8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________

FORM 8-K

_____________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 27, 2005

____________________

ARCH CHEMICALS, INC.

(Exact name of registrant as specified in its charter)

____________________

Virginia	1-14601	06-1526315
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

501 Merritt 7, Norwalk, CT	06851
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (203) 229-2900

(N/A)

(Former name or former address, if changed since last report)

_________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On June 27, 2005, Arch Chemicals, Inc. (the “Company”) entered into a new accounts receivable securitization program with Three Pillars Funding LLC and SunTrust Capital Markets, Inc. to replace the Company’s previous program with Blue Ridge Asset Funding Corporation and Wachovia Bank, National Association, which had expired. Under the Receivables Sale Agreement, dated as of June 27, 2005, the Company and certain of its subsidiaries will sell, without recourse, certain accounts receivable to the Company’s wholly-owned subsidiary, Arch Chemicals Receivables Corp., a special-purpose corporation. Under the Receivables Purchase Agreement, dated as of June 27, 2005, Arch Chemicals Receivables Corp. may sell, on an ongoing basis, participation interests in these accounts receivable to Three Pillars Funding LLC for a maximum purchase price of up to $80.0 million during the months of February through August and $40.0 million during the other months. SunTrust Capital Markets, Inc., will act as Administrator for Three Pillars Funding LLC under the program. Three Pillars Funding LLC will fund its purchases through the issuance of commercial paper or borrowings from SunTrust Bank under a liquidity facility. The program is renewable annually and expires on July 7, 2008. The Company has agreed to provide servicing for the accounts receivable collections. The amount of participation interests sold to Three Pillars Funding LLC under the program is subject to change based on the level of eligible receivables. Conformed copies of the Receivables Sale Agreement and the Receivables Purchase Agreement are filed as exhibits hereto and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

10.1.	Receivables Sale Agreement, dated as of June 27, 2005, among Arch Chemicals, Inc., as an Originator, Arch Chemicals Specialty Products, Inc., as an Originator, Arch Treatment Technologies, Inc., as an Originator, Arch Wood Protection, Inc., as an Originator, Arch Personal Care Products, L.P., as an Originator, and Arch Chemicals Receivables Corp., as Buyer.
10.2	Receivables Purchase Agreement, dated as of June 27, 2005, among Arch Chemicals Receivables Corp., as Seller, Arch Chemicals, Inc., as Initial Servicer, Three Pillars Funding LLC and SunTrust Capital Markets, Inc., as Administrator.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 30, 2005
	ARCH CHEMICALS, INC.
	By:	/s/ Louis S. Massimo
		Name:Louis S. Massimo
		Title: Executive Vice President and Chief Executive Officer

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Exhibit Index

Exhibit No.	Description
10.1.	Receivables Sale Agreement, dated as of June 27, 2005, among Arch Chemicals, Inc., as an Originator, Arch Chemicals Specialty Products, Inc., as an Originator, Arch Treatment Technologies, Inc., as an Originator, Arch Wood Protection, Inc., as an Originator, Arch Personal Care Products, L.P., as an Originator, and Arch Chemicals Receivables Corp., as Buyer.
10.2	Receivables Purchase Agreement, dated as of June 27, 2005, among Arch Chemicals Receivables Corp., as Seller, Arch Chemicals, Inc., as Initial Servicer, Three Pillars Funding LLC and SunTrust Capital Markets, Inc., as Administrator.

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EX-10.1

Exhibit 10.1

RECEIVABLES SALE AGREEMENT

DATED AS OF JUNE 27, 2005

among

ARCH CHEMICALS, INC.,

as an Originator,

ARCH CHEMICALS SPECIALTY PRODUCTS, INC., as an Originator,

ARCH TREATMENT TECHNOLOGIES, INC.

as an Originator,

ARCH WOOD PROTECTION, INC.,

as an Originator,

ARCH PERSONAL CARE PRODUCTS, L.P.,

as an Originator,

and

ARCH CHEMICALS RECEIVABLES CORP.,

as Buyer

TABLE OF CONTENTS

Page

Article I Amounts and Terms of the Purchase		1
Section 1.1	Initial Contribution of Receivables.	1
Section 1.2	Purchase of Receivables.	2
Section 1.3	Payment for the Purchase.	3
Section 1.4	Purchase Price Credit Adjustments.	5
Section 1.5	Payments and Computations, Etc.	5
Section 1.6	Transfer of Records.	6
Section 1.7	Characterization.	6
Article II Representations and Warranties		7
Section 2.1	Representations and Warranties of each Originator.	7
Article III Conditions of Purchase		11
Section 3.1	Conditions Precedent to Purchase.	11
Section 3.2	Conditions Precedent to Subsequent Purchases.	11
Article IV Covenants		12
Section 4.1	Affirmative Covenants of Originators.	12
Section 4.2	Negative Covenants of Originators.	17
Article V Termination Events		19
Section 5.1	Termination Events.	19
Section 5.2	Remedies.	21
Article VI Indemnification		21
Section 6.1	Indemnities by Originators.	21
Section 6.2	Other Costs and Expenses.	24
Article VII Miscellaneous		24
Section 7.1	Waivers and Amendments.	24
Section 7.2	Notices.	24
Section 7.3	Protection of Ownership Interests of Buyer.	24
Section 7.4	Confidentiality.	26
Section 7.5	Bankruptcy Petition.	27
Section 7.6	Limitation of Liability.	27
Section 7.7	CHOICE OF LAW.	27
Section 7.8	CONSENT TO JURISDICTION.	27
Section 7.9	WAIVER OF JURY TRIAL.	28
Section 7.10	Integration; Binding Effect; Survival of Terms.	28
Section 7.11	Counterparts; Severability; Section References.	29

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Exhibit

Exhibit I	Definitions
Exhibit II	Jurisdiction of Organization; Principal Place of Business; Location(s) of Records; Federal Employer Identification Number; Other Names
Exhibit III	Lock-Boxes; Collection Accounts; Collection Banks
Exhibit IV	Form of Compliance Certificate
Exhibit V	Copy of Credit and Collection Policy
Exhibit VI	Form of Subordinated Note
Exhibit VII	Form of Purchase Report
Schedules
Schedule A	List of Documents to Be Delivered to Buyer on or Prior to the Purchase
Schedule 1.1	Initial Contributed Receivables

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RECEIVABLES SALE AGREEMENT

THIS RECEIVABLES SALE AGREEMENT, dated as of June 27, 2005, is by and among ARCH CHEMICALS, INC., a Virginia corporation, ARCH CHEMICALS SPECIALTY PRODUCTS, INC., a Delaware corporation, ARCH TREATMENT TECHNOLOGIES, INC., a Virginia corporation, ARCH WOOD PROTECTION, INC., a Delaware corporation, ARCH PERSONAL CARE PRODUCTS, L.P., a New Jersey limited partnership (each, an “Originator” and collectively, the “Originators”), and ARCH CHEMICALS RECEIVABLES CORP., a Delaware corporation (“Buyer”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I hereto (or, if not defined in Exhibit I hereto, the meaning assigned to such term in Exhibit I to the Purchase Agreement).

PRELIMINARY STATEMENTS

Each Originator now owns, and from time to time hereafter will own, Receivables. Such Originator wishes to sell and assign to Buyer, and Buyer wishes to purchase from such Originator, all of such Originator’s right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto.

Each Originator and Buyer intend the transactions contemplated hereby to be true sales of the Receivables from such Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and the Originators and Buyer do not intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to any Originator.

Following the purchase of Receivables from the Originators, Buyer will sell undivided interests therein and in the associated Related Security and Collections pursuant to that certain Receivables Purchase Agreement dated as of June 27, 2005 (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the “Purchase Agreement”) among Buyer, Arch Chemicals, Inc. (“Arch Chemicals”), as initial Servicer, Three Pillars Funding LLC (“TPF”), and SunTrust Capital Markets, Inc. (“STCM”), as agent and administrator pursuant to the terms of the Purchase Agreement (in such capacity, the “Administrator”).

NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements herein contained and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Article I

Amounts and Terms of the Purchase

Section 1.1Initial Contribution of Receivables.

On the date hereof, each Originator does hereby contribute, assign, transfer, set-over and otherwise convey to Buyer, and Buyer does hereby accept from such Originator, Receivables originated by such Originator and existing as of the close of business on the Business Day immediately prior to the date hereof (the “Initial Cutoff Date”) having an aggregate Outstanding Balance in the amounts set forth on Schedule 1.1 (the “Initial Contributed Receivables”), together with all Related Security relating thereto and all Collections thereof.

Section 1.2Purchase of Receivables.

(a)Effective on the date hereof, in consideration for the Purchase Price and upon the terms and subject to the conditions set forth herein, each Originator does hereby sell, assign, transfer, set-over and otherwise convey to Buyer, without recourse (except to the extent expressly provided herein), and Buyer does hereby purchase from each Originator, all of such Originator’s right, title and interest in and to all Receivables existing as of the close of business on the Initial Cutoff Date (other than the Initial Contributed Receivables) and all Receivables thereafter arising through and including the Termination Date, together, in each case, with all Related Security relating thereto and all Collections thereof. In accordance with the preceding sentence, on the date hereof Buyer shall acquire all of each Originators’ right, title and interest in and to all Receivables existing as of the Initial Cut-Off Date and thereafter arising through and including the Termination Date, together with all Related Security relating thereto and all Collections thereof. Buyer shall be obligated to pay the Purchase Price for the Receivables purchased hereunder in accordance with Section 1.3.

(b)On the Monthly Reporting Date, each Originator shall (or shall require the Servicer to) deliver to Buyer a report in substantially the form of Exhibit VII hereto (each such report being herein called a “Purchase Report”) with respect to the Receivables sold by each Originator to Buyer during the Settlement Period then most recently ended. In addition to, and not in limitation of, the foregoing, in connection with the payment of the Purchase Price for any Receivables purchased hereunder, Buyer may request that each Originator deliver, and each Originator shall deliver, such approvals, opinions, information or documents as Buyer may reasonably request.

(c)It is the intention of the parties hereto that the Purchase of Receivables made hereunder shall constitute a sale and/or contribution, which sale and/or contribution, as the case may be, is absolute and irrevocable and provides Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Creditsowed pursuant to Section 1.4, the sale of Receivables hereunder is made without recourse to any Originator; provided, however, that (i) each Originator shall be liable to Buyer for all representations, warranties, covenants and indemnities made by such Originator pursuant to the terms of the Transaction Documents to which such Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of any Originator or any other Person arising in connection with the Receivables, the related Contracts and/or other Related Security or any other obligations of any Originator. In view of the intention of the parties hereto that the Purchase of Receivables made hereunder shall constitute a sale of such Receivables rather than loans secured thereby, each Originator agrees that it will, on or prior to thedate hereof and in accordance with Section 4.1(e)(ii), mark its master data processing system and all accounts receivable reports generated thereby, each Confidential Contract and its records relating to all other Contracts with a legend reasonably acceptable to Buyer and to the Administrator (as Buyer’s assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that its Receivables have been absolutely transferred to Buyer. Upon the request of Buyer or the Administrator (as Buyer’s assignee), each Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables and theRelated Security and Collections with respect thereto, or as Buyer or the Administrator (as Buyer’s assignee) may reasonably request; provided, however, that unless and until an Amortization Event or an Unmatured Amortization Event has occurred, none of the Originators shall be required to take any actions to establish, maintain or perfect the Buyer’s ownership interest in the Related Security other than the filing of financing statements under the UCC of all appropriate jurisdictions.

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Section 1.3Payment for the Purchase.

(a)The Purchase Price for the Purchase of Receivables in existence as of the close of business on the Initial Cutoff Date (other than the Initial Contributed Receivables) shall be payable in full by Buyer to each Originator on the date hereof, and shall be paid to each Originator in the following manner:

(i)by delivery of immediately available funds, to the extent of funds on hand to Buyer or made available to Buyer in connection with its subsequent sale of an interest in such Receivables to TPF under the Purchase Agreement; providedthat a portion of such funds shall be offset by amounts such Originator has agreed to make as capital contributions such that after giving effect thereto, the Buyer’s Net Worth shall not be less than the Required Capital Amount, and

(ii)the balance, by delivery of the proceeds of the related subordinated revolving loan from such Originator to Buyer (each, a “Subordinated Loan” and collectively, the “Subordinated Loans”) in an amount not to exceed the least of (A) the remaining unpaid portion of such Purchase Price, (B) the maximum Subordinated Loan that could be borrowed without rendering Buyer’s Net Worth less than the Required Capital Amount, and (C) fifteen percent (15%) of such Purchase Price. Each Originator is hereby authorized by Buyer to endorse on the schedule attached to the related Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respectthereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder.

The Purchase Price for each Receivable coming into existence and purchased by the Buyer after the Initial Cutoff Date shall be due and owing in full by Buyer to the related Originator or its designee on the date each such Receivable came into existence (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by such Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to such Originator in the manner provided in the following paragraphs (b), (c) and (d).

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(b)With respect to any Receivables coming into existence after the Initial Cutoff Date, on each Settlement Date, Buyer shall pay, to the relevant Originator, the Purchase Price therefor in accordance with Section 1.3(d) and in the following manner:

first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to TPF under the Purchase Agreement or other cash on hand; and

second, either (i) by delivery of the proceeds of the related Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.3(a)(ii) or (ii) unless such Originator or Buyer has declared the Termination Date to have occurred pursuant to this Agreement, by accepting a contribution to its capital in an amount equal to the remaining unpaid balance of such Purchase Price.

Subject to the limitations set forth in Section 1.3(a)(ii), each Originator irrevocably agrees to advance each related Subordinated Loan requested by Buyer on or prior to the Termination Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the related Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, TPF.

(c)From and after the Termination Date, no Originator shall be obligated to (but may, at its option): (i) sell Receivables to Buyer, or (ii) contribute Receivables to Buyer’s capital pursuant to clause third of Section 1.3(b) unless, in either case, such Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans, other cash on hand or otherwise.

(d)Although the Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be due and payable in full by Buyer to the related Originator on the date such Receivable came into existence, settlement of the Purchase Price between Buyer and such Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables coming into existence during the same Calculation Period and based on the information contained in the Purchase Report delivered by such Originator for the Calculation Period then most recently ended. Although settlement shall be effected on Settlement Dates, increases or decreases in the amount owing under the related Subordinated Note made pursuant to Section 1.3 and any contribution of capital by an Originator to Buyermade pursuant to Section 1.3(b) shall be deemed to have occurred and shall be effective as of the last Business Day of the Calculation Period to which such settlement relates.

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Section 1.4Purchase Price Credit Adjustments.

If on any day:

(a)the Outstanding Balance of a Receivable is:

(i)reduced or cancelled as a result of any defective or rejected goods or services, any cash discount or any other adjustment or otherwise by any Originator or any Affiliate thereof, or as a result of any governmental or regulatory action, or,

(ii)reduced or canceled as a result of a setoff in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related transaction or an unrelated transaction), or

(iii)reduced on account of the obligation of any Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund; or

(iv)less than the amount included in calculating the Outstanding Balance for purposes of any Purchase Report (for any reason other than such Receivable becoming a Defaulted Receivable or payment in full of the entire Outstanding Balance being made on such Receivable); or

(b)any of the representations and warranties set forth in Section 2.1(h), Section 2.1(i), Section 2.1(j), Section 2.1(r), Section 2.1(s), Section 2.1(t) are not true when made or deemed made with respect to any Receivable,

then, in such event, Buyer shall be entitled to a credit (each, a “Purchase Price Credit”) against the Purchase Price otherwise payable hereunder equal to, in the case of clause (a) above, the amount of such reductions relating to such Receivable and, in the case of clause (b) above, the Outstanding Balance of such Receivable (calculated before giving effect to the applicable reduction or cancellation). If such Purchase Price Credit exceeds the Original Balance of the Receivables coming into existence on any day, then the related Originator shall pay the remaining amount of such Purchase Price Credit in cash immediately, provided that if the Termination Date has not occurred, such Originator shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under its Subordinated Note.

Section 1.5Payments and Computations, Etc.

All amounts to be paid or deposited by Buyer hereunder shall be paid or deposited in accordance with the terms hereof on the day when due in immediately available funds to the account of the related Originator designated from time to time by such Originator or as otherwise directed by such Originator. In the event that any payment owed by any Person hereunder becomes due on a day that is not a Business Day, then such payment shall be made on the next succeeding Business Day. If any Person fails to pay any amount hereunder when due, such Person agrees to pay, on demand, the Default Fee in respect thereof until paid in full; provided, however, that such Default Fee shall not at any time exceed the maximum rate permitted by applicable law. All computations of interest payable hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first but excluding the last day) elapsed.

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Section 1.6Transfer of Records.

