thereafter
be declared to be due and payable), and thereupon the principal of the Loans so
declared to be due and payable, together with accrued interest thereon and all
fees and other obligations of the Borrower accrued hereunder, shall become due
and payable immediately, without presentment, demand, protest or other notice of
any kind, all of which are hereby waived by the Borrower; and in case of any
event with respect to the Borrower described in clause (h) or (i) of this
Article, the Commitments shall automatically terminate and the principal of the
Loans then outstanding, together with accrued interest thereon and all fees and
other obligations of the Borrower accrued hereunder, shall automatically become
due and payable, without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Borrower.

       

       

       

      
        
          
          

        

        
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      ARTICLE VIII

      The Administrative
Agent

      


      Each of the Lenders hereby irrevocably
appoints the Administrative Agent as its agent and authorizes the Administrative
Agent to take such actions on its behalf and to exercise such powers as are
delegated to the Administrative Agent by the terms hereof, together with such
actions and powers as are reasonably incidental thereto.

      


      The bank serving as the Administrative
Agent hereunder shall have the same rights and powers in its capacity as a
Lender as any other Lender and may exercise the same as though it were not the
Administrative Agent, and such bank and its Affiliates may accept deposits from,
lend money to and generally engage in any kind of business with the Borrower or
any Subsidiary or other Affiliate thereof as if it were not the Administrative
Agent hereunder.

      


      The Administrative Agent shall not have
any duties or obligations except those expressly set forth
herein.  Without limiting the generality of the foregoing,
(a) the Administrative Agent shall not be subject to any fiduciary or other
implied duties, regardless of whether a Default has occurred and is continuing,
(b) the Administrative Agent shall not have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby that the Administrative Agent is
required to exercise in writing by the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 9.02), and (c) except as expressly set forth herein, the
Administrative Agent shall not have any duty to disclose, and shall not be
liable for the failure to disclose, any information relating to the Borrower or
any of its Subsidiaries that is communicated to or obtained by the bank serving
as the Administrative Agent or any of its Affiliates in any
capacity.  The Administrative Agent shall not be liable for any action
taken or not taken by it with the consent or at the request of the Required
Lenders (or such other number or percentage of the Lenders as shall be necessary
under the circumstances as provided in Section 9.02) or in the absence of
its own gross negligence or wilful misconduct.  The Administrative
Agent shall be deemed not to have knowledge of any Default unless and until
written notice thereof is given to the Administrative Agent by the Borrower or a
Lender, and the Administrative Agent shall not be responsible for or have any
duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with this Agreement, (ii) the
contents of any certificate, report or other document delivered hereunder or in
connection herewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth herein,
(iv) the validity, enforceability, effectiveness or genuineness of this
Agreement or any other agreement, instrument or document, or (v) the
satisfaction of any condition set forth in Article IV or elsewhere herein,
other than to confirm receipt of items expressly required to be delivered to the
Administrative Agent.

      


      The Administrative Agent shall be
entitled to rely upon, and shall not incur any liability for relying upon, any
notice, request, certificate, consent, statement, instrument, document or other
writing believed by it to be genuine and to have been signed or sent by the
proper Person.  The Administrative Agent also may rely upon any
statement made to it orally or by telephone and believed by it to be made by the
proper Person, and shall not incur any liability for relying
thereon.  The Administrative Agent may consult with legal counsel (who
may be counsel for the Borrower), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it
in accordance with the advice of any such counsel, accountants or
experts.

      


      The Administrative Agent may perform
any and all its duties and exercise its rights and powers by or through any one
or more sub-agents appointed by the Administrative Agent.  The
Administrative Agent and any such sub-agent may perform any and all its duties
and exercise its rights and powers through their respective Related
Parties.  The exculpatory provisions of the preceding paragraphs shall
apply to any such sub-agent and to the Related Parties of the Administrative
Agent and any such sub-agent, and shall apply to their respective activities in
connection with the syndication of the credit facilities provided for herein as
well as activities as the Administrative Agent.

       

       

       

      
        
          
          

        

        
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      Subject to the appointment and
acceptance of a successor Administrative Agent as provided in this paragraph,
the Administrative Agent may resign at any time by notifying the Lenders and the
Borrower.  Upon any such resignation, the Required Lenders shall have
the right, in consultation with the Borrower, to appoint a
successor.  If no successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within 30 days
after the retiring Administrative Agent gives notice of its resignation, then
the retiring Administrative Agent may, on behalf of the Lenders, appoint a
successor Administrative Agent which shall be a bank with an office in New York,
New York, or an Affiliate of any such bank.  Upon the acceptance of
its appointment as Administrative Agent hereunder by a successor, such successor
shall succeed to and become vested with all the rights, powers, privileges and
duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations
hereunder.  The fees payable by the Borrower to a successor
Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Borrower and such
successor.  After the Administrative Agent’s resignation hereunder,
the provisions of this Article and Section 9.03 shall continue in effect
for the benefit of such retiring Administrative Agent, its sub-agents and their
respective Related Parties in respect of any actions taken or omitted to be
taken by any of them while it was acting as the Administrative
Agent.

