EX-10 4 dex10.txt FIRST AMENDMENT DATED APRIL 10, 2002 Exhibit 10 FIRST AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT THIS FIRST AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT, dated as of April 10, 2002 (this "Amendment"), is entered into by and among Arch Chemicals --------- Receivables Corp., a Delaware corporation ( the "Seller") as seller, Arch ------ Chemicals, Inc., a Virginia corporation ("Arch"), as initial servicer, Blue Ridge Asset Funding Corporation, a Delaware corporation ("Blue Ridge"), as ---------- purchaser and Wachovia Bank, National Association (f/k/a Wachovia Bank, N.A.), a national banking association ("Wachovia") as Agent. Capitalized terms used and -------- not otherwise defined herein are used as defined in the Agreement. WHEREAS, the Seller, Arch, Blue Ridge and Wachovia entered into that certain Receivables Purchase Agreement, dated as of March 19, 2002 (the "Agreement"); --------- WHEREAS, the parties hereto desire to amend the Agreement in certain respects as provided herein; NOW THEREFORE, in consideration of the premises and the other mutual covenants contained herein, the parties hereto agree as follows: SECTION 1. Amendments to the Agreement. ---------------------------- (a) The definition of "Obligor Concentration Limit" is hereby amended by adding the following new sentence at the end thereof: "Subject to the provisions of clause (iii) above, for each Calculation ------------ Period from March to and including August of each calendar year, Wal-Mart Stores Inc. and its Affiliates shall be a special Obligor with a Special Obligor Concentration Limit of 6% plus the applicable concentration limit determined in accordance with the table above." (b) The definition of "Required Reserve Factor Floor" is hereby amended by deleting clause (i) therein and substituting in lieu thereof the following new clause (i): "(i) 14% (provided that for each Calculation Period from March to and including August of each calendar year, the percentage shall be 20% instead of 14%) plus" SECTION 2. Amended Agreements in Full Force and Effect as Amended. ------------------------------------------------------ Except as specifically amended hereby, the Agreement shall remain in full force and effect. This Amendment shall not constitute a novation of the Agreement, but shall constitute an amendment thereof. The parties hereto agree to be bound by the terms and conditions of the Agreement, as amended by this Amendment, as though such terms and conditions were set forth herein. SECTION 3. Miscellaneous. ------------- (a) This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile shall be effective as delivery of a manually executed counterpart of this Amendment. (b) The descriptive headings of the various sections of this Amendment are inserted for convenience of reference only and shall not be deemed to affect the meaning or construction of any of the provisions hereof. (c) This Amendment may not be amended or otherwise modified except as provided in the Agreement. (d) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO CONFLICT OF LAWS PRINCIPLES OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW. [remainder of page intentionally left blank] - 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. By: /s/ W. Paul Bush ------------------------------- Name: W. Paul Bush ----------------------------- Title: V.P. and Treasurer ---------------------------- Address: US Mail: ------- c/o Arch Chemicals, Inc. 501 Merritt 7 P.O. Box 5204 Norwalk, CT 06856-5204 Hand Delivery: ------------- c/o Arch Chemicals, Inc. 501 Merritt 7 Norwalk, CT 06851 Attention: Corporate Secretary Phone: (203) 229-2900 Fax: (203) 229-2713 ARCH CHEMICALS, INC. By: /s/ W. Paul Bush ----------------------------- Name: W. Paul Bush ----------------------------- Title: V.P. and Treasurer ----------------------------- Address: US Mail: ------- 501 Merritt 7 P.O. Box 5204 Norwalk, CT 06856-5204 Hand Delivery: ------------- 501 Merritt 7 Norwalk, CT 06851 Attention: Corporate Secretary Phone: (203) 229-2900 Fax: (203) 229-2713 BLUE RIDGE ASSET FUNDING CORPORATION By: Wachovia Bank, National Association, as Attorney-in-Fact By: /s/ Kenny Karpowicz ----------------------------------- Name: Kenny Karpowicz --------------------------------- Title: Vice President -------------------------------- Address: c/o Wachovia Bank, National Association, as Administrative Agent 100 North Main Street Winston-Salem, NC 27150 Telephone:(336) 735-6097 Fax: (336) 735-6099 WACHOVIA BANK, NATIONAL ASSOCIATION, as a Liquidity Bank and as Agent By: /s/ W. Adrian Jordan ----------------------------------- Name: W. Adrian Jordan --------------------------------- Title: Director --------------------------------- Address: 191 Peachtree Street, N.E., GA-8047 Atlanta, Georgia 30303 Telephone: (404) 332-1398 Fax: (404) 332-5152