(a)In connection with the Purchase of Receivables hereunder, each Originator hereby sells, transfers, assigns and otherwise conveys to Buyer all of such Originator’s right and title to and interest in the Records relating to all Receivables sold or contributed by it hereunder, without the need for any further documentation in connection with the Purchase (it being understood and agreed that any Records that are not freely assignable (whether by express provision or by virtue of confidentiality provisions) according to their terms are excluded from such sale, transfer, assignment or conveyance; provided, that upon reasonable request of the Buyer (or its assigns), the applicable Originator will use its reasonable efforts to obtain consent to the assignment from the relevant counterparty). In connection with such transfer, each Originator hereby grants to each of Buyer, the Administrator and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by such Originator to account for theReceivables, to the extent necessary to administer the Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto, provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, the applicable Originator hereby agrees that upon the reasonable request of Buyer (or Buyer’s assignee), such Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable until the indefeasible payment in full of the Aggregate Unpaids, and shall terminate on the date this Agreement terminates in accordance with its terms.

(b)Each Originator (i) shall take such action requested by Buyer and/or the Administrator (as Buyer’s assignee), from time to time hereafter, that may be reasonably necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership interest in the Records relating to the Receivables purchased from the Originators hereunder ;provided, however, that the applicable Originator shall not be required to take any actions with respect to its Records other than those required by Sections 1.6(a) and 4.1(e) hereto unless and until an Unmatured Amortization Event has occurred, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrator and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for the Receivables and/or to recreate such Records.

Section 1.7Characterization.

If, notwithstanding the intention of the parties expressed in Section 1.2(c), any sale or contribution by any Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such sale or contribution, as the case may be, shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that the sale of Receivables hereunder shall constitute a true sale thereof, each Originator hereby grants to Buyer a security interest in all of such Originator’s right, title and interest, whether now owned or hereafter acquired, in, to and under all Receivables now existing and hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to the Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables together with all other obligations of such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.

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Article II

Representations and Warranties

Section 2.1Representations and Warranties of each Originator.

Each Originator with respect to itself, hereby represents and warrants to Buyer on the date hereof, on the date of the Purchase and on each date that any Receivable comes into existence that:

(a)Existence and Power. Such Originator’s jurisdiction of organization is correctly set forth in Exhibit II to this Agreement and such jurisdiction is its sole jurisdiction of organization. Such Originator is duly organized under the laws of its jurisdiction of organization and is a “registered organization” as defined in the UCC in effect in such jurisdiction. Such Originator is validly existing and in good standing under the laws of its jurisdiction of organization, and no other state or jurisdiction, and as to which such state or jurisdiction must maintain a public record showing the organization to have been organized. Such Originator is qualified to do business and is in good standing as a foreign entity, and has and holds all corporate power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is conducted except where the failure to so qualify or so hold could not reasonably be expected to have a Material Adverse Effect.

(b)Power and Authority; Due Authorization, Execution and Delivery. The execution and delivery by such Originator of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder and, such Originator’s use of the proceeds of the Purchase made hereunder, are within its organizational powers and authority and have been duly authorized by all necessary organizational action on its part. This Agreement and each other Transaction Document to which such Originator is a party has been duly executed and delivered by such Originator.

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(c)No Conflict. The execution and delivery by such Originator of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder do not contravene or violate (i) its Organizational Documents, (ii) any law, rule or regulation applicable to it, (iii) any restrictions under any agreement, contract or instrument to which it is a party or by which it or any of its property is bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, and do not result in the creation or imposition of any Adverse Claim on assets of such Originator or its Subsidiaries (except as created hereunder) except, in any case, where such contravention or violation could not reasonably be expected to have a Material Adverse Effect; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law.

(d)Governmental Authorization. Other than the filing of the financing statements required hereunder, no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution anddelivery by such Originator of this Agreement and each other Transaction Document to which it is a party and the performance of its obligations hereunder and thereunder.

(e)Actions, Suits. There are no actions, suits or proceedings pending, or to the best of such Originator’s knowledge, threatened, against it, or any of its properties, in or before any court, arbitrator or other body, that could reasonably be expected to have a Material Adverse Effect. Such Originator is not in default with respect to any order of any court, arbitrator or governmental body which default could reasonably be expected to have a Material Adverse Effect.

(f)Binding Effect. This Agreement and each other Transaction Document to which such Originator is a party constitute the legal, valid and binding obligations of such Originator enforceable against such Originator in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(g)Accuracy of Information. All information (other than any projection or other forward-looking information) heretofore furnished by such Originator or any of its Affiliates to Buyer (or its assigns) for purposes of or in connection with this Agreement, any of the other Transaction Documents or any transaction contemplated hereby or thereby is, and all such information (other than any projection or other forward-looking information) hereafter furnished by such Originator or any of its Affiliates to Buyer (or its assigns) will be, true and accurate in every material respect on the date such information is stated or certified and does not and will not contain any material misstatement of fact.

(h)Use of Proceeds. No portion of any Purchase Price payment hereunder will be used by such Originator (i) for a purpose that violates, or would be inconsistent with, any law, rule or regulation applicable to such Originator or (ii) to acquire any security in any transaction which is subject to Section 12, 13 or 14 of the Securities Exchange Act of 1934, as amended other than the repurchase of equity securities of Arch Chemicals so long as such repurchase does not violate Sections 12, 13 or 14 of the Securities Exchange Act of 1934, as amended.

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(i)Good Title. Immediately prior to the Purchase hereunder and upon the creation of each Receivable coming into existence after the Initial Cut-Off Date, such Originator (i) is the legal and beneficial owner of the Receivables created by it and (ii) is the legal and beneficial owner of the Related Security with respect thereto, free and clear of any Adverse Claim, except as created by the Transaction Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect such Originator’s ownership interest in each Receivable, its Collections, “Supporting Obligations” (as defined in Article 9 of the UCC in effect in each relevant jurisdiction), each Originator’s right, title and interest in, to and under each of the Transaction Documents to which it is a party, returned goods the sale of which gave rise to any Receivable, security interests in favor of any Originator that secure payment of such Receivable and all other items of Related Security in which an interest therein may be perfected by the filing of a financing statement under Article 9 of the UCC and proceeds of the foregoing.

(j)Perfection. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to transfer to Buyer (and Buyer shall acquire from such Originator) (i) legal and equitable title to, with the right to sell and encumber each Receivable existing and hereafter arising, together with the Collections with respect thereto, and (ii) all of such Originator’s right, title and interest in the Related Security associated with each Receivable, in eachcase, free and clear of any Adverse Claim, except as created by the Transactions Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Buyer’s ownership interest in the Receivables, its Collections, “Supporting Obligations” (as defined in Article 9 of the UCC in effect in each relevant jurisdiction), each Originator’s right, title and interest in, to and under each of the Transaction Documents to which it is a party, returned goods the sale of which gave rise to any Receivable, security interests in favor of any Originator that secure payment of such Receivable and all other items of Related Security in which an interest therein may be perfected by the filing of a financing statement under Article 9 of the UCC and proceeds of the foregoing. Such Originator’s jurisdiction of organization is a jurisdiction whose law generally requires information concerning the existence of a nonpossessory security interest to be made generally available in a filing, record or registration system as a condition or result of such a security interest’s obtaining priority over the rights of a lien creditor which respect to collateral.

(k)Places of Business and Locations of Records. The principal places of business and chief executive office of such Originator and the offices where it keeps all of its Records are located at the address(es) listed on Exhibit II or such other locations of which Buyer has been notified in accordance with Section 4.2(a) in jurisdictions where all action required by Section 4.2(a) has been taken and completed. Such Originator’s Federal Employer Identification Number is correctly set forth on Exhibit II.

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(l)Collections. The conditions and requirements set forth in subclause (i) of Section 4.1(i) have at all times since June 27, 2005, been satisfied and duly performed. The conditions and requirements set forth in subclause (ii) of Section 4.1(i) have been satisfied from and after the Closing Date. The names and addresses of all Collection Banks, together with the account numbers of the Collection Accounts of such Originator at each Collection Bank and the post office box number of each Lock-Box, are listed on Exhibit III. Such Originator has not granted any Person, other than Buyer (and its assigns) dominion and control of any Lock-Box or Collection Account, or the right to take dominion and control of any such Lock-Box or Collection Account at a future time or upon the occurrence of a future event.

(m)Material Adverse Effect. Since March 31, 2005, no event has occurred that would have a Material Adverse Effect.

(n)Names. The name in which such Originator has executed this Agreement is identical to the name of such Originator as indicated on the public record of its state of organization which shows such Originator to have been organized. In the past five (5) years, such Originator has not used any corporate names, trade names or assumed names other than the name in which it has executed this Agreement and as listed on Exhibit II.

(o)Ownership of Buyer. Arch Chemicals owns, directly or indirectly, 100% of the issued and outstanding equity interests of Buyer, free and clear of any Adverse Claim. Such equity interests are validly issued, fully paid and nonassessable, and there are no options, warrants or other rights to acquire securities of Buyer.

(p)Not a Holding Company or an Investment Company. Such Originator is not a “holding company” or a “subsidiary holding company” of a “holding company” within the meaning of the Public Utility Holding Company Act of 1935, as amended, or any successor statute. Such Originator is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or any successor statute.

(q)Compliance with Law. Such Originator has complied in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Each Receivable, together with the Contract related thereto, does notcontravene any laws, rules or regulations applicable thereto (including, without limitation, laws, rules and regulations relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy), and no part of such Contract is in violation of any such law, rule or regulation, except where such contravention or violation could not reasonably be expected to have a Material Adverse Effect.

(r)Compliance with Credit and Collection Policy. Such Originator has complied in all material respects with the Credit and Collection Policy with regard to each Receivable and the related Contract, and has not made any material change to such Credit and Collection Policy, except such material change as to which Buyer (or its assigns) has been notified in accordance with Section 4.1(a)(vii).

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(s)Payments to Originator. With respect to each Receivable transferred to Buyer hereunder, the Purchase Price received by such Originator constitutes reasonably equivalent value in consideration therefor and such transfer was not made for or on account of an antecedent debt. No transfer by such Originator of any Receivable hereunder is or may be voidable under any section of the Bankruptcy Reform Act of 1978 (11 U.S.C. §§ 101 et seq.), as amended.

(t)Enforceability of Contracts. Each Contract with respect to each Receivable is effective to create, and has created, a legal, valid and binding obligation of the related Obligor to pay the Outstanding Balance of the Receivable created thereunder and any accrued interest thereon, enforceable against the Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(u)Eligible Receivables. Each Receivable reflected in any Purchase Report as an Eligible Receivable was an Eligible Receivable on the date of its acquisition by Buyer hereunder.

(v)Accounting. The manner in which such Originator accounts for the transactions contemplated by this Agreement does not jeopardize the characterization of the transactions contemplated herein as being true sales.

(w)Contract Provisions. Except for customary adjustments in the ordinary course of business, no Contract with respect to any Receivable contains provisions that either (i) permit or provide for any reduction in the Outstanding Balance of the Receivable created thereunder and any accrued interest thereon or (ii) could otherwise hinder the ability to receive Collections with respect to such Receivable.

Article III

Conditions of Purchase

Section 3.1Conditions Precedent to Purchase.

The Purchase under this Agreement is subject to the conditions precedent that (a) Buyer shall have been capitalized with the Initial Contributed Receivables, (b) Buyer shall have received on or before the Closing Date those documents listed on Schedule A and (c) all of the conditions to the initial purchase under the Purchase Agreement shall have been satisfied or waived in accordance with the terms thereof.

Section 3.2Conditions Precedent to Subsequent Purchases.

Each Purchase after the Initial Cutoff Date shall be subject to the further conditions precedent that: (a) the Facility Termination Date shall not have occurred under the Purchase Agreement; (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request and (c) on the date such Receivable came into existence, the following statements shall be true (and acceptance of the proceeds of any payment for such Receivable shall be deemed a representation and warranty by each Originator that such statements are then true):

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(i)the representations and warranties set forth in Article II are true and correct on and as of the date such Receivable came into existence as though made on and as of such date, except to the extent such representations and warranties are expressly limited to an earlier date; and

(ii)no event has occurred and is continuing that will constitute a Termination Event or an Unmatured Termination Event.

Notwithstanding the foregoing conditions precedent, upon payment of the Purchase Price for any Receivable (whether by payment of cash, through an increase in the amounts outstanding under the related Subordinated Note, by offset of amounts owed to Buyer and/or by offset of capital contributions), title to such Receivable and the Related Security and Collections with respect thereto shall vest in Buyer, whether or not the conditions precedent to Buyer’s obligation to pay for such Receivable were in fact satisfied. The failure of any Originator to satisfy any of the foregoing conditions precedent, however, shall give rise to a right of Buyer to rescind the related purchase and direct such Originator to pay to Buyer an amount equal to the Purchase Price payment that shall have been made with respect to any Receivables related thereto.

Article IV

Covenants

Section 4.1Affirmative Covenants of Originators.

Until the date on which this Agreement terminates in accordance with its terms, each Originator, with respect to itself hereby covenants as set forth below:

(a)Financial Reporting. Such Originator will maintain, for itself and each of its Subsidiaries, a system of accounting established and administered in accordance with GAAP, and furnish to Buyer (or its assigns):

(i)Annual Reporting. Within 90 days after the close of each of its fiscal years, audited, unqualified consolidated financial statements (which shall include balance sheets, statements of income and retained earnings and a statement of cash flows) for Arch Chemicals and its consolidated Subsidiaries for such fiscal year certified in a manner acceptable to Buyer (or its assigns) by KPMG LLP, independent public accountants or any other independent public accountants of recognized national standing.

(ii)Quarterly Reporting. Within 45 days after the close of the first three (3) quarterly periods of each of its respective fiscal years, balance sheets of Arch Chemicals and its consolidated Subsidiaries as at the close of each such period and consolidated statements of income and a statement of cash flows for Arch Chemicals and its Subsidiaries for the period from the beginning of such fiscal year to the end of such quarter, all certified by its chief financial officer, principal accounting officer, treasurer or corporate controller.

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(iii)Compliance Certificate. Together with the financial statements required hereunder, a compliance certificate in substantially the form of Exhibit IV signed by such Originator’s Authorized Officer and dated the date of such annual financial statement or such quarterly financial statement, as the case may be.

(iv)Shareholders Statements and Reports. Promptly after becoming publicly available to the shareholders of such Originator, copies of all financial statements, reports and proxy statements furnished to them.

(v)S.E.C. Filings. Promptly after becoming publicly available, copies of all registration statements and annual, quarterly, monthly or other regular reports which such Originator or any of its Subsidiaries files with the Securities and Exchange Commission.

(vi)Copies of Notices. Promptly upon its receipt of any notice, request for consent, financial statements, certification, report or other communication under or inconnection with any Transaction Document from any Person other than Buyer, the Administrator or TPF, copies of the same if such notice, request, consent, financial statements, certification, report or other communication can reasonably be expected to have an adverse effect on the Receivables, the Related Security or the Buyer’s (or its assigns) rights therein.

(vii)Change in Credit and Collection Policy. At least thirty (30) days prior to the effectiveness of any material change in or material amendment to the Credit and Collection Policy, a copy of the Credit and Collection Policy then in effect and a notice (A) indicating such proposed change or amendment, and (B) if such proposed change or amendment would be reasonably likely to adversely affect the collectibility of the Receivables or decrease the credit quality of any newly created Receivables, requesting Buyer’s (and the Administrator’s, as Buyer’s assignee) consent thereto.

(viii)Other Information. Promptly, from time to time, such other information, documents, records or reports relating to (i) the financial condition or operations of such Originator as Buyer (or its assigns) may from time to time reasonably request in order to protect the interests of Buyer (and its assigns) under or as contemplated by this Agreement or (ii) the Receivables as the Buyer (or its assigns) may reasonably request.

Information required to be delivered pursuant to paragraphs (i), (ii), (iv) and (v) of this Section 4.1(a) shall be deemed to have been delivered by the date indicated therein, provided that such information has been filed with the Securities and Exchange Commission by such date; provided further that the Originator shall deliver paper copies of the statements, reports, financial statements and other information referred to in paragraph (i), (ii), (iv) and (v) of this Section 4.1(a) to the Buyer promptly upon request following such filing.

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(b)Notices. Such Originator will notify Buyer (or its assigns) in writing of any of the following promptly upon learning of the occurrence thereof, describing the same and, if applicable, the steps being taken with respect thereto:

(i)Termination Events or Unmatured Termination Events. The occurrence of each Termination Event and each Unmatured Termination Event, by a statement of an Authorized Officer of such Originator.

(ii)Judgment and Proceedings. (A) The entry of any judgment or decree against such Originator or any of its Subsidiaries if the amount of such judgment or decree then outstanding against such Originator and its Subsidiaries exceeds $5,000,000 after deducting (1) the amount with respect to which such Originator or any such Subsidiary is insured and with respect to which the insurer has not disclaimed responsibility in writing, and (2) the amount for which such Originator or any such Subsidiary is otherwise indemnified if the terms of such indemnification are satisfactory to Buyer (or its assigns), and (B) the institution of any litigation, arbitration proceeding or governmental proceeding against such Originator which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(iii)Material Adverse Effect. The occurrence of any event or condition that has had, or could reasonably be expected to have, a Material Adverse Effect.

(iv)Defaults Under Other Agreements. The occurrence of a default that could lead to an event of default or an event of default under any other financing arrangement in a principal amount greater than or equal to $5,000,000 pursuant to which such Originator is a debtor or an obligor.

