Fifth Amendment to Receivables Purchase Agreement



 Exhibit 10.2 
  
 FIFTH AMENDMENT TO 
 RECEIVABLES
PURCHASE AGREEMENT 
  
 THIS FIFTH AMENDMENT TO RECEIVABLES
PURCHASE AGREEMENT, dated as of January 9, 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. 
  
 Section
9.1(h)(iii) of the Agreement is hereby deleted and replaced with the following: 
  
 “the three-month rolling average Dilution Ratio shall exceed 8.25%.” 
  
 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. 
  
 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 $10,000 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. 
  
  

 -2- 








 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/    Douglas R. Wilson, Sr.         
	 	 	

	 	 	 Name: Douglas R. Wilson, Sr.

	 	 	 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
9th day of January, 2004 
  

			
	 WACHOVIA BANK,
 NATIONAL ASSOCIATION,
 as sole Liquidity Bank
  

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

	 	 	 Name: Gary G. Fleming, Jr.

	 	 	 Title:



  
  
 [end of signatures]