      


      Each Lender acknowledges that it has,
independently and without reliance upon any Administrative Agent or any other
Lender and based on such documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this
Agreement.  Each Lender also acknowledges that it will, independently
and without reliance upon the Administrative Agent or any other Lender and based
on such documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not taking action
under or based upon this Agreement, any related agreement or any document
furnished hereunder or thereunder.

      


      Anything herein to the contrary
notwithstanding, none of the Joint Book Managers, Joint Lead Arrangers,
Co-Documentation Agents or Syndication Agent listed on the cover page hereof
shall have any powers, duties or responsibilities under this Agreement or any of
the other Loan Documents, except in its capacity, as applicable, as the
Administrative Agent or a Lender hereunder.

      


      ARTICLE IX

      Miscellaneous

      


                     
Section
9.01      Notices.  Except
in the case of notices and other communications expressly permitted to be given
by telephone, all notices and other communications provided for herein shall be
in writing and shall be delivered by hand or overnight courier service, mailed
by certified or registered mail or sent by telecopy, as follows:

       

       

       

      
        
          	 	
                  (a)

                	if to the Borrower,
      to:
	 	
                   

                	
                  501
      Merritt 7

                  P.O.
      Box 5204

                  Norwalk,
      Connecticut 06851

                  Tel:
      203-229-3881

                  Fax:
      203-229-3143

                  Attention:
      Treasurer

                


        

      

       

       

       

       

       

      
        
          
          

        

        
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                      with a
      copy to:

                    

                  	 


             

            	 	
                     

                  	
                    501
      Merritt 7 

                      P.O.
      Box 5204

                      Norwalk,
      Connecticut 06851

                      Tel:
      203-229-2683

                      Fax:
      203-229-3292

                      Attention:
      Corporate Secretary

                    

                  


          

        

         

         

      

      
        	
              	
                (b)

              	if to the
      Administrative Agent, to:
	 	
                 

              	
                Bank
      of America, N.A. 

                  101
      North Tryon Street

                  Mail
      Code: NC 1-001-04-39

                  Charlotte,
      NC 28255-0001

                  Attention:
      Rita Quesada Rogers

                  Tel:
      980-386-9371

                  Fax:
      704-409-0023

                

              


      

       

      


       

      
        	
              	
                
                  with a
      copy to:

                

              	 


         

      

                              


        	
              	
                 

              	
                Bank
      of America, N.A. 

                  901
      Main Street

                  Mail
      Code: TX1-492-14-11

                  Dallas,
      TX 75202-3714

                  Attention:
      Anthony Kell

                  Tel:
      214-209-4124

                  Fax:
      214-290-9422

                   

                  and

                  


                  Bank
      of America, N.A.

                  100
      Federal Street

                  Boston,
      MA 02110

                  Attention:
      Irene Bartenstein

                  Tel:
      617-434-2903

                  Fax:
      617-434-0601

                

              


         

      

                                           

      (c)      
if to any other Lender, to it at its address (or telecopy number) set forth in
its Administrative Questionaire.

      


      (d)      Notices
and other communications to the Lenders hereunder may be delivered or furnished
by electronic communications pursuant to procedures approved by the
Administrative Agent; provided that the
foregoing shall not apply to notices pursuant to Article II unless otherwise
agreed by the Administrative Agent and the applicable Lender.  The
Administrative Agent or the Borrower may, in its discretion, agree to accept
notices and other communications to it hereunder by electronic communications
pursuant to procedures approved by it; provided that
approval of such procedures may be limited to particular notices or
communications.

       

       

       

      
        
          
          

        

        
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      (e)       Any
party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto.  All
notices and other communications given to any party hereto in accordance with
the provisions of this Agreement shall be deemed to have been given on the date
of receipt.

      


                      Section 9.02      Waivers;
Amendments.