(c)Compliance with Laws and Preservation of Existence. Such Originator will comply in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Such Originator will preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified in good standing as a foreign entity in each jurisdiction where its business is conducted, except where the failure to so qualify or remain in good standing could not reasonably be expected to have a Material Adverse Effect. Notwithstanding the preceding sentence, it is expressly understood and agreed that any Originator may merge or consolidate with, or transfer all or substantially all of its assets to, any other Originator , so long as Buyer (or its assigns) shall have received such approvals, opinions or documents as it may reasonably request.

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(d)Audits. In addition to information that may be required pursuant to Section 4.1(a)(viii), each Originator will furnish to Buyer (or its assigns) from time to time such information with respect to it and the Receivables as Buyer (or its assigns) may reasonably request. Each Originator will, from time to time during regular business hours as requested by Buyer (or its assigns), upon reasonable notice and at the sole cost of such Originator, permit Buyer (or its assigns) or their respective agents or representatives (i) to examine and make copies of and abstracts from all Records in the possession or under the control of such Originator relating to the Receivables and the Related Security, including, without limitation, the related Contracts (other than any Confidential Contract (except for any Confidential Contract as to which the related Obligor has consented to such disclosure or which may be disclosed to others who are subject to a confidentiality agreement) as to which the disclosure thereof cannot be satisfied by the execution and delivery of a confidentiality agreement), and (ii) to visit the offices and properties of such Originator for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to such Originator’s financial condition or the Receivables and the Related Security or such Originator’s performance under any of the Transaction Documents or such Originator’s performance under the Contracts and, in each case, with any of the officers or employees of Originator having knowledge of such matters (each of the foregoing examinations and visits, a “Review”); provided, however, that so long as no Termination Event has occurred and is continuing, (A) such Originator shall only be responsible for the costs and expenses of one (1) Review in any one calendar year, and (B) the Buyer (or its assigns) will not request more than four (4) Reviews in any one calendar year.

(e)Keeping and Marking of Records and Books.

(i)Such Originator will, maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information, in each such case as reasonably necessary or advisable for the collection of all Receivables (including, without limitation, records adequate to permit the immediate identification of each new Receivable and all Collections of and adjustments to each existing Receivable). Such Originator will give Buyer (or its assigns) notice of any material change in the administrative and operating procedures referred to in the previous sentence.

(ii)Such Originator will on or prior to the date hereof, mark its master data processing system and all accounts receivable reports generated thereby, each Confidential Contract and its records relating to all other Contracts with a legend, reasonably acceptable to Buyer (or its assigns), describing Buyer’s ownership interests in the Receivables and further describing the Receivable Interests of the Administrator (on behalf of TPF and its assigns) under the Purchase Agreement.

(f)Compliance with Contracts and Credit and Collection Policy. Such Originator will timely and fully (i) perform and comply in all material respects with all provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables, in each case to the same extent as though such Contracts had not been transferred to the Buyer, but only to the extent there would not be an adverse effect upon the Receivables, and (ii) comply in all material respects with the Credit and Collection Policy in regard to each Receivable and the related Contract.

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(g)Ownership. Such Originator will take all necessary action to establish and maintain, irrevocably in Buyer, (A) legal and equitable title to the Receivables and the Collections and (B) all of such Originator’s right, title andinterest in the Related Security associated with the Receivables, in each case, free and clear of any Adverse Claims other than Adverse Claims in favor of Buyer (and its assigns) (including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Buyer’s interest in such Receivables, Related Security and Collections and such other action to perfect, protect or more fully evidence the interest of Buyer as Buyer (or its assigns) may reasonably request); provided, however, that unless and until an Amortization Event or an Unmatured Amortization Event has occurred, none of the Originators shall be required to take any actions to establish, maintain or perfect the Buyer’s ownership interest in the Related Security other than the filing of financing statements under the UCC of all appropriate jurisdictions.

(h)TPF’s Reliance. Such Originator acknowledges that the Administrator and TPF are entering into the transactions contemplated by the Purchase Agreement in reliance upon Buyer’s identity as a legal entity that is separate from such Originator and any Affiliates thereof. Therefore, from and after the date of execution and delivery of this Agreement, such Originator will take all reasonable steps including, without limitation, all steps that Buyer or any assignee of Buyer may from time to time reasonably request to maintain Buyer’s identity as a separate legal entity and to make it manifest to third parties that Buyer is an entity with assets and liabilities distinct from those of such Originator and any Affiliates thereof and not just a division of such Originator or any such Affiliate. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, such Originator (i) will not hold itself out to third parties as liable for the debts of Buyer nor purport to own the Receivables and other assets acquired by Buyer, (ii) will take all other actions necessary on its part to ensure that Buyer is at all times in compliance with the “separateness covenants” set forth in Section 7.1(i) of the Purchase Agreement and (iii) will cause all tax liabilities arising in connection with the transactions contemplated herein or otherwise to be allocated between such Originator and Buyer on an arm’s-length basis and in a manner consistent with the procedures set forth in U.S. Treasury Regulations §§1.1502-33(d) and 1.1552-1.

(i)Collections. Such Originator will cause (i) all proceeds from all Lock-Boxes to be directly deposited by a Collection Bank into a Collection Account and (ii) each Lock-Box and Collection Account to be subject at all times to a Collection Account Agreement that is in full force and effect. In the event any payments relating to Receivables are remitted directly to such Originator or any Affiliate of such Originator, such Originator will remit (or will cause all such payments to be remitted) directly to a Collection Bank and deposited into a Collection Account within two (2) Business Days following receipt thereof and, at all times prior to such remittance, such Originator will itself hold or, if applicable, will cause such payments to be held in trust for the exclusive benefit of Buyer and its assigns. Such Originator will transfer exclusive ownership, dominion and control of each Lock-Box and Collection Account to Buyer and, will not grant the right to take dominion and control of any Lock-Box or Collection Account at a future time or upon the occurrence of a future event to any Person, except to Buyer (or its assigns) as contemplated by this Agreement and the Purchase Agreement.

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(j)Taxes. Such Originator will file all tax returns and reports required by law to be filed by it and promptly pay all taxes and governmental charges at any time owing, except any such taxes which are not yet delinquent or are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books. Such Originator will pay when due any taxes payable in connection with the Receivables, exclusive of taxes on or measured by income or gross receipts of Buyer and its assigns.

Section 4.2Negative Covenants of Originators.

Until the date on which this Agreement terminates in accordance with its terms, each Originator, with respect to itself, hereby covenants that:

(a)Change in Name, Jurisdiction of Organization. Such Originator will not change (i) its name as it appears in official filings in the jurisdiction of its organization, (ii) its status as a “registered organization” (within the meaning of Article 9 of any applicable enactment of the UCC) in such jurisdiction, (iii) its organizational identification number, if any, issued by its jurisdiction of organization, or (iv) its jurisdiction of organization unless it shall have: (A) given Buyer (or its assigns) at least thirty (30) days’ prior written notice thereof and (B) delivered to Buyer (or its assigns) all financing statements, instruments and other documents requested by Buyer (or its assigns) in connection with such change or relocation.

(b)Change in Payment Instructions to Obligors. Such Originator will not add or terminate any bank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lock-Box or Collection Account, unless Buyer (or its assigns) shall have received, at least ten (10) days before the proposed effective date therefor, (i) written notice of such addition, termination or change and (ii) with respect to the addition of a CollectionBank or a Collection Account or Lock-Box, an executed Collection Account Agreement with respect to the new Collection Account or Lock-Box; provided, however, that such Originator may make changes in instructions to Obligors regarding payments if such new instructions require such Obligor to make payments to another existing Collection Account.

(c)Modifications to Contracts and Credit and Collection Policy. Such Originator will not make any material change or material amendment to the Credit and Collection Policy unless, at least 30 days prior to such material change or material amendment, it has delivered to the Buyer (or its assigns) a copy of the Credit and Collection Policy then in effect and notice (i) indicating such proposed change or amendment, and (ii) if such proposed change would be reasonably likely to adversely affect the collectibility of the Receivables or decrease the credit quality of any newly created Receivables, requesting Buyer’s (and the Administrator’s, as Buyer’s assignee) consent thereto. Except as otherwise permitted in its capacity as Servicer pursuant to the Purchase Agreement, Originator will not extend, amend or otherwise modify the terms of any Receivable or Contract related thereto other than in accordance with the Credit and Collection Policy.

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(d)Sales, Liens. Such Originator will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, any Receivable, Related Security or Collections, or upon or with respect to any Contract under which any Receivable arises, or any Lock-Box or Collection Account, or assign any right to receive income with respect thereto (other than, in each case, (i) the creation of the interests therein in favor of Buyer (and its assigns) provided for herein or in any other Transaction Document and (ii) in connection with any transaction permitted by Section 4.1(c)), and such Originator will defend the right, title and interest of Buyer in, to and under any of the foregoing property, against all claims of third parties claiming through or under such Originator. Such Originator shall not create or suffer to exist any mortgage, pledge, security interest, encumbrance, lien, charge or other similar arrangement on any of its inventory the sale of which gives rise to any Receivable.

(e)Accounting for Purchase. Such Originator will not, and will not permit any Affiliate to, account for the transactions contemplated hereby in any manner other than the sale or capital contributions of the Receivables and the Related Security by such Originator to Buyer or in any other respect account for or treat the transactions contemplated hereby in any manner other than as a sale or contribution of the Receivables and the Related Security by such Originator to Buyer except (i) to the extent that such transactions are not recognized on account of consolidated financial reporting in accordance with generally accepted accounting principles and (ii) in accordance with applicable tax principles, each Purchase and contribution is ignored for tax reporting purposes.

(f)Contract Provisions. Except for customary adjustments in the ordinary course of business, such Originator will not permit any Contract with respect to any Receivable to contain provisions that either (i) permit or provide for any reduction in the Outstanding Balance of the Receivable created thereunder and any accrued interest thereon or (ii) could otherwise hinder the ability to receive Collections with respect to such Receivable.

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Article V

Termination Events

Section 5.1Termination Events.

The occurrence of any one or more of the following events shall constitute a Termination Event:

(a)Any Originator shall fail (i) to make any payment or deposit required hereunder when due and such failure shall continue for three (3) consecutive Business Days, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) or any other Transaction Document to which it is a party and such failure shall continue for ten (10) consecutive Business Days.

(b)(i) Any representation or warranty made by any of the Originators in this Agreement or the Receivables Purchase Agreement shall prove to have been incorrect in any respect when made or deemed made, (ii) any information contained in any Monthly Report shall prove to have been incorrect in any respect when made, or (iii) any representation, warranty, certification or statement (other than relating to projections or other forward-looking information) made by any of the Originators in any other Transaction Document or in any other document delivered pursuant hereto or thereto (other than in a Monthly Report) shall prove to have been incorrect in any material respect when made or deemed made; provided that no such event shall constitute a Termination Event unless such event is unremedied for a period of ten (10) Business Days after the earlier to occur of (i) written notice thereof shall have been given by the Buyer (or its assigns) to the applicable Originator or (ii) an Authorized Officer of such Originator shall have actual knowledge thereof or should have had knowledge thereof if such Authorized Officer had exercised reasonable care in the performance of his or her duties; provided, further that no grace period shall apply to Sections 2.1(f), 2.1(i), 2.1(j), 2.1(n), 2.1(p) and 2.1(u); and provided further no such event shall constitute a Termination Event if the Seller have timely paid to the Administrator the Purchase Price Credit required to be paid as a result of such event in accordance with Section 1.4.

(c)Failure of any Originator to pay any Indebtedness when due in excess of $5,000,000 (after giving effect to any applicable grace periods); or the default by any Originator in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of any Originator shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof.

(d)an Event of Bankruptcy shall occur with respect to any Originator or any of its Subsidiaries.

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(e)A Change of Control shall occur.

(f)One or more final judgments of a court of competent jurisdiction for the payment of money in an amount in excess of $5,000,000, individually or in the aggregate, shall be entered against any Originator or any of its Subsidiaries on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for sixty (60) consecutive days without a stay of execution.

(g)This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of any Originator, or any Originator shall directly or indirectly contest in any manner sucheffectiveness, validity, binding nature or enforceability, or Buyer (or its assigns) shall cease to have a valid and perfected first priority security interest in the Receivables, its Collections, “Supporting Obligations” (as defined in Article 9 of the UCC in effect in each relevant jurisdiction), each Originator’s right, title and interest in, to and under each of the Transaction Documents to which it is a party, returned goods the sale of which gave rise to any Receivable, security interests in favor of any Originator that secure payment of such Receivable and all other items of Related Security in which an interest therein may be perfected by the filing of financing statements under Article 9 of the UCC and proceeds of the foregoing, or any Person shall contest the Buyer’s perfected first priority ownership interest in that portion of the Related Security in which perfection cannot be accomplished under Article 9 of the relevant UCC, or the Buyer (or its assigns) shall incur any loss resulting from any Originator’s failure to perfect Buyer’s ownership interest in that portion of the Related Security in which perfection cannot be accomplished under Article 9 of the relevant UCC.

(h)The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Tax Code with regard to any of the Receivables or the Related Security or the PBGC shall file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the Receivables or the Related Security and any such lien shall not have been released within the earlier to occur of (i) seven (7) days after the date of such filing and (ii)the day on which the Buyer (or any of its assigns) becomes aware of such filing.

(i)Any Plan of any Originator or any of its ERISA Affiliates:

(i)shall fail to be funded in accordance with the minimum funding standard required by applicable law, the terms of such Plan, Section 412 of the Tax Code or Section 302 of ERISA for any plan year or a waiver of such standard is sought or granted with respect to such Plan under applicable law, the terms of such Plan or Section 412 of the Tax Code or Section 303 of ERISA; or

(ii)is being, or has been, terminated or the subject of termination proceedings under applicable law or the terms of such Plan; or

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(iii)shall require any Originator or any of its ERISA Affiliates to provide security under applicable law, the terms of such Plan, Section 401 or 412 of the Tax Code or Section 306 or 307 of ERISA; or

(iv)results in a liability to any Originator or any of its ERISA Affiliates under applicable law, the terms of such Plan, or Title IV ERISA,

and there shall result from any such failure, waiver, termination or other event a liability to the PBGC or a Plan that would have a Material Adverse Effect.

(j)Any other event shall occur which has, or could be reasonably expected to have a Material Adverse Effect.

Section 5.2Remedies.

Upon the occurrence and during the continuation of a Termination Event, Buyer may take any of the following actions: (a) declare the Termination Date to have occurred, whereupon the Termination Date shall forthwith occur, without demand, protest or further notice of any kind, all of which are hereby expressly waived by each Originator; provided, however, that upon the occurrence of a Termination Event described in Section 5.1(d), or of an actual or deemed entry of an order for relief with respect to any Originator under the Federal Bankruptcy Code, the Termination Date shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by each Originator and (b) to the fullest extent permitted by applicable law, declare that the Default Fee shall accrue with respect to any amounts then due and owing by each Originator to Buyer. The aforementioned rights and remedies shall be without limitation and shall be in addition to all other rights and remedies of Buyer and its assigns otherwise available under any other provision of this Agreement, by operation of law, at equity or otherwise, all of which are hereby expressly preserved, including, without limitation, all rights and remedies provided under the UCC, all of which rights shall be cumulative.

Article VI

Indemnification

Section 6.1Indemnities by Originators.

Without limiting any other rights that Buyer may have hereunder or under applicable law, each Originator hereby agrees to indemnify (and pay upon demand to) Buyer and its assigns, officers, directors, agents and employees (each an “Indemnified Party”) from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by Buyer of an interest in the Receivables, excluding, however:

(a)Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification;

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(b)Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; or

(c)taxes imposed by the United States, the Indemnified Party’s jurisdiction of organization (or in the case of an individual, primary resident) or any other jurisdiction in which such Indemnified Party has established a taxable nexus other than in connection with the transaction contemplated hereby, on or measured by the overall net income of such Indemnified Party to the extent that the computation of such taxes is consistent with the characterization for income tax purposes of the acquisition by TPF of Receivable Interests under the Purchase Agreement as a loan or loans by TPF to Buyer secured by, among other things, the Receivables, the Related Security and the Collections;

provided, however, that nothing contained in this sentence shall limit the liability of any Originator or limit the recourse of Buyer to any Originator for amounts otherwise specifically provided to be paid by such Originator under the terms of this Agreement. Without limiting the generality of the foregoing indemnification, but subject in each case to clauses (a), (b) and (c) above, an Originator shall indemnify Buyer for Indemnified Amounts relating to or resulting from:

(i)any representation or warranty made by such Originator (or any officers of such Originator) under or in connection with any Purchase Report, this Agreement, any other Transaction Document or any other information or report delivered by such Originator pursuant hereto or thereto for which Buyer has not received a Purchase Price Credit that shall have been false or incorrect when made or deemed made;

(ii)the failure by such Originator, to comply with any applicable law, rule or regulation with respect to any Receivable or Contract related thereto, or the nonconformity of any Receivable or Contract included therein with any such applicable law, rule or regulation or any failure of such Originator to keep or perform any of its obligations, express or implied, with respect to any Contract;

(iii)any failure of such Originator to perform its duties, covenants or other obligations in accordance with the provisions of this Agreement or any other Transaction Document;

(iv)any products liability, personal injury or damage, suit or other similar claim arising out of or in connection with merchandise, insurance or services that are the subject of any Contract or any Receivable;

(v)any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or service related to such Receivable or the furnishing or failure to furnish such merchandise or services;

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(vi)the commingling of Collections of Receivables at any time with other funds;

(vii)any investigation, litigation or proceeding related to or arising from this Agreement or any other Transaction Document, the transactions contemplated hereby, the use of the proceeds of the Purchase hereunder, the ownership of the Receivables or any other investigation, litigation or proceeding relating to such Originator in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby;

(viii)any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding;

(ix)any Termination Event described in Section 5.1(d);

(x)any failure to vest and maintain vested in Buyer, or to transfer to Buyer, legal and equitable title to, and ownership of, the Receivables and the Collections, and all of such Originator’s right, title and interest in the Related Security associated with the Receivables, in each case, free and clear of any Adverse Claim except for Adverse Claims in favor of the Buyer and its assigns;

(xi)the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivable, the Related Security and Collections with respect thereto, and the proceeds of any thereof, whether at the time of the Purchase or at any subsequent time;

(xii)any action or omission by such Originator which reduces or impairs the rights of Buyer (or its assigns) with respect to any Receivable or the value of any such Receivable;

(xiii)any attempt by any Person to void the Purchase hereunder under statutory provisions or common law or equitable action; and

(xiv)the failure of any Receivable reflected as an Eligible Receivable on any Purchase Report to be an Eligible Receivable at the time acquired by Buyer.

