Sixth Amendment to Receivables Purchase Agreement



 Exhibit 10.3 
  
 SIXTH AMENDMENT TO 
 RECEIVABLES
PURCHASE AGREEMENT 
 (Arch Chemical Receivables Corp.) 
  
 THIS SIXTH AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT, dated as of March 31, 2004 (this
“Amendment”), is entered into by and among ARCH CHEMICALS RECEIVABLES CORP., as seller (the “Seller”), ARCH CHEMICALS, INC., as the servicer (the “Servicer”), BLUE RIDGE ASSET
FUNDING CORPORATION, as a purchaser (“Blue Ridge”) and WACHOVIA BANK, NATIONAL ASSOCIATION (f/k/a Wachovia Bank, N.A.), as the Agent. Capitalized terms used and not otherwise defined herein are used as defined in the
Agreement (as defined below and amended hereby). 
  
 WHEREAS, the parties hereto have entered into that certain Receivables Purchase Agreement, dated as of March 19, 2002 (as amended, restated, supplemented or otherwise modified to the date hereof, the
“Agreement”); 
  
 WHEREAS, the
parties hereto desire to amend the Agreement in certain respects as hereinafter set forth; 
  
 NOW THEREFORE, in consideration of the premises and the other mutual covenants contained herein, the parties hereto agree as follows: 
  
 Section 1.1 Amendments. 
  
 (a) Section 9.1(h)(iii) of the Agreement is hereby deleted and replaced with the following: 
  
 “(iii) the three-month rolling average Dilution Ratio
shall exceed, during the Calculation Periods of May through and including October, 5.9% and during the Calculation Periods of November through and including April, 7.5%.” 
  
 (b) Clause (v) of the definition of “Eligible Receivable” in Exhibit I to the Agreement is hereby deleted and
replaced with the following: 
  
 “(v) which
by its terms is due and payable within 120 days from the original billing date therefor and has not had its payment terms extended more than once; provided, however, that the aggregate Outstanding Balance of all 60+ Receivables constituting
Eligible Receivables shall not at any time exceed 4% of the aggregate Outstanding Balance of all Eligible Receivables,” 







 (c) Clause (i) of the definition of “Liquidity Termination Date” is hereby deleted and replaced
with the following: 
  
 “(i) the earlier of
(A) March 30, 2005 or such later date as the Liquidity Banks may agree in their sole discretion, but not later than 364 days following the then Purchase Termination Date (as such term is defined in the Liquidity Agreement) and (B) the date on which
the Liquidity Bank’s Liquidity Commitments otherwise cease to be available to Blue Ridge or otherwise cease to be in full force and effect; or” 
  
 (d) The definition of “Required Reserve Factor Floor” in Exhibit I to the Agreement is hereby deleted and replaced with the following:

  
 “Required Reserve Factor Floor:
For any Calculation Period, the sum (expressed as a percentage) of (i) for the months of (a) January and February, 14%, (b) March, April, May, June, July and August, 20% and (c) September, October, November and December, 14% and (ii) the product of
the Adjusted Dilution Ratio and the Dilution Horizon Ratio, in each case as of the immediately preceding Cut-off Date.” 
  
 (e) The following new definition of “60+ Receivable” is hereby added at to Exhibit I to the Agreement: 
  
 “60+ Receivable: Any Receivable that by its
terms is due and payable more than 60 days, but less than 121 days from the original billing date therefor.” 
  
 Section 1.2 Reference to and Effect on the Agreement and the Related Documents. 
  
 (a) Upon the effectiveness of this Amendment, (i) each of the Seller Parties
hereby reaffirms all representations and warranties made by it in Article V of the Agreement (as amended hereby) and agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date
of this Amendment, (ii) each of the Seller Parties hereby represents and warrants that no Amortization Event or Unmatured Amortization Event shall have occurred and be continuing and (iii) each reference in the Agreement to “this
Agreement”, “hereunder”, “hereof”, “herein” or words of like import shall mean and be, and any references to the Agreement in any other document, instrument or agreement executed and/or delivered in connection with
the Agreement shall mean and be, a reference to the Agreement as amended hereby. 
  
 (b) The Seller hereby agrees that in addition to any costs otherwise required to be paid pursuant to the Transaction Documents, the Seller shall pay the reasonable legal fees and out-of pocket expenses of the
Agent’s counsel, Hunton & Williams, and all audit fees and due diligence costs incurred by the Agent in connection with the consummation of this Amendment. 
  

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 Section 1.3 Effectiveness and Effect. 
  
 This Amendment shall be effective on the day (the “Amendment
Effective Date”) on which the last to occur of the following: (i) execution by the Seller Parties of this Amendment and (ii) payment to the Agent of an amendment fee in the amount of $2,500 by wire transfer in immediately available
funds. Except as otherwise amended by this Amendment, the Agreement shall continue in full force and effect and is hereby ratified and confirmed. 
  
 Section 1.4 Governing Law. 
  
 This Amendment will be governed by and construed in accordance with the laws of the State of New York. 
  
 Section 1.5 Severability. 
  
 Each provision of this Amendment shall be severable from every other
provision of this Amendment for the purpose of determining the legal enforceability of any provision hereof, and the unenforceability of one or more provisions of this Amendment in one jurisdiction shall not have the effect of rendering such
provision or provisions unenforceable in any other jurisdiction. 
  
 Section 1.6 Counterparts. 
  
 This
Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page by facsimile
shall be effective as delivery of a manually executed counterpart of this Amendment. 
  

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

			
	 ARCH CHEMICALS RECEIVABLES CORP.,
 as the
Seller

		
	By:	 	/s/    W. Paul Bush         
	 	 	

	Name:	 	W. Paul Bush
	Title:	 	VP & Treasurer


  

			
	 ARCH CHEMICALS, INC.,
 as the Servicer

		
	By:	 	/s/    W. Paul Bush         
	 	 	

	Name:	 	W. Paul Bush
	Title:	 	VP & Treasurer


  
 [additional
signatures to follow] 








			
	 BLUE RIDGE ASSET FUNDING
 CORPORATION,
 as a Purchaser

		
	 	 	 by Wachovia Capital Markets, LLC,
      as Attorney-in-Fact



  

			
		
	By:	 	/s/    Bryan P. McGrath         
	 	 	

	Name:	 	Bryan P. McGrath
	Title:	 	Vice President


  

			
	 WACHOVIA BANK,
 NATIONAL
ASSOCIATION,
 as Agent



  

			
		
	By:	 	/s/    Gary G. Fleming, Jr.         
	 	 	

	Name:	 	Gary G. Fleming, Jr.
	Title:	 	Director


  
 Consented to this 31 day of March, 2004 
  

			
	 WACHOVIA BANK,
 NATIONAL
ASSOCIATION,
 as sole Liquidity Bank

		
	By:	 	/s/    Gary G. Fleming, Jr.         
	 	 	

	Name:	 	Gary G. Fleming, Jr.
	Title:	 	Director


  
 [end of
signatures]