      


      (a)           No
failure or delay by the Administrative Agent or any Lender in exercising any
right or power hereunder shall operate as a waiver thereof, nor shall any single
or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or
power.  The rights and remedies of the Administrative Agent and the
Lenders hereunder are cumulative and are not exclusive of any rights or remedies
that they would otherwise have.  No waiver of any provision of this
Agreement or consent to any departure by the Borrower therefrom shall in any
event be effective unless the same shall be permitted by paragraph (b) of
this Section, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given.  Without
limiting the generality of the foregoing, the making of a Loan shall not be
construed as a waiver of any Default, regardless of whether the Administrative
Agent or any Lender may have had notice or knowledge of such Default at the
time.

      


      (b)           Neither
this Agreement nor any provision hereof may be waived, amended or modified
except pursuant to an agreement or agreements in writing entered into by the
Borrower and the Required Lenders or by the Borrower and the Administrative
Agent with the consent of the Required Lenders; provided that no such
agreement shall (i) increase the Commitment of any Lender without the written
consent of such Lender, (ii) reduce the principal amount of any Loan or reduce
the rate of interest thereon, without the written consent of each Lender
directly affected thereby, (iii) postpone the scheduled date of payment of the
principal amount of any Loan or any interest thereon, or reduce the amount of,
waive or excuse any such payment, or postpone the scheduled date of expiration
of any Commitment, without the written consent of each Lender directly affected
thereby, (iv) change Section 2.14(b) or (c) in a manner that would alter the pro
rata sharing of payments required thereby, without the written consent of each
Lender, or (v) change any of the provisions of this Section or the definition of
“Required Lenders” or any other provision hereof specifying the number or
percentage of Lenders required to waive, amend or modify any rights hereunder or
make any determination or grant any consent hereunder, without the written
consent of each Lender; provided further that no such
agreement shall amend, modify or otherwise affect the rights or duties of the
Administrative Agent hereunder without the prior written consent of the
Administrative Agent; provided, further, however, no
Defaulting Lender shall have any right to approve or disapprove any amendment,
waiver or consent hereunder, except that the Commitment of such Lender may not
be increased or extended without the consent of such Lender.

      


                  
   Section
9.03      Expenses; Indemnity; Damage
Waiver.

      


      (a)           The
Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent and its Affiliates, including the reasonable fees, charges
and disbursements of counsel for the Administrative Agent, in connection with
the syndication of the credit facilities provided for herein, the preparation
and administration of this Agreement or any amendments, modifications or waivers
of the provisions hereof (whether or not the transactions contemplated hereby or
thereby shall be consummated) and (ii) all out-of-pocket expenses incurred by
the Administrative Agent or any Lender, including the fees, charges and
disbursements of any counsel for the Administrative Agent or any Lender, in
connection with the enforcement or protection of its rights in connection with
this Agreement, including its rights under this Section, or in connection with
the Loans made hereunder, including all such out-of-pocket expenses incurred
during any workout, restructuring or negotiations in respect of such
Loans.

       

       

       

      
        
          
          

        

        
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      (b)           The
Borrower shall indemnify the Administrative Agent and each Lender, and each
Related Party of any of the foregoing Persons (each such Person being called an
“Indemnitee”)
against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related reasonable out-of-pocket expenses, including
the reasonable fees, charges and disbursements of any counsel for any
Indemnitee, incurred by or asserted against any Indemnitee arising out of, in
connection with, or as a result of (i) the execution or delivery of this
Agreement or any agreement or instrument contemplated hereby, the performance by
the parties hereto of their respective obligations hereunder or the consummation
of the Transactions or any other transactions contemplated hereby, (ii) any
Loan or the use of the proceeds therefrom, (iii) any actual or alleged
presence or Release of Hazardous Materials on or from any property owned or
operated by the Borrower or any of its Subsidiaries, or any Environmental
Liability related in any way to the Borrower or any of its Subsidiaries, or (iv)
any actual or prospective claim, litigation, investigation or proceeding
relating to any of the foregoing, whether based on contract, tort or any other
theory and regardless of whether any Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses are determined by a
court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or wilful misconduct of such
Indemnitee.

      


      (c)           To
the extent that the Borrower fails to pay any amount required to be paid by it
to the Administrative Agent under paragraph (a) or (b) of this Section, each
Lender severally agrees to pay to the Administrative Agent such Lender’s pro
rata share (determined as of the time that the applicable unreimbursed expense
or indemnity payment is sought) based on the amount of its unexpired Commitment
or outstanding Loans or, if no Loans shall be outstanding, on the amount of its
Loans on the most recent date on which Loans were outstanding, of such unpaid
amount; provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against the
Administrative Agent in its capacity as such.