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Section 6.2Other Costs and Expenses.

Each Originator shall pay to Buyer promptly on demand all reasonable costs and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder. Each Originator shall pay to Buyer promptly on demand any and all reasonable costs and expenses of Buyer, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following a Termination Event.

Article VII

Miscellaneous

Section 7.1Waivers and Amendments.

(a)No failure or delay on the part of Buyer (or its assigns) in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.

(b)No provision of this Agreement may be amended, supplemented, modified or waived except in writing signed by each Originator and Buyer and, to the extent required under the Purchase Agreement, the Administrator and the Liquidity Banks or the Required Liquidity Banks. Any material amendment, supplement, modification of waiver will required satisfaction of the Rating Agency Condition.

Section 7.2Notices.

All communications and notices provided for hereunder shall be in writing (including bank wire, telecopy or electronic facsimile transmission or similar writing) and shall be given to the other parties hereto at their respective addresses or telecopy numbers set forth on the signature pages hereof or at such other address or telecopy number as such Person may hereafter specify for the purpose of notice to each of the other parties hereto. Each such notice or other communication shall be effective (a) if given by telecopy, upon the receipt thereof, (b) if given by mail, ten (10) Business Days after the time such communication is deposited in the mail with first class postage prepaid or (c) if given by any other means, when received at the address specified in this Section 7.2.

Section 7.3Protection of Ownership Interests of Buyer.

(a)Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that Buyer (or its assigns) may request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the Receivable Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder; provided, however, that unless and until an Amortization Event or an Unmatured Amortization Event has occurred, none of the Originators shall be required to take any actions to establish, maintain or perfect the Buyer’s ownership interest in the Related Security other than the filing of financing statements under the UCC of all appropriate jurisdictions. During the occurrence and continuance of an Unmatured Amortization or an Amortization Event, Buyer (or its assigns) may, at the related Originator’s sole cost and expense, direct such Originator to notify the Obligors of Receivables of the ownership interests of Buyer under this Agreement. During the occurrence and continuance of an Unmatured Amortization or an Amortization Event, Buyer (or its assigns) may direct any Originator (and if any Originator fails to do so) Buyer (or its assigns) may direct thatpayments of all amounts due or that become due under any or all Receivables be made directly to an account specified by the Buyer or its designee which may be an account of the Buyer (or its assigns).

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(b)If any Originator fails to perform any of its obligations hereunder, Buyer (and Administrator, as Buyer’s assignee) may (but shall not be required to) upon notice to such Originator perform, or cause performance of, such obligations, and Buyer’s (or such assigns’) costs and expenses incurred in connection therewith shall be payable by such Originator as provided in Section 6.2. Each Originator irrevocably authorizes Buyer (and Administrator, as Buyer’s assignee) at any time and from time to time in the sole discretion of Buyer (or such assignee), and appoints Buyer (and such assignee) as its attorney(ies)-in-fact, to act on behalf of such Originator (i) to execute (if required) on behalf of such Originator as debtor or seller and to file financing statements necessary or desirable in Buyer’s (or such assignee’s) sole discretion to perfect and to maintain the perfection and priority of the ownership interest of Buyer in the Receivables and associated Related Security and Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or Administrator, as Buyer’s assignee) in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s ownership interest in the Receivables. This appointment is coupled with an interest and is irrevocable.(A) Each Originator hereby authorizes Buyer (and Administrator, as Buyer’s assignee) to file financing statements and other filing or recording documents with respect to the Receivables and Related Security (including any amendments thereto, or continuation or termination statements thereof), without further authorization of such Originator, in such form and in such offices as Buyer (or such assignee) reasonably determines appropriate to perfect or maintain the perfection of the ownership or security interests of Buyer (and Administrator, as Buyer’s assignee) hereunder, (B) each Originator acknowledges and agrees that it is not authorized to, and will not, file financing statements or other filing or recording documents with respect to the Receivables or Related Security (including any amendments thereto, or continuation or termination statements thereof), without the express prior written approval by the Administrator (as Buyer’s assignee), consenting to the form and substance of such filing or recording document, and (C) each Originator approves, authorizes and ratifies any filings or recordings made by or on behalf of the Administrator (as Buyer’s assignee) in connection with the perfection of the ownership or security interests in favor of Buyer or the Administrator (as Buyer’s assignee).

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Section 7.4Confidentiality.

(a)Each Originator shall maintain and shall cause each of its employees and officers to maintain the confidentiality of the Fee Letter and any confidential or proprietary information with respect to TPF and TPF’s business obtained by it or them in connection with the structuring, negotiating and execution of the transactions contemplated herein, except that such Originator and its officers and employees may disclose such information to such Originator’s directors, external accountants and attorneys and in accordance with any applicable law, rule, regulation, direction, request or order of any judicial, administrative or regulatory authority or proceedings (whether or not having the force or effect of law).

(b)Anything herein to the contrary notwithstanding, each Originator hereby consents to the disclosure of any nonpublic information with respect to it (i) to Buyer, the Administrator, SunTrust Bank or TPF by each other, (ii) by Buyer, the Administrator, SunTrust Bank or TPF to any prospective or actual assignee or participant of any of them and (iii) by the Administrator to any rating agency, Commercial Paper dealer or provider of a surety, guaranty or credit or liquidity enhancement to TPF or any entity organized for the purpose of purchasing, or making loans secured by, financial assets for which STCM or one of its affiliates acts as the administrator and/or agent and to any officers, directors, employees, outside accountants and attorneys of any of the foregoing, provided each such Person is informed of the confidential nature of such information. In addition, TPF, SunTrust Bank and the Administrator may disclose any such nonpublic information in accordance with any law, rule, regulation, direction, request or order of any judicial, administrative or regulatory authority or proceedings (whether or not having the force or effect of law).

(c)Buyer shall maintain and shall cause each of its employees and officers to maintain the confidentiality of any confidential or proprietary information with respect to each Originator, the Obligors and their respective businesses obtained byit in connection with the due diligence evaluations, structuring, negotiating and execution of the Transaction Documents, and the consummation of the transactions contemplated herein and any other activities of Buyer arising from or related to the transactions contemplated herein provided, however, that each of Buyer and its employees and officers shall be permitted to disclose such confidential or proprietary information: (i) to the Administrator, TPF and SunTrust Bank, (ii) to any prospective or actual assignee or participant who executes a confidentiality agreement for the benefit of any Originator and Buyer on terms comparable to those required of Buyer hereunder with respect to such disclosed information, (iii) to any rating agency, provider of a surety, guaranty or credit or liquidity enhancement to TPF, (iv) to any officers, directors, employees, outside accountants and attorneys of any of the foregoing, and (v) to the extent required pursuant to any applicable law, rule, regulation, direction, request or order of any judicial, administrative or regulatory authority or proceedings with competent jurisdiction (whether or not having the force or effect of law) so long as such required disclosure is made under seal to the extent permitted by applicable law or by rule of court or other applicable body; provided each such Person is informed of the confidential nature of such information.

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Section 7.5Bankruptcy Petition.

(a)Each of the Originators and Buyer hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of all outstanding senior indebtedness of TPF, it will not institute against, or join any other Person in instituting against, TPF any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States.

(b)Each of the Originators covenants and agrees that, prior to the date that is one year and one day after the payment in full of all outstanding obligations of Buyer under the Purchase Agreement, it will not institute against, or join any other Person in instituting against, Buyer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States.

Section 7.6Limitation of Liability.

Except with respect to any claim arising out of the willful misconduct or gross negligence of TPF, the Administrator or any Liquidity Bank, no claim may be made by any Originator or any other Person against TPF, the Administrator or any Liquidity Bank or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each Originator hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Section 7.7CHOICE OF LAW.

THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW) OF THE STATE OF NEW YORK.

Section 7.8CONSENT TO JURISDICTION.

EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY ORIGINATOR PURSUANT TO THIS AGREEMENT AND EACH PARTY HERETO HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF BUYER (OR ITS ASSIGNS) TO BRING PROCEEDINGS AGAINST ANY ORIGINATOR IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY ORIGINATOR AGAINST BUYER (OR ITS ASSIGNS) OR ANY AFFILIATE THEREOF INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY ANY ORIGINATOR PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK.

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Section 7.9WAIVER OF JURY TRIAL.

EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, ANY DOCUMENT EXECUTED BY ANY ORIGINATOR PURSUANT TO THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.

Section 7.10Integration; Binding Effect; Survival of Terms.

(a)This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.

(b)This Agreement shall be binding upon and inure to the benefit of each Originator, Buyer and their respective successors and permitted assigns (including any trustee in bankruptcy). No Originator may assign any of its rights and obligations hereunder or any interest herein without the prior written consent of Buyer. Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of any Originator. Without limiting the foregoing, each Originator acknowledges that Buyer, pursuant to the Purchase Agreement, may assign to the Administrator, for the benefit of TPF and its assigns, its rights, remedies, powers and privileges hereunder and that the Administrator may further assign such rights, remedies, powers and privileges to the extent permitted in the Purchase Agreement. Each Originator agrees that the Administrator, as the assignee of Buyer, shall, subject to the terms of the Purchase Agreement, have the right to enforce this Agreement and to exercise directly all of Buyer’s rights and remedies under this Agreement (including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder) and each Originator agrees to cooperate fully with the Administrator in the exercise of such rights and remedies. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) anybreach of any representation and warranty made by any Originator pursuant to Article II; (ii) the indemnification and payment provisions of Article VI; and (iii) Section 7.5 shall be continuing and shall survive any termination of this Agreement.

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Section 7.11Counterparts; Severability; Section References.

This Agreement 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 by facsimile or other means of electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Unless otherwise expressly indicated, all references herein to “Article,”“Section,”“Schedule” or “Exhibit” shall mean articles and sections of, and schedules and exhibits to, this Agreement.

[remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers as of the date hereof.

ARCH CHEMICALS, INC.
By:	/s/ W. Paul Bush
	Name: W. Paul Bush
	Title: 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

[additional signatures to follow]

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ARCH CHEMICALS SPECIALTY PRODUCTS, INC.
By:	/s/ W. Paul Bush
	Name: W. Paul Bush
	Title: 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

ARCH TREATMENT TECHNOLOGIES, INC.
By:	/s/ W. Paul Bush
	Name: W. Paul Bush
	Title: Vice President 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

[additional signatures to follow]

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ARCH WOOD PROTECTION, INC.
By:	/s/ W. Paul Bush
	Name: W. Paul Bush
	Title: 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 PERSONAL CARE PRODUCTS, L.P.
By:	Arch PCI, Inc., as general partner
By:	/s/ W. Paul Bush
	Name: W. Paul Bush
	Title: Vice President 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

[additional signatures to follow]

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ARCH CHEMICALS RECEIVABLES CORP.
By:	/s/ W. Paul Bush
	Name: W. Paul Bush
	Title: Vice President 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) 229-3576 Fax:(203) 229-3143

[end of signatures]

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Exhibit I

Definitions

This is Exhibit I to the Agreement (as hereinafter defined). As used in the Agreement and the Exhibits and Schedules thereto, capitalized terms have the meanings set forth in this Exhibit I (such meanings to be equally applicable to the singular and plural forms thereof). If a capitalized term is used in the Agreement, or any Exhibit or Schedule thereto, and is not otherwise defined therein or in this Exhibit I, such term shall have the meaning assigned thereto in Exhibit I to the Purchase Agreement (hereinafter defined).

Administrator: As defined in the Preliminary Statements to the Agreement.

Agreement: The Receivables Sale Agreement, dated as of June 27, 2005, between each Originator and Buyer, as the same may be amended, restated or otherwise modified.

Buyer: As defined in the preamble to the Agreement.

Calculation Period: Each calendar month or portion thereof which elapses during the term of the Agreement. The first Calculation Period shall commence on the date of the Purchases hereunder and the final Calculation Period shall terminate on the Termination Date.

Credit and Collection Policy: Each Originator’s credit and collection policies and practices relating to Contracts and Receivables existing on the date hereof and summarized in Exhibit V, as modified from time to time in accordance with the Agreement.

Default Fee: A per annum rate of interest equal to the sum of (i) the Prime Rate, plus (ii) 2% per annum.

Discount Factor: A percentage calculated to provide Buyer with a reasonable return on its investment in the Receivables after taking account of (i) the time value of money based upon the anticipated dates of collection of the Receivables and the cost to Buyer of financing its investment in the Receivables during such period and (ii) the risk of nonpayment by the Obligors. Originator and Buyer may agree from time to time to change the Discount Factor based on changes in one or more of the items affecting the calculation thereof, provided that any change to the Discount Factor shall take effect as of the commencement of a Calculation Period, shall apply only prospectively and shall not affect the Purchase Price payment made prior to the Calculation Period during which Originator and Buyer agree to make such change.

Initial Contributed Receivables: As defined in Section 1.1.

Initial Cutoff Date: As defined in Section 1.1.

Material Adverse Effect: A material adverse effect on (i) the financial condition or operations of Arch Chemicals and its Subsidiaries taken as a whole, (ii) the ability of any Originator to perform its obligations under the Agreement or any other Transaction Document, (iii) the legality, validity or enforceability of the Agreement or any other Transaction Document, (iv) any Originator’s, Buyer’s, the Administrator’s or TPF’s interest in the Receivables generally or in any significant portion of the Receivables, the Related Security or Collections with respect thereto, or (v) the collectibility of the Receivables generally or of any material portion of the Receivables.

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Net Worth: As of the last Business Day of each Calculation Period preceding any date of determination, the excess, if any, of (i) the sum of (A) the aggregate Outstanding Balance of the Receivables at such time and (B) the aggregate cash and cash equivalents held, over (ii) the sum of (1) the Aggregate Invested Amount outstanding at such time, plus (2) the aggregate outstanding principal balance of the Subordinated Loans (including any Subordinated Loan proposed to be made on the date of determination).

Organizational Documents: For any Person, the documents for its formation and organization, which, for example, (i) for a corporation are its corporate charter and bylaws, (ii) for a partnership are its certificate of partnership (if applicable) and partnership agreement, (iii) for a limited liability company are its certificate of formation or organization and its operating agreement, regulations or the like and (iv) for a trust is the trust agreement, declaration of trust, indenture or bylaws under which it is created.

Original Balance: With respect to any Receivable coming into existence after the Initial Cutoff Date, the Outstanding Balance of such Receivable on the date it was created.

Originator: As defined in the preamble to the Agreement.

Purchase: The purchase pursuant to Section 1.2(a) of the Agreement by Buyer from any Originator of the Receivables and the Related Security and Collections related thereto, together with all related rights in connection therewith.

Purchase Agreement: The meaning set forth in the Preliminary Statements to the Agreement.

Purchase Price: With respect to the Purchase, the aggregate price to be paid by Buyer to any Originator for such Purchase in accordance with Section 1.3 of the Agreement for the Receivables, Collections and Related Security being sold to Buyer, which price shall equal on any date (i) the product of (A) the Outstanding Balance of such Receivables on such date, multiplied by (B) one minus the Discount Factor in effect on such date, minus (ii) any Purchase Price Credits to be credited against the Purchase Price otherwise payable in accordance with Section 1.4 of the Agreement.

Purchase Price Credit: As defined in Section 1.4 of the Agreement.

Purchase Report: As defined in Section 1.2(b) of the Agreement.