      


      (d)           To
the extent permitted by applicable law, the Borrower shall not assert, and
hereby waives, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) arising out of, in connection with, or as a result of, this
Agreement or any agreement or instrument contemplated hereby, the Transactions,
any Loan or the use of the proceeds thereof.

      


      (e)           All
amounts due under this Section shall be payable promptly after written demand
therefor.

      


                     
Section 9.04      Successors and
Assigns.

      


      (a)           The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted hereby
except that, (i) the Borrower may not assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of each Lender
(and any attempted assignment or transfer by the Borrower without such consent
shall be null and void) and (ii) no Lender may assign or otherwise transfer its
rights or obligations hereunder except in accordance with this
Section.  Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent and
the Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

       

       

       

      
        
          
          

        

        
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      (b)           Any
Lender may assign to one or more assignees all or a portion of its rights and
obligations under this Agreement (including all or a portion of its Commitment
and the Loans at the time owing to it); provided that
(i) except in the case of an assignment to a Lender, an Affiliate of a
Lender or an Approved Fund, each of the Borrower and the Administrative Agent
must give their prior written consent to such assignment (which consent shall in
any case not be unreasonably withheld; it being understood that it is not
unreasonable to withhold consent with respect to any proposed assignment to any
financial institution having net capital and surplus of less than $1,000,000,000
or senior, unsecured, long-term indebtedness for borrowed money with a credit
rating of less than A-), (ii) except in the case of an assignment to a Lender,
an Affiliate of a Lender or an Approved Fund or an assignment of the entire
remaining amount of the assigning Lender’s Commitment or Loans, the amount of
the Commitment or Loans of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Assumption with respect to such
assignment is delivered to the Administrative Agent) shall not be less than
$5,000,000 and after giving effect thereto, the assigning Lender must have
Commitments or Loans aggregating at least $5,000,000, unless each of the
Borrower and the Administrative Agent otherwise consent, (iii) each partial
assignment shall be made as an assignment of a proportionate part of all the
assigning Lender’s rights and obligations under this Agreement, (iv) the parties
to each assignment shall execute and deliver to the Administrative Agent an
Assignment and Assumption, together with a processing and recordation fee of
$3,500, and (v) the assignee, if it shall not be a Lender, shall deliver to
the Administrative Agent an Administrative Questionnaire; and provided further that any
consent of the Borrower otherwise required under this paragraph shall not be
required if an Event of Default under clause (a), (b), (h) or (i) of Article VII
has occurred and is continuing.  Subject to acceptance and recording
thereof pursuant to paragraph (d) of this Section, from and after the
effective date specified in each Assignment and Assumption the assignee
thereunder shall be a party hereto and, to the extent of the interest assigned
by such Assignment and Assumption, have the rights and obligations of a Lender
under this Agreement, and the assigning Lender thereunder shall, to the extent
of the interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender’s rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 2.11, 2.12, 2.13 and
9.03).  Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this paragraph shall
be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with paragraph (e) of
this Section.  By executing and delivering an Assignment and
Assumption, the assigning Lender thereunder and the assignee thereunder shall be
deemed to confirm to and agree with each other and the other parties hereto as
follows:  (1)  such assigning Lender warrants that it is the
legal and beneficial owner of the interest being assigned thereby free and clear
of any adverse claim and that its Commitment, and the outstanding balances of
its Loans, in each case without giving effect to assignments thereof which have
not become effective, are as set forth in such Assignment and Assumption, (2)
except as set forth in (1) above, such assigning Lender makes no representation
or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement, or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement, any other Loan Document or any other instrument or
document furnished pursuant hereto, or the financial condition of the Borrower
or any of its Subsidiaries or the performance or observance by the Borrower or
any of its Subsidiaries of any of its obligations under this Agreement, any Loan
Document or any other instrument or document furnished pursuant hereto, (3) such
assignee represents and warrants that it is legally authorized to enter into
such Assignment and Assumption, (4) such assignee confirms that it has received
a copy of this Agreement, together with copies of the most recent financial
statements referred to in Section 3.04 or delivered pursuant to Section 5.01 and
such other documents and information as it has been deemed appropriate to make
its own credit analysis and decision to enter into such Assignment and
Assumption, (5) such assignee will independently and without reliance upon the
Administrative Agent, such assigning Lender or any other Lender and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
this Agreement, (6) such assignee appoints and authorizes the Administrative
Agent to take such action as agent on its behalf and to exercise such powers
under this Agreement as are delegated to the Administrative Agent by the terms
hereof, together with such powers as are reasonably incidental thereto, and (7)
such assignee agrees that it will perform in accordance with their terms all the
obligations which by the terms of this Agreement are required to be performed by
it as a Lender.

       

       

      
        
          
          

        

        
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      (c)           The
Administrative Agent, acting for this purpose as an agent of the Borrower, shall
maintain at the Administrative Agent’s Office a copy of each Assignment and
Assumption delivered to it and a register for the recordation of the names and
addresses of the Lenders, and the Commitment of, and principal amount of the
Loans owing to, each Lender pursuant to the terms hereof from time to time (the
“Register”).  The
entries in the Register shall be conclusive, and the Borrower, the
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the
contrary.  The Register shall be available for inspection by the
Borrower and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.

      


      (d)           Upon
its receipt of a duly completed Assignment and Assumption executed by an
assigning Lender and an assignee, the assignee’s completed Administrative
Questionnaire (unless the assignee shall already be a Lender hereunder), the
processing and recordation fee referred to in paragraph (b) of this Section
and any written consent to such assignment required by paragraph (b) of this
Section, the Administrative Agent shall accept such Assignment and Assumption
and record the information contained therein in the Register.  No
assignment shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this paragraph.

      


      (e)           Any
Lender may, without the consent of the Borrower or the Administrative Agent,
sell participations to one or more banks or other entities (a “Participant”) in all
or a portion of such Lender’s rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans owing to it); provided that
(i) such Lender’s obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) the Borrower, the
Administrative Agent and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender’s rights and
obligations under this Agreement.  Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver
described in the first proviso to Section 9.02(b) that affects such
Participant.  Subject to paragraph (f) of this Section, the Borrower
agrees that each Participant shall be entitled to the benefits of Sections 2.11,
2.12 and 2.13 to the same extent as if it were a Lender and had acquired its
interest by assignment pursuant to paragraph (b) of this Section.  To
the extent permitted by law, each Participant also shall be entitled to the
benefits of Section 9.08 as though it were a Lender, provided such
Participant agrees to be subject to Section 2.14(c) as though it were a
Lender.

       

       

       

      
        
          
          

        

        
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      (f)           A
Participant shall not be entitled to receive any greater payment under Section
2.11 or 2.13 than the applicable Lender would have been entitled to receive with
respect to the participation sold to such Participant, unless the sale of the
participation to such Participant is made with the Borrower’s prior written
consent.  A Participant that would be a Foreign Lender if it were a
Lender shall not be entitled to the benefits of Section 2.13 unless the
Borrower is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrower, to comply with Section
2.13(e) as though it were a Lender.

      


      (g)           Any
Lender may at any time pledge or assign a security interest in all or any
portion of its rights under this Agreement to secure obligations of such Lender,
including any pledge or assignment to secure obligations to a Federal Reserve
Bank, and this Section shall not apply to any such pledge or assignment of a
security interest; provided that no such
pledge or assignment of a security interest shall release a Lender from any of
its obligations hereunder or substitute any such pledgee or assignee for such
Lender as a party hereto.

      


                 
   Section
9.05     Survival.  All
covenants, agreements, representations and warranties made by the Borrower
herein and in the certificates or other instruments  delivered in
connection with or pursuant to this Agreement shall be considered to have been
relied upon by the other parties hereto and shall survive the execution and
delivery of this Agreement and the making of any Loans, regardless of any
investigation made by any such other party or on its behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge of
any Default or incorrect representation or warranty at the time any credit is
extended hereunder, and shall continue in full force and effect as long as the
principal of or any accrued interest on any Loan or any fee or any other amount
payable under this Agreement is outstanding and unpaid and so long as the
Commitments have not expired or terminated.  The provisions of
Sections 2.11, 2.12, 2.13 and 9.03 and Article VIII shall survive and
remain in full force and effect regardless of the consummation of the
transactions contemplated hereby, the repayment of the Loans, the expiration or
termination of the Commitments or the termination of this Agreement or any
provision hereof.

      


              
      Section
9.06      Counterparts;
Integration; Effectiveness.  This Agreement may be executed in
counterparts (and by different parties hereto on different counterparts), each
of which shall constitute an original, but all of which when taken together
shall constitute a single contract.  This Agreement and any separate
letter agreements with respect to fees payable to the Administrative Agent
constitute the entire contract among the parties relating to the subject matter
hereof and supersede any and all previous agreements and understandings, oral or
written, relating to the subject matter hereof.  Except as provided in
Section 4.01, this Agreement shall become effective when it shall have been
executed by the Administrative Agent and when the Administrative Agent shall
have received counterparts hereof which, when taken together, bear the
signatures of each of the other parties hereto, and thereafter shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.  Delivery of an executed counterpart of a
signature page of this Agreement by telecopy shall be effective as delivery of a
manually executed counterpart of this Agreement.