Receivable: All indebtedness and other obligations owed by any Obligor in the United States or Canada to any Originator (at the times it arises, and before giving effect to any transfer or conveyance under the Agreement) or Buyer (after giving effect to the transfers under the Agreement) or in which any Originator or Buyer has a security interest or other interest, including, without limitation, any indebtedness, obligation or interest constituting an account, chattel paper, instrument or general intangible, arising in connection with the sale of goods or the rendering of services by any Originator and further includes, without limitation, the obligation to pay any Finance Charges with respect thereto. Indebtedness and other rights and obligations arising from any one transaction, including, without limitation, indebtedness and other rights and obligations represented by an individual invoice, shall constitute a Receivable separate from a Receivable consisting of the indebtedness and other rights and obligations arising from any other transaction; provided, further, that any indebtedness, rights or obligations referred to in the immediately preceding sentence shall be a Receivable regardless or whether the account debtor or the related Originator treats such indebtedness, rights or obligations as a separate payment obligation; it being understood that any Receivable for which the Buyer has received a Purchase Price Credit pursuant to Section 1.4(b) in an amount equal to the full Outstanding Balance thereof shall not constitute a Receivable hereunder.

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Related Security: With respect to any Receivable:

(i)all of the related Originator’s interest in the inventory and goods (including returned or repossessed inventory or goods), if any, the sale, financing or lease of which by such Originator gave rise to such Receivable, and all insurance contracts with respect thereto,

(ii)all other security interests or liens and property subject thereto from time to time, if any, purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all financing statements and security agreements describing any collateral securing such Receivable,

(iii)all guaranties, letters of credit, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable whether pursuant to the Contract related to such Receivable or otherwise,

(iv)all service contracts and other contracts and agreements associated with such Receivable,

(v)all Records related to such Receivable,

(vi)all of such Originator’s right, title and interest in each Lock-Box and each Collection Account, and

(vii)all proceeds of any of the foregoing;

provided, however, that “Related Security” shall not include any Restricted Contract to the extent the assignment or transfer of, or the creation, attachment, perfection or enforcement of a security interest in, such Restricted Contract is not authorized by Section 9-406(d) of the UCC as in effect in each relevant jurisdiction.

36

Reportable Event: Any of the events set forth in Section 4043(c) of ERISA or the regulations thereunder, other than any such event for which the 30-day notice requirement under ERISA has been waived in regulations issued by the PBGC.

Required Capital Amount: As of any date of determination, an amount equal to the greater of (i) 3% of the Purchase Limit under the Purchase Agreement, and (ii) the product of (A) 1.5 times the product of the Default Ratio times the Loss Horizon Ratio, each as determined from themost recent Monthly Report received from the Servicer under the Purchase Agreement, and (B) the Outstanding Balance of all Receivables as of such date, as determined from the most recent Monthly Report received from the Servicer under the Purchase Agreement.

Restricted Contract: Any Contract that contains an enforceable provision affirmatively restricting the assignment of the related Originator’s rights under such Contract to another Person where such provision does not include any exception that could permit such an assignment to Buyer (other than obtaining the consent of another Person (other than the Originator) if required by such Contract) or the breach of which provision would result in the termination of such Contract.

Subordinated Loan: As defined in Section 1.3(a) of the Agreement.

Subordinated Note: A promissory note in substantially the form of Exhibit VI hereto as more fully described in Section 1.3 of the Agreement, as the same may be amended, restated, supplemented or otherwise modified from time to time.

Tax Code: The Internal Revenue Code of 1986, as the same may be amended from time to time.

Termination Date: The earliest to occur of (i) the Facility Termination Date (as defined in the Purchase Agreement), (ii) the Business Day immediately prior to the occurrence of a Termination Event set forth in Section 5.1(d), (iii) the Business Day specified in a written notice from Buyer to any Originator following the occurrence of any other Termination Event, and (iv) the date which is 10 Business Days after Buyer’s receipt of written notice from the Originators that they wish to terminate the facility evidenced by this Agreement.

Termination Event: As defined in Section 5.1 of the Agreement.

Unmatured Termination Event: An event which, with the passage of time or the giving of notice, or both, would constitute a Termination Event.

All accounting terms not specifically defined herein shall be construed in accordance with GAAP. Unless otherwise specified, all terms used in Article 9 of the UCC in the State of New York, and not specifically defined herein, are used herein as defined in such Article 9.

37

Exhibit II

Jurisdiction of Organization; Places of Business; Locations of Records;

Federal Employer Identification Number(s); Other Names

ARCH CHEMICALS, INC.

Jurisdiction of Organization: Virginia

Principal places of business:

501 Merritt 7

P.O. Box 5204

Norwalk, CT 06856-5204

(CHIEF EXECUTIVE OFFICE)

P.O. Box 547

2450 Olin Road

Brandenburg, KY 40108-0547

1200 Lower River Road

Charleston, TN 37310

350 Knotter Drive

Cheshire, CT 06410

960 I-10 at West Lake

Lake Charles, LA 70602

P.O. Box 28

1 Industrial Road

McIntosh, AL 36553-0028

100 McKee Road

P.O. Box 205

Rochester, NY 14601-0205

38

Location(s) of Records:

501 Merritt 7

P.O. Box 5204

Norwalk, CT 06856-5204

P.O. Box 547

2450 Olin Road

Brandenburg, KY 40108-0547

1200 Lower River Road

Charleston, TN 37310

350 Knotter Drive

Cheshire, CT 06410

960 I-10 at West Lake

Lake Charles, LA 70602

P.O. Box 28

1 Industrial Road

McIntosh, AL 36553-0028

100 McKee Road

P.O. Box 205

Rochester, NY 14601-0205

Federal employer identification number(s):

xx-xxxxxxx

Legal, Trade & Assumed Names:

JPL Corporation (former name from Aug. 25, 1998 through Nov. 5, 1998)

ARCH CHEMICALS SPECIALTY PRODUCTS, INC.

Jurisdiction of Organization: Delaware

Principal places of business:

39

501 Merritt 7

P.O. Box 5204

Norwalk, CT 06856-5204

(CHIEF EXECUTIVE OFFICE)

6550 South Mountain Road

Queen Creek, AZ 85242

P.O. Box 10099

Mesa, AZ 85216

Location(s) of Records:

501 Merritt 7

P.O. Box 5204

Norwalk, CT 06856-5204

6550 South Mountain Road

Queen Creek, AZ 85242

Federal employer identification number(s):

xx-xxxxxx

Legal, Trade & Assumed Names:

Olin Hunt Specialty Products, Inc. (former name from Dec. 31, 1990 through Feb. 9, 1999)

ARCH PERSONAL CARE PRODUCTS, L.P.

Jurisdiction of Organization: New Jersey

Principal places of business:

70 Tyler Place

South Plainfield, N.J. 07080

(CHIEF EXECUTIVE OFFICE)

Location(s) of Records:

70 Tyler Place

South Plainfield, N.J. 07080

40

Federal employer identification number(s):

xx-xxxxxx

Legal, Trade & Assumed Names:

None

ARCH WOOD PROTECTION, INC.

Jurisdiction of Organization: Delaware

Principal places of business:

1955 Lake Park Drive

Suite 250

Smyrna, GA 30080

(CHIEF EXECUTIVE OFFICE)

3941 Bonsal Road

Conley, GA 30288

Location(s) of Records:

1955 Lake Park Drive

Suite 250

Smyrna, GA 30080

3941 Bonsal Road

Conley, GA 30288

Federal employer identification number(s):

xx-xxxxxx

Legal, Trade & Assumed Names:

Hickson Corporation (former name from Nov. 9, 1988 through Dec. 18, 2000)

Hickson Timber Protection (DBA in South Carolina)

HUSA Corp. (DBA in Texas)

ARCH TREATMENT TECHNOLOGIES, INC.

Jurisdiction of Organization: Virginia

41

Principal places of business:

1955 Lake Park Drive

Suite 250, Smyrna, GA 30080

Location(s) of Records:

1955 Lake Park Drive

Suite 250, Smyrna, GA 30080

Federal employer identification number(s):

xx-xxxxxxx

Legal, Trade & Assumed Names:

None

42

Exhibit III

Lock-boxes; Collection Accounts; Collection Banks

·   PNC Bank, National Association Treasury Management Two Tower Center, 17th Floor East Brunswick, NJ 08816
Lock Box: P.O. Box 640060 Pittsburgh, PA 15264-0060	Collection Account Number: XXXXXXX
·   The Northern Trust Company 50 South LaSalle Street Chicago, Illinois 60675
Lock Box: P.O. Box 92892 Chicago, IL 60675-2892 Lock Box: P.O. Box 91410 Chicago, IL 60675	Collection Account Number: XXXXX Collection Account Number: XXXXX
·   JP Morgan Chase Bank One Chase Manhattan Plaza New York, NY 10081
Lock Box: P.O. Box 910724 Dallas, TX 75391-0724	Collection Account Number: XXX-XXX-XXXX
·   The Toronto-Dominion Bank Transit 1104 77 Bloor St W Toronto, Ontario M5S1M2
Lock Box: P.O. Box 6100 Postal Station F Toronto, ON  M4Y2Z2 Lockbox: T6260	Collection Account Number: XXXXXXXXXXX (Canadian Dollars)

43

·   Wachovia Bank 191 Peachtree Street Atlanta, GA 30303
Lock Box: P.O. Box 101308 Atlanta, GA 30392-1308 P.O. Box 945582 Atlanta, GA 30394-5582 P.O. Box 930597 Atlanta, GA 31193 P.O. Box 932727 Atlanta, GA 31193 P.O. Box 75335 Charlotte, NC 28275-0335 P.O. Box 751822 Charlotte, NC 28275-1822	Collection Account Number: XXXXXXXXXXXX XXXXXXXXXXXX XXX-XXXX-XXX-XXX XXX-XXXX-XXX-XXX XXXXXXXXXXXXX XXXXXXXXXXXXX

44

Exhibit IV

Form of Compliance Certificate

This Compliance Certificate is furnished pursuant to Section 4.1(a)(iii) of that certain Receivables Sale Agreement dated as of June 27, 2005, between [Originator Name] (“Originator”) and certain of its affiliates, as sellers, and Arch Chemicals Receivables Corp., as buyer (as amended, restated or otherwise modified from time to time, the “Agreement”). Capitalized terms used and not otherwise defined herein are used with the meanings attributed thereto in the Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1.I am the duly elected ______________ of Originator.

2.I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and financial conditions of Arch and its Subsidiaries during the accounting period covered by the attached financial statements.

3.The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes a Termination Event or an Unmatured Termination Event, as each such term is defined under the Agreement, during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate[, except as set forth below].

[4.Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which Arch Chemicals and its Subsidiaries have taken, are taking, or propose to take with respect to each such condition or event: _______________________________].

The foregoing certifications, together with the computations set forth in Schedule I hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this ____ day of ______________, 200_.

_____________________________

[Name]

45

Exhibit V

Credit and Collection Policy

[see attached]

46

Corporate Accounting Procedure

Procedure Number: CAP 82.1

Contact: Glenn Lifrieri, Director of Corporate Credit

Effective: September 2004

Supercedes: March 2002

Page: 1 of 13

CREDIT AND COLLECTION POLICY

CREDIT

1.     OBJECTIVES

Ø   Credit sales are made only to customers having the financial ability to pay.

Ø   Collections are made for all credit sales.

Ø   All write-offs of uncollectible customer account balances are authorized.

2.     CREDIT CONTROL & CREDIT LINE ESTABLISHMENT

2.1 Control Considerations

1.     Credit department operations are to be separate from the marketing or sales function. This is necessary to ensure the independent credit judgment essential for protection of the company’s investment in trade accounts receivable.

2.     Credit approval authority resides with the Director, Corporate Credit, or in the case of decentralized credit management, credit approval authority is to be designated and delegated by the senior finance management of each division or subsidiary (See Exhibit A, Table of Authority, Credit Line Approval Levels). Such delegation is to be in writing, and is to state the credit line amount beyond which higher management approval is required. It is permissible to re-delegate credit approval authority to additional personnel within the credit function or finance, as appropriate.

3.     Credit terms are to be approved by the business segment’s General Manager or Financial Officer, or by their delegate, and by the Director of Corporate Credit, as required (see special credit terms, section 2.6 below). In the case of decentralized divisions and subsidiaries, credit terms are to be approved by the senior manager and senior credit executive of such entities.

Page 1 of 13

Corporate Accounting Procedure

Procedure Number: CAP 82.1

Contact: Glenn Lifrieri, Director of Corporate Credit

Effective: September 2004

Supercedes: March 2002

Page: 2 of 13

2.2 Credit Applications

1.     Applications for credit terms may result from correspondence direct from customers, or as a result of contacts with prospective customers by marketing or sales personnel. The sales or customer service representative contacted by the customer is required to have the customer complete the Arch Chemicals Customer Information Application (See Exhibit C for attached copy), or to complete a comparable credit application or credit information form. All such credit applications are to be promptly forwarded to the Director of Corporate Credit, or to a designated credit manager or analyst, for handling.

2.     The Arch Chemicals credit application, or other similar form utilized by the customer or Arch business segment, should generally contain the following information:

§   Customer's name and address

§   Names and titles of customer contacts

§   Bank and trade references

§   Estimated annual or monthly sales volume

§   Credit line requested

§   Tax-exempt status

§   Signatures (i.e., Applicant, Arch Sales Manager, Arch Credit Manager)

3.     If the sales to the prospective customer will be tax exempt, the customer is to supply a copy of their tax exemption certificate with their credit application. Corporate Credit or the local credit office should maintain a copy of the certificate for use by the Corporate Tax Dept.

2.3 Credit Investigation

1.     Upon receipt of a request or application for credit, credit investigations should be started promptly. The extent of a particular credit investigation is dependent upon many factors, such as the potential number and dollar volume of orders, the size of a one-time order, available credit information, etc. Some sources of information are:

§   Dun & Bradstreet (D&B)

§   Credit group reports

§   Bank and trade reference checks (at least three)

§   Customer financial statements, either audited or unaudited

Page 2 of 13

Corporate Accounting Procedure

Procedure Number: CAP 82.1

Contact: Glenn Lifrieri, Director of Corporate Credit

Effective: September 2004

Supercedes: March 2002

Page: 3 of 13

2.     The Credit department should contact three of the customer’s trade references using the Trade Credit Reference Request (see Exhibit D for attached copy) or a similar credit inquiry tool. When necessary, a D&B or comparable credit bureau report, and bank references should also be obtained and reviewed. Bank references are generally difficult to obtain and may be of limited value, therefore processing of the customer’s credit application should not be unduly delayed in order to seek a bank reference.

3.     Credit investigations involving customers located in foreign countries may also potentially include assessments of the following risk factors before credit is approved:

§   Commercial law variation

§   Stability of the country in which the customer is located

§   Availability of foreign exchange

§   Financial statement variation (i.e., accounting method differences)

2.4 Credit Limit Amounts

New customer accounts are to be established only when properly authorized by the credit function. The responsible credit manager, analyst or other designated individual, in consultation with the management of the business unit, is to establish the criteria for granting credit limits to customers. The criteria should be such that:

1.     Credit will be provided to customers in sufficient amounts to maximize sales, while at the same time controlling exposure to minimize bad debt losses. The attached schedule of Dun & Bradstreet Ratings and Credit Lines may be used as a general reference guide.

2.     Credit limit amounts or exposure levels are to be determined by the Director of Credit, or by a person designated by the business segment financial management, upon completion of the credit investigation.

3.    Credit limit amounts represent a credit limit beyond which a manager of the credit function is to specifically approve each additional order, unless an overriding credit rating (See Exhibit B) or credit risk code in the system has been designated for the customer in question. (See Exhibit A, Table of Credit Line Authority)

4.     Credit files are to be maintained and kept current. Files for new customers should include a credit application, completed trade credit references, and other credit information and/or financial statement data (See Credit History section 2.5)

Page 3 of 13

Corporate Accounting Procedure

Procedure Number: CAP 82.1

Contact: Glenn Lifrieri, Director of Corporate Credit

Effective: September 2004

Supercedes: March 2002

Page: 4 of 13

5.     The following information shall be entered into the customer’s master records: a credit limit, credit risk code (if a systematic risk code tool exists), and a credit review date, if required.

6.     All credit limits and credit risk category codes are subject to review and change if any of the following occur:

a.   Information is received indicating an unfavorable change in credit agency rating, adverse report from suppliers or bank, adverse report from sales rep., etc.

b.   Remittances are not received in accordance with agreed-upon terms of payment.

c.   Customers’ orders exceed their credit limit.

It is then the responsibility of the Credit function to review the affected customers’ credit limits and risk categories.

7.     Accounts with a historically good payment record and no measurable credit risk, may be assigned a credit limit and risk code sufficient to meet their anticipated requirements. This is intended to see that all of the customer’s purchasing requirements will be met.

8.     Restrictions are to be placed on accounts commensurate with specific credit risks. Customers deemed to be poor credit risks may be denied credit altogether and sold only on a secured or cash-in-advance basis.

9.     Credit limit amounts and credit files are to be reassessed by the credit department on an ongoing basis and adjusted as necessary to reflect any changes in credit risk.