       

       

       

      
        
          
          

        

        
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      Section
9.07      Severability.  Any
provision of this Agreement held to be invalid, illegal or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions hereof; and the
invalidity of a particular provision in a particular jurisdiction shall not
invalidate such provision in any other jurisdiction.

      


                 
   Section
9.08      Right of
Setoff.  If an Event of Default shall have occurred and be
continuing, each Lender and each of its Affiliates is hereby authorized at any
time and from time to time, to the fullest extent permitted by law, to set off
and apply any and all deposits (general or special, time or demand, provisional
or final) at any time held and other obligations at any time owing by such
Lender or Affiliate to or for the credit or the account of the Borrower against
any of and all the obligations of the Borrower now or hereafter existing under
this Agreement held by such Lender, irrespective of whether or not such Lender
shall have made any demand under this Agreement and although such obligations
may be unmatured.  The rights of each Lender under this Section are in
addition to other rights and remedies (including other rights of setoff) which
such Lender may have.

      


                    
 Section 9.09      Governing Law; Jurisdiction;
Consent to Service of Process.

      


      (a)           This
Agreement shall be construed in accordance with and governed by the law of the
State of New York.

      


      (b)           Each
of the parties hereto hereby irrevocably and unconditionally submits, for itself
and its property, to the nonexclusive jurisdiction of the Supreme Court of the
State of New York sitting in New York County and of the United States District
Court of the Southern District of New York, and any appellate court from any
thereof, in any action or proceeding arising out of or relating to this
Agreement, or for recognition or enforcement of any judgment, and each of the
parties hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in such
New York State or, to the extent permitted by law, in such Federal
court.  Each of the parties hereto agrees 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.  Nothing in this Agreement shall affect any right that the
Administrative Agent or any Lender may otherwise have to bring any action or
proceeding relating to this Agreement against the Borrower or its properties in
the courts of any jurisdiction.

      


      (c)           Each
of the parties hereto hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection which it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement in any court referred to in
paragraph (b) of this Section.  Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.

      


      (d)           Each
party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 9.01.  Nothing in this Agreement
will affect the right of any party to this Agreement to serve process in any
other manner permitted by law.

      


                   
  Section
9.10     WAIVER OF
JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT,
TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT
NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT
IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.

       

       

      
        
          
          

        

        
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 Section
9.11     Headings.  Article
and Section headings and the Table of Contents used herein are for convenience
of reference only, are not part of this Agreement and shall not affect the
construction of, or be taken into consideration in interpreting, this
Agreement.

      


                     
Section
9.12     Confidentiality.  Each
of the Administrative Agent and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its and its Affiliates’ directors, officers,
employees and agents, including accountants, legal counsel and other advisors
(it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep
such Information confidential), (b) to the extent requested by any
regulatory authority, (c) to the extent  required by applicable
laws or regulations or by any subpoena or similar legal process, (d) to any
other party to this Agreement, (e) in connection with the exercise of any
remedies hereunder or any suit, action or proceeding relating to this Agreement
or the enforcement of rights hereunder, (f) subject to an agreement containing
provisions substantially the same as those of this Section, to (i) any assignee
of or Participant in, or any prospective assignee of or Participant in, any of
its rights or obligations under this Agreement or (ii) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to
the Borrower and its obligations, (g) with the consent of the Borrower, or
(h) to the extent such Information (i) becomes publicly available
other than as a result of a breach of this Section or (ii) becomes
available to the Administrative Agent or any Lender on a nonconfidential basis
from a source other than the Borrower.  For the purposes of this
Section, “Information” means
all information received from the Borrower relating to the Borrower or its
business, other than any such information that is available to the
Administrative Agent or any Lender on a nonconfidential basis prior to
disclosure by the Borrower; provided that, in the
case of information received from the Borrower after the date hereof, such
information is clearly identified at the time of delivery as
confidential.  Any Person required to maintain the confidentiality of
Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such Information as such Person would
accord to its own confidential information.

      


      Notwithstanding anything herein to the
contrary, “Information” shall not include, and the Administrative Agent and each
Lender may disclose to any and all persons, without limitation of any kind, any
information with respect to the U.S. federal income tax treatment and U.S.
federal income tax structure of the transactions contemplated hereby and all
materials of any kind (including opinions or other tax analyses) that are
provided to the Administrative Agent or such Lender relating to such tax
treatment and tax structure.

      


                     
Section
9.13     Interest
Rate Limitation.  Notwithstanding anything herein to the
contrary, if at any time the interest rate applicable to any Loan, together with
all fees, charges and other amounts which are treated as interest on such Loan
under applicable law (collectively, the “Charges”), shall
exceed the maximum lawful rate (the “Maximum Rate”) which
may be contracted for, charged, taken, received or reserved by the Lender
holding such Loan in accordance with applicable law, the rate of interest
payable in respect of such Loan hereunder, together with all Charges payable in
respect thereof, shall be limited to the Maximum Rate and, to the extent lawful,
the interest and Charges that would have been payable in respect of such Loan
but were not payable as a result of the operation of this Section shall be
cumulated and the interest and Charges payable to such Lender in respect of
other Loans or periods shall be increased (but not above the Maximum Rate
therefor) until such cumulated amount, together with interest thereon at the
Federal Funds Effective Rate to the date of repayment, shall have been received
by such Lender.

       

       

       

      
        
          
          

        

        
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                      Section
9.14      USA Patriot
Act.  Each Lender hereby notifies the Borrower that pursuant to
the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed
into law October 26, 2001)) (the “Act”), it is required
to obtain, verify and record information that identifies the Borrower, which
information includes the name and address of the Borrower and other information
that will allow such Lender to identify the Borrower in accordance with the
Act.

      


                   
   Section 9.15     No
Advisory or Fiduciary Relationship.  In connection with all
aspects of each transaction contemplated hereby (including in connection with
any amendment, waiver or other modification hereof or of any other Loan
Document), the Borrower acknowledges and agrees that:
(i) (A) the arranging and other services regarding this Agreement provided by
the Administrative Agent and the Joint Lead Arrangers are arm’s-length
commercial transactions between the Borrower and its Affiliates, on the one
hand, and the Administrative Agent and the Joint Lead Arrangers, on the other
hand, (B) the
Borrower has consulted its own legal, accounting, regulatory and tax advisors to
the extent it has deemed appropriate, and (C) the Borrower is capable of
evaluating, and understands and accepts, the terms, risks and conditions of the
transactions contemplated hereby and by the other Loan Documents; (ii) (A) the
Administrative Agent and the Joint Lead Arrangers are and have been acting
solely as a principal and, except as expressly agreed in writing by the relevant
parties, have not been, are not, and will not be acting as an advisor, agent or
fiduciary for the Borrower or
any of its Affiliates, or any other Person and (B) neither the Administrative
Agent nor any Joint Lead Arranger has any obligation to the Borrower or any of
its Affiliates with respect to the transactions contemplated hereby except those
obligations expressly set forth herein and in the other Loan Documents; and
(iii) the Administrative Agent and the Joint Lead Arrangers and their respective
Affiliates may be engaged in a broad range of transactions that involve
interests that differ from those of the Borrower and its Affiliates, and neither
the Administrative Agent nor any Joint Lead Arranger has any obligation to
disclose any of such interests to the Borrower or any of its
Affiliates.  To the fullest extent permitted by law, the Borrower
hereby waives and releases any claims that it may have against the
Administrative Agent and each Joint Lead Arranger with respect to any breach or
alleged breach of agency or fiduciary duty in connection with any aspect of any
transaction contemplated hereby.

       

       

      
        
          
          

        

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

      


      
        
          
            
              	
                      BORROWER:

                    	
                      ARCH
      CHEMICALS, INC.

                    	 
	 
      	 
	 
      	 
      	 
	 
      	
                      By:

                    	
                      /s/
      W. Paul Bush

                    	 
	 
      	 
      	
                      Name: W.
      Paul Bush

                    	 
	 
      	 
      	
                      Title:   
      Treasurer

                    	 


            

          

        

      

       

       

      
 

      
        
          
            Signature
Pages to

            Arch Chemicals
Credit Agreement

          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

      
 

      
        
          
            
              	
                      ADMINISTRATIVE
      AGENT:

                    	
                      BANK
      OF AMERICA, N.A.,

                      as
      Administrative Agent

                    	 
	 
      	 
	 
      	 
      	 
	 
      	
                      By:

                    	
                      /s/
      Anthony Kell

                    	 
	 	 
      	
                      Name:  Anthony
      Kell

                    	 
	 
      	 
      	
                      Title:   
      Assistant Vice President

                    	 


            

          

        

      

      


       

       

       

      
        
          
            Signature
Pages to

            Arch Chemicals
Credit Agreement

          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
 

      
        
          
            
              	
                      LENDERS:

                    	
                      BANK
      OF AMERICA, N.A.,

                      as
      a Lender

                    	 
	 
      	 
	 
      	 
      	 
	 	
                      By:

                    	
                      /s/
      Irene Bertozzi Bartenstein 

                    	 
	 
      	 
      	
                      Name:  Irene
      Bertozzi Bartenstein

                    	 
	 
      	 
      	
                      Title:   
      Bank of America, N.A.