10.   Credit limit amounts, or any changes thereto, are to be promptly furnished to Sales & Marketing as requested, for their use in dealing with customers, and as requested, to any departments involved in the checking of credit prior to accepting and/or shipping customer orders.

11.   All changes to credit limit amounts shall be documented in writing or electronically on the accounts receivable or SAP system, and should include:

§   Customer name and address

§   Credit limit amount and any applicable restrictions

§   The person approving the credit

Page 4 of 13

Corporate Accounting Procedure

Procedure Number: CAP 82.1

Contact: Glenn Lifrieri, Director of Corporate Credit

Effective: September 2004

Supercedes: March 2002

Page: 5 of 13

2.5 Credit History Files

As much as possible, the SAP system, or a comparable online system, is to serve as an electronic credit file, reflecting relevant notes and documentation on credit lines and risk codes, and dates and reasons for changes to same. If possible, Dun & Bradstreet or similar credit bureau reports are also to be retained in an electronic filing system, utilizing desktop or server based software, or a similar shared database, that is accessible to credit department personnel.

In addition, hard copy customer credit history files should be maintained. These files may include such customer credit information as:

§   Customer Information Application or credit application form (this may not be available for customers of many years standing)

§   Sales Tax Exemption information, if applicable

§   Trade references

§   Financial statements, if available

§   D&B or other credit bureau hard copy reports and relevant alerts

§   Relevant information from newspapers (electronic or paper) or trade publications

§   Information provided by various credit reporting services

§   Information provided by the customer or Sales

The accounts receivable system and credit history files are to be checked for past credit standings, to determine if the name of a former customer appears on a new customer credit application. Any amounts previously written off as uncollectible debts should be pursued for possible recovery.

2.6 Special Credit Terms

The authorized standard payment terms for Arch Chemicals (domestic) are Net 30. Payment terms for exports made from the U.S. to International customers may vary from 60 to 90 days or more, based on country risk and industry and local practice. Standard payment terms for International subsidiaries and affiliates, and any exceptions to these, are to be determined by the general management and finance/credit management of these businesses.

Any special terms arrangements increase the working capital required to conduct operations, and adversely affect A/R turnover and DSO. Consequently, any request from customers or

Page 5 of 13

Corporate Accounting Procedure

Procedure Number: CAP 82.1

Contact: Glenn Lifrieri, Director of Corporate Credit

Effective: September 2004

Supercedes: March 2002

Page: 6 of 13

sales personnel for special credit termsare to be made in writing, and should be approved by the segment/division’s head of Sales, General Manager and/or its Finance Officer. These special terms are then to be presented to the Director, Corporate Credit, or to the appropriate business segment manager responsible for credit management.

Exceptions:

Ordinarily, special payment terms other than Net 30 are justified only to meet a competitive situation and if the sale would otherwise be lost. In order to justify such a competitive credit terms exception, the customer should supply Sales with written proof of such competitive terms, in the form of a P.O. or invoice copy.

Following are some additional examples of specific credit terms exceptions:

§   In support of the shipment of seasonal products and for early buy programs, such as for HTH water chemicals.

§   In exchange for payment by electronic funds transfer (EFT) or ACH.

2.7 Terms for EFT Payments (Electronic Funds Transfer)

EFT terms arrangements for domestic U.S. customers shall be coordinated with and approved by Corporate Treasury and Corporate Credit. If the customer requires extra days as a condition for making EFT payments, Corporate Treasury and Corporate Credit must be consulted.

Any additional dating terms allowed to domestic U.S. customers that pay by EFT should not exceed 4 days, unless approved by Treasury and the Director of Corporate Credit. Such additional terms, if granted, are intended as an incentive to do EFT and/or in compensation for the customer’s perceived loss of mail and check float.

Page 6 of 13

Corporate Accounting Procedure

Procedure Number: CAP 82.1

Contact: Glenn Lifrieri, Director of Corporate Credit

Effective: September 2004

Supercedes: March 2002

Page: 7 of 13

Trade A/R COLLECTION

3.1 Monitoring Accounts Receivable for Past Due Balances

Open customer accounts must be monitored to determine past due balances that may require follow-up, and to provide all necessary information required to enforce collection.

1.     Monitoring open customer accounts may be accomplished during the order entry process and through a regular review of customer Aged Trial Balance reports. In addition, during the cash application process, customer accounts may be reviewed and necessary action taken to clear aged deductions and questionable items. However, all adjustments resulting from such action must be approved in writing or in accordance with established procedures (i.e., credit memo approval process, etc.).

2.     Aged accounts receivable balances and ATB reports are to be reviewed periodically (at least quarterly), to identify unusual open items and customers who are becoming slow-pay accounts, etc.

3.     When departments other than the credit function are responsible for monitoring open customer balances, the system must ensure that all appropriate past due information is provided to the credit function for its use in effecting collection and managing credit risk.

4.     Comments should be made on-line in any relevant system fields where text notes may be recorded (e.g., in SAP’s Credit Master Sheet, or in its Display Customer Line Items or DMC screens). Customer service, credit analysts or other responsible personnel are to document their findings in these notes and/or in other written form (e.g., on copies of ATB reports) to serve as a document of collections efforts and to be supplied to credit personnel, as needed.

3.2 Accounts Receivable Collection Practices

Credit functions, accounts receivable staff and at times Customer Service, may be responsible for working together to collect past due balances, and to review and resolve payment discrepancies. Whatever collections methods are used, (see general guidelines in section

Page 7 of 13

Corporate Accounting Procedure

Procedure Number: CAP 82.1

Contact: Glenn Lifrieri, Director of Corporate Credit

Effective: September 2004

Supercedes: March 2002

Page: 8 of 13

3.2.4 below), any additional or detailed collections procedures should be in writing and should be consistently followed. Each function shall have access to ATB reports and customer’s A/R displays on the system, as required to effect collection of accounts receivable.

1.     During the cash application process, deductions (short payments) should be assigned reason codes, if the system provides this capability, in order to facilitate subsequent investigation and resolution.

2.     Appropriate notations of the collections actions taken are to be made in the online system or in another relevant tracking tool, and/or placed in the credit file to document the follow-up.

3.     Detailed collection practices and the system of follow-up on past due accounts may vary depending on the type of business or on the marketing methods of each business unit.

4.     Guidelines and examples of some past due account actions and collection follow-up that should be taken are:

§   Past dues are to be identified by a regular online review of customer account balances, or by the periodic review (e.g., monthly) of customers’ Aged Trial Balance (ATB) reports.

§   A customer contact should be made (by phone, fax or email) once an invoice has gone past due beyond accepted payment terms in excess of an acceptable time period.

§   Generally, this collections contact should be made as early as one day and no later than 30 days after invoice due date. Active collections follow-up may vary by business, however it is encouraged to begin as early as 10 to 15 days after due date.

§   Telephone or email contact should seek to identify reasons for delinquency and to assure prompt payment of both the delinquent item(s) and all other obligations.

§   A commitment should be sought for payment resolution by a certain date, with customers’ promises and payment information (e.g., check number, check date, date mailed, check amount) recorded in the online system or in a manual file or report.

§   As appropriate, action dates for follow-up collection calls should be used and noted in an online system (e.g. SAP’s DMC), in Microsoft Outlook, in an electronic calendar, or in another appropriate reminder, “tickler system,” or work prioritization tool.

§   Statements shall be faxed or mailed to delinquent customers, as appropriate.

§   Reminder letters shall be sent to delinquent customers, as appropriate.

§   Sales representatives and/or customer service may assist in the collections effort.

5.     Each business unit may establish the point beyond which interest may potentially be charged on past due customer balances. Rates to be charged should not be less than those that Arch must pay when obtaining short term financing. Consideration should be given to the ultimate collectibility of interest charges, and the need to monitor that any such charges that are assessed do not become stale receivables.

Page 8 of 13

Corporate Accounting Procedure

Procedure Number: CAP 82.1

Contact: Glenn Lifrieri, Director of Corporate Credit

Effective: September 2004

Supercedes: March 2002

Page: 9 of 13

given to the ultimate collectibility of interest charges, and the need to monitor that any such charges that are assessed do not become stale receivables.

3.3 Use of Collection Agencies

1.     Seriously past due accounts are to be placed in the hands of a professional collection agency or lawyer only after all other collection efforts have been exhausted. Sales shall be notified and a final demand letter shall be sent to the customer before placing a debt.

2.     The approval of the Director of Credit, or of the affiliate/business segment’s credit manager or credit authority, is required when placing an account with an outside collection agency. Subsequently, Credit should consult with Legal to obtain necessary approval prior to commencing a lawsuit for collection, if the suit is for a material amount, and/or it has the potential for a counter claim on breach of contract or product liability.

3.     Following placement for collection, Corporate Credit or the business segment’s credit professional is to closely monitor the collection efforts of the collection agency until either the customer makes a satisfactory arrangement to pay the past due account or the collection agency has determined the account to be uncollectible.

3.4 Accounts Receivable Write-offs

See CAP 83.0 for detailed policy and procedures on Doubtful Accounts and Bad Debts.

1.     Financial Officers or their delegates must approve all write-offs of uncollectible accounts.

2.     Periodically, but at least annually, past due accounts and accounts placed for collections are to be reviewed with the Financial Officer, or with the affiliate/subsidiary finance manager, to assess whether any write-offs are appropriate.

3.     Estimated bad debts shall also be analyzed periodically, in order to determine the adequacy of the Bad Debt Reserve. Corporate Credit, or the responsible credit professional of the affiliate or business segment, should assist in the identification of potentially uncollectible accounts for this reserve analysis.

Page 9 of 13

Corporate Accounting Procedure

Procedure Number: CAP 82.1

Contact: Glenn Lifrieri, Director of Corporate Credit

Effective: September 2004

Supercedes: March 2002

Page: 10 of 13

4.     The determination that an account balance is uncollectible shall be made in consultation with Corporate Credit and the financial officers of the business segments. In the case of International subsidiaries and affiliates, this decision shall be made by the credit and finance management of the business. Upon write-off approval, accounts will be transferred to the Allowance for Doubtful Accounts.

5.     When collection agencies recommend write-offs of accounts that have been only partially collected, customers should be contacted to confirm amounts paid. This will serve as a check on the accuracy of agency remittances.

6.     Accounts written off as uncollectible may nevertheless be able to pay some percentage of the outstanding balance at a later date. Therefore, credit files on these accounts are to be maintained and periodically followed up by the credit functions, regardless of whether the customer became bankrupt, went out of business, or refused to pay.

3.5 Credits to A/R

Credits may be granted from time to time consistent with the applicable sections of the separate Accounts Receivable Trade (CAP 61.1) and Billing (CAP 81.1) policies.

Page 10 of 13

Corporate Accounting Procedure

Procedure Number: CAP 82.1

Contact: Glenn Lifrieri, Director of Corporate Credit

Effective: September 2004

Supercedes: March 2002

Page: 11 of 13

Modification

Amendment and modification to contracts for credit sales shall be made consistent with this Credit and Collection Policy, and with Corporate policies and procedures.

Page 11 of 13

Corporate Accounting Procedure

Procedure Number: CAP 82.1

Contact: Glenn Lifrieri, Director of Corporate Credit

Effective: September 2004

Supercedes: March 2002

Page: 12 of 13

Exhibit A

Table of Authority

Credit Line Approval Levels

	Amount in Dollars
Vice President & Treasurer	Over $5 million
Director, Corporate Credit	Up to $5 million
Financial Officers	Up to $2 million
Finance Director / Subsidiary Finance	Up to $1 million
Credit Manager	Up to $500,000
Senior / International Credit Analyst	Up to $100,000
Credit Analyst	Up to $50,000

Page 12 of 13

Corporate Accounting Procedure

Procedure Number: CAP 82.1

Contact: Glenn Lifrieri, Director of Corporate Credit

Effective: September 2004

Supercedes: March 2002

Page: 13 of 13

Exhibit B

Dun & Bradstreet Ratings and Pre-Authorized Credit Limits

The existence of a positive D&B rating indicating a customer’s financial strength and credit capacity, can be used as a guideline for establishing a credit limit, provided that no negative information exists from other credit sources.

The D&B rating must be “in date” or current, and it should be reviewed periodically for any negative revisions.

“Grade 1”	Credit Line	“Grade 2”	Credit Line
D&B Rating	Pre-Authorized Guideline	D&B Rating	Pre-Authorized Guideline
5A1	500,000	5A2	400,000
4A1	400,000	4A2	300,000
3A1	250,000	3A2	200,000
2A1	200,000	2A2	100,000
1A1	100,000	1A2	75,000
BA1	50,000	BA2	40,000
BB1	40,000	BB2	30,000
CB1	30,000	CB2	20,000
CC1	25,000	CC2	15,000
DC1	20,000	DC2	15,000
DD1	15,000	DD2	10,000
EE1	10,000	EE2	5,000

Page 13 of 13

Exhibit VI

Form of Subordinated Note

SUBORDINATED NOTE

______________, 200_

1.Note. FOR VALUE RECEIVED, the undersigned, Arch Chemicals Receivables Corp., a Delaware corporation (“SPV”), hereby unconditionally promises to pay to the order of [ORIGINATOR NAME], a(n) __________ ***[corporation][limited liability company][partnership]*** (“Originator”), in lawful money of the United States of America and in immediately available funds, on or before the date following the Termination Date which is one year and one day after the date on which (a) the Outstanding Balance of all Receivables sold under the “Sale Agreement” referred to below has been reduced to zero and (b) Originator has paid to Buyer all indemnities, adjustments and other amounts which may be owed thereunder in connection with the Purchase thereunder (the “Collection Date”), the aggregate unpaid principal sum outstanding of all “Subordinated Loans” made from time to time by Originator to SPV pursuant to and in accordance with the terms of that certain Receivables Sale Agreement dated as of June 27, 2005 between Originator and certain of its affiliates, as sellers, and SPV, as buyer (as amended, restated, supplemented or otherwise modified from time to time, the “Sale Agreement”). Reference to Section 1.3 of the Sale Agreement is hereby made for a statement of the terms and conditions under which the loans evidenced hereby have been and will be made. All terms which are capitalized and used herein and which are not otherwise specifically defined herein shall have the meanings ascribed to such terms in the Sale Agreement.

2.Interest. SPV further promises to pay interest on the outstanding unpaid principal amount hereof from the date hereof until payment in full hereof at a rate equal to the 1-month LIBOR rate published in The Wall Street Journal on the first Business Day of each month (or portion thereof) during the term of this Subordinated Note, computed for actual days elapsed on the basis of a year consisting of 360 days and changing on the first business day of each month hereafter (“LIBOR”); provided, however, that if SPV shall default in the payment of any principal hereof, SPV promises to pay, on demand, interest at the rate equal to LIBOR plus 2.00% per annum on any such unpaid amounts, from the date such payment is due to the date of actual payment. Interest shall be payable on the first Business Day of each month in arrears; provided, however, that SPV may elect on the date any interest payment is due hereunder to defer such payment and upon such election the amount of interest due but unpaid on such date shall constitute principal under this Subordinated Note. The outstanding principal of any loan made under this Subordinated Note shall be due and payable on the Collection Date and may be repaid or prepaid at any time without premium or penalty.

3.Principal Payments. Originator is authorized and directed by SPV to enter on the grid attached hereto, or, at its option, in its books and records, the date and amount of each loan made by it which is evidenced by this Subordinated Note and the amount of each payment of principal made by SPV, and absent manifest error, such entries shall constitute prima facie evidence of the accuracy of the information so entered; provided that neither the failure of Originator to make any such entry or any error therein shall expand, limit or affect the obligations of SPV hereunder.

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4.Subordination. Originator shall have the right to receive, and SPV shall make, any and all payments and prepayments relating to the loans made under this Subordinated Note, provided that, after giving effect to any such payment or prepayment, the SPV’s Net Worth would be less than the Required Capital Amount. Originator hereby agrees that at any time during which the conditions set forth in the proviso of the immediately preceding sentence shall not be satisfied, Originator shall be subordinate in right of payment to the prior payment of any indebtedness or obligation of SPV owing to the Administrator or TPF under that certain Receivables Purchase Agreement dated as of June 27, 2005 (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”) by and among SPV, Arch Chemicals, Inc., as initial Servicer, Three Pillars Funding LLC and SunTrust Capital Markets, Inc., as agent and administrator for TPF and its liquidity providers (in such capacity, the “Administrator”). The subordination provisions contained herein are for the direct benefit of, and may be enforced by, the Administrator, TPF and/or any of their respective assignees (collectively, the “Senior Claimants”) under the Purchase Agreement. Until the date on which the “Aggregate Invested Amount” outstanding under the Purchase Agreement has been repaid in full and all other obligations of SPV and/or the Servicer thereunder and under the “Fee Letter” referenced therein (all such obligations, collectively, the “Senior Claim”) have been indefeasibly paid and satisfied in full, Originator shall not institute against SPV any proceeding of the type described in Section 5.1(d) of the Sale Agreement unless and until the Collection Date has occurred. Should any payment, distribution or security or proceeds thereof be received by Originator in violation of this Section 4, Originator agrees that such payment shall be segregated, received and held in trust for the benefit of, and deemed to be the property of, and shall be immediately paid over and delivered to the Administrator for the benefit of the Senior Claimants.

5.Bankruptcy; Insolvency. Upon the occurrence of any proceeding of the type described in Section 5.1(d) of the Sale Agreement involving SPV as debtor, then and in any such event the Senior Claimants shall receive payment in full of all amounts due or to become due on or in respect of the Aggregate Invested Amount and the Senior Claim (including “Yield” as defined and as accruing under the Purchase Agreement after the commencement of any such proceeding, whether or not any or all of such Yield is an allowable claim in any such proceeding) before Originator is entitled to receive payment on account of this Subordinated Note, and to that end, any payment or distribution of assets of SPV of any kind or character, whether in cash, securities or other property, in any applicable insolvency proceeding, which would otherwise be payable to or deliverable upon or with respect to any or all indebtedness under this Subordinated Note, is hereby assigned to and shall be paid or delivered by the Person making such payment or delivery (whether a trustee in bankruptcy, a receiver, custodian or liquidating trustee or otherwise) directly to the Administrator for application to, or as collateral for the payment of, the Senior Claim until such Senior Claim shall have been paid in full and satisfied.

6.Amendments. This Subordinated Note shall not be amended or modified except in accordance with Section 7.1 of the Sale Agreement. The terms of this Subordinated Note may not be amended or otherwise modified without the prior written consent of the Administrator for the benefit of TPF and its assigns.

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7.GOVERNING LAW. THIS SUBORDINATED NOTE HAS BEEN MADE AND DELIVERED AT NEW YORK, NEW YORK, AND SHALL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LAWS AND DECISIONS OF THE STATE OF NEW YORK. WHEREVER POSSIBLE EACH PROVISION OF THIS SUBORDINATED NOTE SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER APPLICABLE LAW, BUT IF ANY PROVISION OF THIS SUBORDINATED NOTE SHALL BE PROHIBITED BY OR INVALID UNDER APPLICABLE LAW, SUCH PROVISION SHALL BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR INVALIDITY, WITHOUT INVALIDATING THE REMAINDER OF SUCH PROVISION OR THE REMAINING PROVISIONS OF THIS SUBORDINATED NOTE.

8.Waivers. All parties hereto, whether as makers, endorsers, or otherwise, severally waive presentment for payment, demand, protest and notice of dishonor. Originator additionally expressly waives all notice of the acceptance by any Senior Claimant of the subordination and other provisions of this Subordinated Note and expressly waives reliance by any Senior Claimant upon the subordination and other provisions herein provided.

9.Assignment. This Subordinated Note may not be assigned, pledged or otherwise transferred to any party other than Originator without the prior written consent of the Administrator, and any such attempted transfer shall be void.

ARCH CHEMICALS RECEIVABLES CORP.
By:	/s/
	Name: Title:

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Schedule

to

SUBORDINATED NOTE

SUBORDINATED LOANS AND PAYMENTS OF PRINCIPAL

  Date Amount of Subordinated Loan Amount of
Principal Paid Unpaid Principal Balance Notation made
by (initials)

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Exhibit VII

[Form of] Purchase Report

For the Calculation Period beginning [date] and ending [date]

TO: BUYER AND THE AGENT (AS BUYER’S ASSIGNEE)

Aggregate Outstanding Balance of all Receivables sold during the period:	$_____________		A
Less: Aggregate Outstanding Balance of all Receivables sold during such period which were not Eligible Receivables on the date when sold:	($____________)		(B)
Equals: Aggregate Outstanding Balance of all Eligible Receivables sold during the period (A - B):		$___________	=C
Less: Purchase Price discount during the Period:	($____________)		(D)
Equals: Gross Purchase Price Payable during the period (C - D)		$____________	=E
Less: Total Purchase Price Credits arising during the Period:	($____________)		(F)
Equals: Net Purchase Price payable during the Period (E - F):		$____________	=G
Cash Purchase Price Paid to Originator during the Period:	$_____________		H
Subordinated Loans made during the Period:	$_____________		I
Less: Repayments of Subordinated Loans received during the Period:	($____________)		(J)
Equals: Purchase Price paid in cash or Subordinated Loans during the period (H + I - J):		$_____________	=K
Aggregate Outstanding Balance of Receivables contributed during the Period:	$_____________		L

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Schedule A

DOCUMENTS TO BE DELIVERED TO BUYER

ON OR PRIOR TO THE PURCHASE

1.Executed copies of the Receivables Sale Agreement, duly executed by the parties thereto.

2.Copy of the Credit and Collection Policy to attach to the Receivables Sale Agreement as an Exhibit.

3.A certificate of each Originator’s [and, if applicable, its general partner’s] Secretary or Assistant Secretary certifying:

(a)A copy of the Resolutions of its Board of Directors (or comparable body), authorizing its execution, delivery and performance of the Receivables Sale Agreement and the other documents to be delivered by it thereunder;

(b)A copy of its Organizational Documents (also certified, to the extent that such documents are filed with any governmental authority, by the Secretary of State of its jurisdiction of organization on or within thirty (30) days prior to the Closing Date);

(c)Good Standing Certificates for such Person issued by the Secretaries of State of its state of organization and the state where it maintains its chief executive office; and

(d)The names and signatures of the officers authorized on its behalf to execute the Receivables Sale Agreement and any other documents to be delivered by it thereunder.

4.Pre-filing state and federal tax lien, judgment lien and UCC lien searches dated within thirty (30) days of the Closing Date against each Originator from the following jurisdictions:

(a)Jurisdiction of Organization

(b)Location of chief executive office

5.Time stamped receipt copies of proper financing statements, duly filed under the UCC on or before the date of the initial Purchase (as defined in the Receivables Sale Agreement) in all jurisdictions as may be necessary or, in the opinion of Buyer (or its assigns), desirable, under the UCC of all appropriate jurisdictions or any comparable law in order to perfect the ownership interests contemplated by the Receivables Sale Agreement.

6.Time stamped receipt copies of proper UCC termination statements, if any, necessary to release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by any Originator.

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7.Executed Collection Account Agreements for each Lock-Box and Collection Account.

8.A favorable opinion of legal counsel for the Originators (and, if applicable, its general partner) reasonably acceptable to the Administrator which addresses the following matters and such other matters as the Administrator may reasonably request:

(a)due authorization, execution, delivery, enforceability and other corporate matters with respect to each of the Originators (and such general partner);

(b)the creation of a first priority perfected security interest in favor of the Buyer (and the Administrator for the benefit of the Secured Parties as its assignee) in (1) all of the Receivables and (2) all proceeds of any of the foregoing;

(c)the existence of a “true sale” of the Receivables from Originators to the Buyer under the Receivables Sale Agreement;

(d)the inapplicability of the doctrine of substantive consolidation to Buyer and any Originator or its affiliates or in connection with any bankruptcy proceeding involving Buyer, any Originator or such affiliates.

9.A Certificate of each Originator’s chief financial officer or treasurer certifying that, as of the closing date, no Termination Event or Unmatured Termination Event exists and is continuing.

10.Executed copies of all consents from and authorizations by any Persons and all waivers and amendments to existing credit facilities, that are necessary in connection with the Receivables Sale Agreement.

11.Executed Subordinated Note by Buyer in favor of each Originator.

12.If applicable, a direction letter executed by each Originator authorizing Buyer (and the Administrator, as its assignee) and directing warehousemen to allow Buyer (and the Administrator, as its assignee) to inspect and make copies from each Originator’s books and records maintained at off-site data processing or storage facilities.

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Schedule 1.1

INITIAL CONTRIBUTED RECEIVABLES

$4,693,701.48

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EX-10.2

Exhibit 10.2

RECEIVABLES PURCHASE AGREEMENT

Dated as of June 27, 2005

Among

ARCH CHEMICALS RECEIVABLES CORP., as Seller,

ARCH CHEMICALS, INC., as initial Servicer,

THREE PILLARS FUNDING LLC

and

SUNTRUST CAPITAL MARKETS, INC., as Administrator

TABLE OF CONTENTS

		Page
Article I Purchase Arrangements		1
Section 1.1	Purchase Facility.	1
Section 1.2	Incremental Purchases.	2
Section 1.3	Decreases.	2
Section 1.4	Deemed Collections	3
Section 1.5	Payment Requirements and Computations.	3
Article II Payments and Collections		4
Section 2.1	Payments of Recourse Obligations.	4
Section 2.2	Collections Prior to the Facility Termination Date.	4
Section 2.3	Application of Collections After the Facility Termination Date.	5
Section 2.4	Payment Rescission.	6
Section 2.5	Clean Up Call; Reconveyance of Receivable Interests.	6
Article III Commercial Paper Funding		7
Section 3.1	CP Costs.	7
Section 3.2	Calculation of CP Costs.	7
Section 3.3	CP Costs Payments.	7
Section 3.4	Default Rate.	7
Article IV Liquidity Fundings		7
Section 4.1	Liquidity Fundings.	7
Section 4.2	Yield Payments.	8
Section 4.3	Selection and Continuation of Interest Periods.	8
Section 4.4	Liquidity Funding Yield Rates.	8
Section 4.5	Suspension of the LIBO Rate.	8
Section 4.6	Default Rate.	9
Article V Representations and Warranties		9
Section 5.1	Representations and Warranties of the Seller Parties.	9
Article VI Conditions of Purchases		14
Section 6.1	Conditions Precedent to Initial Incremental Purchase.	14
Section 6.2	Conditions Precedent to All Purchases and Reinvestments.	14
Article VII Covenants		15
Section 7.1	Affirmative Covenants of the Seller Parties.	15
Section 7.2	Negative Covenants of the Seller Parties.	23
Article VIII Administration and Collection		25
Section 8.1	Designation of Servicer.	25
Section 8.2	Duties of Servicer.	26
Section 8.3	Collection Notices.	27
Section 8.4	Responsibilities of the Seller.	28
Section 8.5	Receivables Reports.	28
Section 8.6	Servicing Fee.	28
Article IX Amortization Events		29
Section 9.1	Amortization Events.	29
Section 9.2	Remedies.	32

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Article X Indemnification		32
Section 10.1	Indemnities by the Seller Parties.	32
Section 10.2	Increased Cost and Reduced Return.	35
Section 10.3	Other Costs and Expenses.	35
Section 10.4	Allocations.	36
Article XI The Administrator		36
Section 11.1	Authorization and Action.	36
Section 11.2	STCM, SunTrust Bank and Affiliates.	36
Article XII Assignments and Participations		37
Section 12.1	Assignments and Participations by TPF.	37
Section 12.2	Prohibition on Assignments by the Seller Parties.	37
Article XIII Miscellaneous		37
Section 13.1	Waivers and Amendments.	37
Section 13.2	Notices.	37
Section 13.3	Protection of Administrator’s Security Interest.	38
Section 13.4	Confidentiality.	39
Section 13.5	Bankruptcy Petition.	40
Section 13.6	Limitation of Liability.	40
Section 13.7	No recourse against TPF	40
Section 13.8	Limitation on Payments	40
Section 13.9	CHOICE OF LAW.	41
Section 13.10	CONSENT TO JURISDICTION.	41
Section 13.11	WAIVER OF JURY TRIAL.	42
Section 13.12	Integration; Binding Effect; Survival of Terms.	42
Section 13.13	Counterparts; Severability; Section References.	42
Section 13.14	Characterization.	43

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Exhibits
Exhibit I	Definitions
Exhibit II	Form of Purchase Notice
Exhibit III	Jurisdiction of Organization of the Seller Parties; Places of Business of the Seller Parties; Locations of Records; Federal Employer Identification Number(s)
Exhibit IV	Names of Collection Banks; Lock-Boxes and Collection Accounts
Exhibit V	Form of Compliance Certificate
Exhibit VI	[Intentionally Deleted]
Exhibit VII	Credit and Collection Policy
Exhibit VIII	Form of Monthly Report
Exhibit IX	Form of Collateral Certificate
Schedules
Schedule A	Documents to be Delivered to the Administrator on or Prior to the Initial Purchase

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RECEIVABLES PURCHASE AGREEMENT

THIS RECEIVABLES PURCHASE AGREEMENT, dated as of June 27, 2005, is entered into by and among:

(a)Arch Chemicals Receivables Corp., a Delaware corporation (the “Seller”),

(b)Arch Chemicals, Inc., a Virginia corporation (“Arch” or the “Servicer”), as initial Servicer (the Servicer together with the Seller, the “Seller Parties” and each, a “Seller Party”),

(c)Three Pillars Funding LLC, a Delaware limited liability company (“TPF”), and

(d)SunTrust Capital Markets, Inc., a Tennessee corporation (“STCM”), as agent and administrator for TPF and its assigns under the Transaction Documents (together with its successors and assigns in such capacity, the “Administrator”).

Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I.

PRELIMINARY STATEMENTS

The Seller desires to transfer and assign Receivable Interests from time to time.

TPF shall purchase Receivable Interests from the Seller from time to time either by issuing its Commercial Paper or by availing itself of a Liquidity Funding to the extent available.

STCM has been requested and is willing to act as agent and administrator on behalf of TPF and its assigns in accordance with the terms hereof.

Article I

Purchase Arrangements

Section 1.1Purchase Facility.

(a)Upon the terms and subject to the conditions of this Agreement (including, without limitation, Article VI), from time to time prior to the Facility Termination Date, the Seller may request that TPF purchase from the Seller undivided ownership interests in the Receivables and the associated Related Security and Collections, and TPF shall make such Purchase; providedthat no Purchase shall be made by TPF if, after giving effect thereto, the Aggregate Invested Amount would exceed the Purchase Limit. It is the intent of TPF to fund the Purchases by the issuance of Commercial Paper. If for any reason TPF is unable, or determines that it is undesirable, to issue Commercial Paper to fund or maintain its investment in the Receivable Interests, or is unable for any reason to repay such Commercial Paper upon the maturity thereof, TPF will avail itself of a Liquidity Funding to the extent available. If TPF funds or refinances its investment in a Receivable Interest through a Liquidity Funding, in lieu of paying CP Costs on the Invested Amount pursuant to Article III hereof, the Seller will pay Yield thereon at the Alternate Base Rate or the LIBO Rate, selected in accordance with Article IV hereof. Nothing herein shall be deemed to constitute a commitment of TPF to issue Commercial Paper.

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(b)The Seller may, upon at least ten (10) Business Days’ notice to the Administrator, terminate in whole or reduce in part, the unused portion of the Purchase Limit; providedthat each partial reduction of the Purchase Limit shall be in an amount equal to $5,000,000 (or a larger integral multiple of $1,000,000 if in excess thereof).

(c)The Administrator hereby represents that (i) pursuant to the Liquidity Agreement, TPF has obtained a Liquidity Commitment from SunTrust Bank and its assigns for an initial period of 364 days in an amount equal to 102% of the greater of (A) the Purchase Limit from time to time in effect hereunder, and (B) the Aggregate Invested Amount outstanding from time to time hereunder, and (ii) while SunTrust Bank may not be obligated to pay par for a Receivable Interest that is transferred to it pursuant to the Liquidity Agreement, the only condition precedent to its obligation to pay the agreed-upon price thereunder is the absence of an Event of Bankruptcy with respect to TPF.

Section 1.2Incremental Purchases.

The Seller shall provide the Administrator with at least two (2) Business Days’ prior written notice in a form set forth as Exhibit II hereto of each Incremental Purchase (each, a “Purchase Notice”). Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested Purchase Price (which shall not be less than $1,000,000 or a larger integral multiple of $100,000) and the Purchase Date. The Seller shall not request and TPF shall not be obligated to fund more than one (1) Incremental Purchase in any consecutive seven (7) day period. Following receipt of a Purchase Notice, the Administrator will determine whether TPF will fund the requested Incremental Purchase through the issuance of Commercial Paper or through a Liquidity Funding. If TPF determines to fund an Incremental Purchase through a Liquidity Funding, the Seller may cancel the Purchase Notice or, in the absence of such a cancellation, the Incremental Purchase will be funded through a Liquidity Funding. On each Purchase Date, upon satisfaction of the applicable conditions precedent set forth in Article VI, TPF shall deposit to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time), an amount equal to the requested Purchase Price.

Section 1.3Decreases.

The Seller shall provide the Administrator with prior written notice in conformity with the Required Notice Period (a “Reduction Notice”) of any proposed reduction of Aggregate Invested Amount. Such Reduction Notice shall designate (a) the date (the “Proposed Reduction Date”) upon which any such reduction of Aggregate Invested Amount shall occur (which date shall give effect to the applicable Required Notice Period), and (b) the amount of Aggregate Invested Amount to be reduced which shall be applied ratably to all Receivable Interests in accordance with the respective Invested Amounts thereof (the “Aggregate Reduction”). Only one (1) Reduction Notice shall be outstanding at any time.