                    	 


            

          

        

      

      


       

       

      
        
          
            Signature
Pages to

            Arch Chemicals
Credit Agreement

          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

      
        
          
            
              
                	
                         

                      	
                        
                          RBS
      CITIZENS, N.A.,

                          as
      Syndication Agent and as a Lender

                        

                      	 
	 
      	 
	 
      	 
      	 
	 	
                        By:

                      	
                        
                          /s/
      Carlos Calixto

                        

                      	 
	 
      	 
      	
                        
                          Name:  Carlos
      Calixto

                        

                      	 
	 
      	 
      	
                        
                          Title:    Vice President

                        

                      	 


              

            

          

        

        

 

      

      
        
          
            
              
                
                  
                    
                      
                        
                          
                             

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

       

       

      
        
          
            Signature
Pages to

            Arch Chemicals
Credit Agreement

          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

      
         

        
          
            
              
                
                  	
                           

                        	
                          
                            
                              KEYBANK,
      N.A.,

                              as
      a Co-Documentation Agent and as a Lender

                            

                          

                        	 
	 
      	 
	 
      	 
      	 
	 	
                          By:

                        	
                          
                            
                              /s/
      Brian P. Fox

                            

                          

                        	 
	 
      	 
      	
                          
                            
                              Name:  Brian
      P. Fox

                            

                          

                        	 
	 
      	 
      	
                          
                            
                              Title:   Assistant Vice
    President

                            

                          

                        	 


                

              

            

          

          
 

        

      

       

       

      
        
          
            Signature
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            Arch Chemicals
Credit Agreement

          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
         

        
           

          
            
              
                
                  
                    	
                             

                          	
                            
                              
                                
                                  WACHOVIA
      BANK, N.A.,

                                  as
      a Co-Documentation Agent and as a Lender

                                

                              

                            

                          	 
	 
      	 
	 
      	 
      	 
	 	
                            By:

                          	
                            
                              
                                /s/
      John J. Mulvey 

                              

                            

                          	 
	 
      	 
      	
                            
                              
                                
                                  Name:  John
      J. Mulvey

                                

                              

                            

                          	 
	 
      	 
      	
                            
                              
                                
                                  Title:    Senior Vice
      President

                                

                              

                            

                          	 


                  

                

              

            

            

 

          

        

      

       

       

      
        
          
            Signature
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            Arch Chemicals
Credit Agreement

          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

       

      
         

        
           

          
            
              
                
                  
                    	
                             

                          	
                            
                              
                                
                                  
                                    THE
      NORTHERN TRUST COMPANY,

                                    as
      a Lender

                                  

                                

                              

                            

                          	 
	 
      	 
	 
      	 
      	 
	 	
                            By:

                          	
                            
                              
                                
                                  /s/
      Tamara M. Dowd

                                

                              

                            

                          	 
	 
      	 
      	
                            
                              
                                
                                  
                                    Name:  Tamara
      M. Dowd

                                  

                                

                              

                            

                          	 
	 
      	 
      	
                            
                              
                                
                                  Title:    Vice
      President

                                

                              

                            

                          	 


                  

                

              

            

            



          

        

      

       

       

      
        
          
            Signature
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            Arch Chemicals
Credit Agreement

          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      
         

        
           

          
            
              
                
                  
                    	
                             

                          	
                            
                              
                                
                                  
                                    
                                      U.S.
      BANK N.A.,

                                      as
      a Lender

                                    

                                  

                                

                              

                            

                          	 
	 
      	 
	 
      	 
      	 
	 	
                            By:

                          	
                            
                              
                                
                                  
                                    /s/
      John M. Lokay, Jr.

                                  

                                

                              

                            

                          	 
	 
      	 
      	
                            
                              
                                
                                  
                                    
                                      Name:  John
      M. Lokay, Jr.

                                    

                                  

                                

                              

                            

                          	 
	 
      	 
      	
                            
                              
                                
                                  Title:    Vice
      President

                                

                              

                            

                          	 


                  

                

              

            

            
 

             

            Signature
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        Arch Chemicals
Credit Agreement