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Section 1.4Deemed Collections.If on any day:

(i)the Outstanding Balance of any Receivable is reduced or cancelled as a result of any defective or rejected goods or services, any cash discount or any other adjustment by any Originator or any Affiliate thereof, or as a result of any governmental or regulatory action, or

(ii)the Outstanding Balance of any Receivable is reduced or canceled as a result of a setoff in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or

(iii)the Outstanding Balance of any Receivable is reduced on account of the obligation of any Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or

(iv)the Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report or Collateral Certificate (for any reason other than receipt of Collections or such Receivable becoming a Defaulted Receivable), or

(v)any of the representations or warranties of the Seller set forth in Section 5.1(g), Section 5.1(i), Section 5.1(j), Section 5.1(r), Section 5.1(s), Section 5.1(t) or Section 5.1(u) were not true when made with respect to any Receivable,

then, on such day, the Seller shall be deemed to have received a Collection of such Receivable (A) in the case of clauses (i)-(iv) above, in the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount included in calculating such Net Pool Balance, as applicable; and (B) in the case of clause (v) above, in the amount of the Outstanding Balance of such Receivable and (in either case), not later thantwo (2)Business Daysthereafter shall pay to the Administrator’s Account TPF’s Portion of any such Collection deemed to have been received in the same manner as actual cash collections are distributed under the terms of this Agreement.

Section 1.5Payment Requirements and Computations.

All amounts to be paid or deposited by a Seller Party pursuant to any provision of this Agreement shall be paid or deposited in accordance with the terms hereof no later than 12:00 noon (New York time) on the day when due in immediately available funds, and if not received before 12:00 noon (New York time) shall be deemed to be received on the next succeeding Business Day. If such amounts are payable to the Administrator for the account of TPF, they shall be paid to the Administrator’s Account, for the account of TPF until otherwise notified by the Administrator. Upon notice to the Seller, the Administrator may debit the Facility Account for all amounts due and payable hereunder. All computations of CP Costs, Yield, perannum fees calculated as part of any CP Costs, perannum fees hereunder and perannum fees under the Fee Letter shall be made on the basis of a year of 360 days for the actual number of days elapsed. If any amount hereunder shall be payable on a day which is not a Business Day, such amount shall be payable on the next succeeding Business Day.

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Article II

Payments and Collections

Section 2.1Payments of Recourse Obligations.

The Seller hereby promises to pay the following (collectively, the “Recourse Obligations”):

(a)all amounts due and owing under Section 1.3 or Section 1.4 or in order to avoid an Amortization Event under Section 9.1(m) or 9.1(q) on the dates specified therein;

(b)the fees set forth in the Fee Letter on the dates specified therein;

(c)all accrued and unpaid Yield on the Receivable Interests accruing Yield at the Alternate Base Rate or the Default Rate on each Settlement Date applicable thereto;

(d)all accrued and unpaid Yield on the Receivable Interests accruing Yield at the LIBO Rate on the last day of each Interest Period applicable thereto;

(e)all accrued and unpaid CP Costs on the Receivable Interests funded with Commercial Paper on each Settlement Date; and

(f)all Broken Funding Costs and Indemnified Amounts upon demand.

Section 2.2Collections Prior to the Facility Termination Date.

(a)Prior to the Facility Termination Date, TPF’s Portion of any Deemed Collections received by the Servicer and TPF’s Portion of any Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections are received by the Servicer prior to the Facility Termination Date, the Seller hereby requests and TPF hereby agrees to make, simultaneously with such receipt, a reinvestment by payment of the Purchase Price under the Receivables Sale Agreement (each, a “Reinvestment”) with TPF’s Portion of the balance of each and every Collection received by the Servicer such that after giving effect to such Reinvestment, the Invested Amount of such Receivable Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Invested Amount immediately prior to such receipt.

(b)On each day on which any of the conditions precedent set forth in Section 6.2 are not satisfied and on each Settlement Date prior to the Facility Termination Date, the Servicer shall remit to the Administrator’s Account the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) to the Aggregate Unpaids in the order specified:

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first, ratably to the payment of all accrued and unpaid CP Costs, Yield and Broken Funding Costs (if any) that are then due and owing,

second, to the accrued and unpaid Servicing Fee,

third, ratably to the payment of all accrued and unpaid fees under the Fee Letter (if any) that are then due and owing,

fourth, if required under Section 1.3 or Section 1.4 or in order to avoid an Amortization Event or Unmatured Amortization Event under Section 9.1(m) or Section 9.1(q), to the ratable reduction of Aggregate Invested Amount,

fifth, for the ratable payment of all other unpaid Recourse Obligations, if any, that are then due and owing, and

sixth, the balance, if any, to the Seller or otherwise in accordance with the Seller’s instructions.

(c)Prior to the Facility Termination Date, any Deemed Collections or Collections received by the Servicer that do not constitute TPF’s Portion of such Deemed Collections or Collections shall be paid to the Seller.

(d)In the event that a Collection Notice has been delivered pursuant to any Collection Account Agreement, all amounts received in any Collection Account shall at the sole discretion of the Administrator, either (i) be retained in such Collection Account or other account of the Administrator for such day, Settlement Period or part thereof and applied on the Settlement Date in accordance with the terms of this Agreement or (ii) be released to the Seller and applied in accordance with the terms of this Agreement.

Section 2.3Application of Collections After the Facility Termination Date.

(a)On the Facility Termination Date and on each day thereafter, the Servicer shall set aside and hold in trust, for the benefit of the Secured Parties, all Collections received on each such day. On and after the Facility Termination Date, the Servicer shall, on each Settlement Date and on each other Business Day specified by the Administrator: (i) remit to the Administrator’s Account the amounts set aside pursuant to the preceding sentence, and (ii) apply such amounts to reduce the Aggregate Unpaids as follows:

first, to the reimbursement of the Administrator’s costs of collection and enforcement of this Agreement,

second, ratably to the payment of all accrued and unpaid CP Costs, Yield and Broken Funding Costs,

third, to the accrued and unpaid Servicing Fee,

fourth, ratably to the payment of all accrued and unpaid fees under the Fee Letter,

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fifth, to the ratable reduction of Aggregate Invested Amount,

sixth, for the ratable payment of all other Aggregate Unpaids, and

seventh, to the Seller.

Section 2.4Payment Rescission.

No payment of any of the Aggregate Unpaids shall be considered paid or applied hereunder to the extent that, at any time, all or any portion of such payment or application is rescinded by application of law or judicial authority, or must otherwise be returned or refunded for any reason. The Seller shall remain obligated for the amount of any payment or application so rescinded, returned or refunded, and shall promptly pay to the Administrator (for application to the Person or Persons who suffered such rescission, return or refund) the full amount thereof, plus interest thereon at the Default Rate from the date of any such rescission, return or refunding.

Section 2.5Clean Up Call; Reconveyance of Receivable Interests.

(a)The Servicer (so long as the Servicer is an Affiliate of the Seller) shall have the right (after providing written notice to the Administrator in accordance with the Required Notice Period), at any time following the reduction of the Aggregate Invested Amount to a level that is less than 10.0% of the highest Aggregate Invested Amount outstanding during the term of this Agreement, to repurchase all, but not less than all, of the then outstanding Receivable Interests. The purchase price in respect thereof shall be an amount equal to the Aggregate Unpaids through the date of such repurchase, payable in immediately available funds to the Administrator’s Account. Such repurchase shall be made free and clear of any Adverse Claim created by the Administrator but otherwise shall be without representation, warranty or recourse of any kind by, on the part of, or against TPF or the Administrator.

(b)On the Final Payout Date, the Administrator on behalf of the Secured Parties shall be considered to have reconveyed free and clear of any Adverse Claim created by the Administrator (but otherwise shall be without representation, warranty or recourse of any kind by, on the part of, or against the Secured Parties or the Administrator) to the Seller all of the Administrator’s (on behalf of the Secured Parties) right, title and interest in, to and under the Receivables, Related Security and Collections with respect thereto and shall at the request, and sole cost and expense, of the Seller, execute and deliver to the Seller, all such documents or instruments as are necessary to terminate the Administrator’s interest on behalf of the Purchasers in the Receivables, Related Security and Collections with respect thereto

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Article III

Commercial Paper Funding

Section 3.1CP Costs.

The Seller shall pay CP Costs with respect to the Invested Amount of all Receivable Interests funded through the issuance of Commercial Paper. Each Receivable Interest that is funded substantially with Pooled Commercial Paper will accrue CP Costs each day on a pro rata basis, based upon the percentage share that the Invested Amount in respect of such Receivable Interest represents in relation to all assets held by TPF and funded substantially with related Pooled Commercial Paper.

Section 3.2Calculation of CP Costs.

Not later than the third Business Day immediately preceding each Monthly Reporting Date, TPF shall calculate the aggregate amount of CP Costs applicable to its Receivable Interests for the Calculation Period then most recently ended and shall notify the Seller of such aggregate amount.

Section 3.3CP Costs Payments.

On each Settlement Date, the Seller shall pay to the Administrator (for the benefit of TPF) an aggregate amount equal to all accrued and unpaid CP Costs in respect of the Invested Amount of all Receivable Interests funded with Commercial Paper for the Calculation Period then most recently ended in accordance with Article II.

Section 3.4Default Rate.

From and after the occurrence of an Amortization Event, all Receivable Interests funded through the issuance of Commercial Paper shall accrue CP Costs at the Default Rate.

Article IV

Liquidity Fundings

Section 4.1Liquidity Fundings.

Prior to the occurrence of an Amortization Event, the outstanding Invested Amount of each Receivable Interest funded with a Liquidity Funding shall accrue Yield for each day during its Interest Period at either the LIBO Rate or the Alternate Base Rate in accordance with the terms and conditions hereof. Until the Seller gives the required notice to the Administrator of another Yield Rate in accordance with Section 4.4, the initial Yield Rate for any Receivable Interest funded with a Liquidity Funding shall be the Alternate Base Rate (unless the Default Rate is then applicable). If any undivided interest in a Receivable Interest initially funded with Commercial Paper is sold to the Liquidity Banks pursuant to the Liquidity Agreement, such undivided interest in such Receivable Interest shall be deemed to have an Interest Period commencing on the date of such sale.

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Section 4.2Yield Payments.

On the Settlement Date for each Receivable Interest that is funded with a Liquidity Funding, the Seller shall pay to the Administrator (for the benefit of the Liquidity Banks) an aggregate amount equal to the accrued and unpaid Yield thereon for the entire Interest Period of each such Liquidity Funding in accordance with Article II.

Section 4.3Selection and Continuation of Interest Periods.

(a)With consultation from (and approval by) the Administrator, the Seller shall from time to time request Interest Periods for the Receivable Interests funded with Liquidity Fundings, providedthat if at any time any Liquidity Funding is outstanding, the Seller shall always request Interest Periods such that at least one Interest Period shall end on the date specified in clause (i) of the definition of Settlement Date.

(b)The Seller or the Administrator, upon notice to and consent by the other received at least three (3) Business Days prior to the end of an Interest Period (the “Terminating Tranche”) for any Liquidity Funding, may, effective on the last day of the Terminating Tranche: (i) divide any such Liquidity Funding into multiple Liquidity Fundings, (ii) combine any such Liquidity Funding with one or more other Liquidity Fundings that have a Terminating Tranche ending on the same day as such Terminating Tranche or (iii) combine any such Liquidity Funding with a new Liquidity Funding to be made by the Liquidity Banks on the day such Terminating Tranche ends.

Section 4.4Liquidity Funding Yield Rates.

The Seller may select the LIBO Rate (subject to Section 4.5 below) or the Alternate Base Rate for each Liquidity Funding. The Seller shall by 12:00 noon (New York time): (a) at least three (3) Business Days prior to the expiration of any Terminating Tranche with respect to which the LIBO Rate is being requested as a new Yield Rate and (b) at least one (1) Business Day prior to the expiration of any Terminating Tranche with respect to which the Alternate Base Rate is being requested as a new Yield Rate, give the Administrator irrevocable notice of the new Yield Rate for the Liquidity Funding associated with such Terminating Tranche. Until the Seller gives notice to the Administrator of another Yield Rate, the initial Yield Rate for any Receivable Interest assigned or participated to the Liquidity Banks pursuant to the Liquidity Agreement shall be the Alternate Base Rate (unless the Default Rate is then applicable).

Section 4.5Suspension of the LIBO Rate.

(a)If any Liquidity Bank notifies the Administrator that it has determined that funding its ratable share of the Liquidity Fundings at a LIBO Rate would violate any applicable law, rule, regulation, or directive of any governmental or regulatory authority, whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its Liquidity Funding at such LIBO Rate are not available or (ii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Liquidity Funding at such LIBO Rate, then the Administrator will promptly notify the Seller Parties and the Administrator shall suspend the availability of such LIBO Rate and require the Seller to select the Alternate Base Rate for any Liquidity Funding accruing Yield at such LIBO Rate; provided, however, the failure to so notify any Seller Party shall not result in the non-suspension of the availability of such LIBO Rate.

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(b)If less than all of the Liquidity Banks give a notice to the Administrator pursuant to Section 4.5(a), each Liquidity Bank which gave such a notice shall be obliged, at the request of the Seller, TPF or the Administrator, to assign all of its rights and obligations hereunder to (i) another Liquidity Bank or (ii) another funding entity nominated by the Seller or the Administrator that is an Eligible Assignee willing to participate in the Liquidity Agreement through the Liquidity Termination Date in the place of such notifying Liquidity Bank; providedthat(A) the notifying Liquidity Bank receives payment in full of all Aggregate Unpaids owing to it (whether due or accrued), and (B) the replacement Liquidity Bank otherwise satisfies the requirements of the Liquidity Agreement.

(c)Upon the occurrence of any event giving rise to the operation of Section 4.5(a) with respect to any Liquidity Bank, it will, if requested by the Seller, to the extent permissible under applicable law, endeavor in good faith to change the funding office at which it books its ratable share of any Liquidity Funding accruing Yield at a LIBO Rate hereunder if such change would make it lawful for such Liquidity Bank to fund such Liquidity Funding at a LIBO Rate; provided, however, that such change may be made in such manner that such Liquidity Bank, in its sole determination, suffers no unreimbursed cost or expense or any disadvantage whatsoever.

Section 4.6Default Rate.

From and after the occurrence of an Amortization Event, all Liquidity Fundings shall accrue Yield at the Default Rate.

Article V

Representations and Warranties

Section 5.1Representations and Warranties of the Seller Parties.

Each Seller Party hereby represents and warrants to the Administrator and TPF, as to itself, as of the date hereof and as of the date of each Incremental Purchase and the date of each Reinvestment that:

(a)Existence and Power. Such Seller Party’s jurisdiction of organization is correctly set forth in the preamble to this Agreement and such jurisdiction is its sole jurisdiction of organization. Such Seller Party is duly organized under the laws of its jurisdiction of organization and is a “registered organization” as defined in the UCC in effect in such jurisdiction. Such Seller Party is validly existing and in good standing under the laws of its jurisdiction of organization and no other state or jurisdiction, and such jurisdiction must maintain a public record showing the organization to have been organized. Such Seller Party is duly qualified to do business and is in good standing as a foreign entity, and has and holds all organizational power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is conducted except where the failure to so qualify or so hold could not reasonably be expected to have a Material Adverse Effect.

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(b)Power and Authority; Due Authorization, Execution and Delivery. The execution and delivery by such Seller Party of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder and, in the case of the Seller, the Seller’s use of the proceeds of Purchases made hereunder, are within its corporate powers and authority and have been duly authorized by all necessary corporate action on its part. This Agreement and each other Transaction Document to which such Seller Party is a party has been duly executed and delivered by such Seller Party.

(c)No Conflict. The execution and delivery by such Seller Party of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder do not contravene or violate (i) its Organizational Documents, (ii) any law, rule or regulation applicable to it, (iii) any restrictions under any agreement, contract or instrument to which it is a party or by which it or any of its property is bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, and do not result in the creation or imposition of any Adverse Claim on assets of such Seller Party or its Subsidiaries (except as created hereunder) except, in any case, where such contravention or violation could not reasonably be expected to have a Material Adverse Effect; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law.

(d)Governmental Authorization. Other than the filing of the financing statements required hereunder, no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution and delivery by such Seller Party of this Agreement and each other Transaction Document to which it is a party and the performance of its obligations hereunder and thereunder.

(e)Actions, Suits. There are no actions, suits or proceedings pending, or to the best of such Seller Party’s knowledge, threatened, against it, or any of its properties, in or before any court, arbitrator or other body, that could reasonably be expected to have a Material Adverse Effect. Such Seller Party is not in default with respect to any order of any court, arbitrator or governmental body which default could reasonably be expected to have a Material Adverse Effect.

(f)Binding Effect. This Agreement and each other Transaction Document to which such Seller Party is a party constitute the legal, valid and binding obligations of such Seller Party enforceable against such Seller Party in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

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(g)Accuracy of Information. All information (other than any projection or other forward-looking information) heretofore furnished by such Seller Party or any of its Affiliates to the Administrator or TPF for purposes of or in connection with this Agreement, any of the other Transaction Documents or any transaction contemplated hereby or thereby is, and all such information (other than any projection or other forward-looking information) hereafter furnished by such Seller Party or any of its Affiliates to the Administrator or TPF will be, true and accurate in every material respect on the date such information is stated or certified and does not and will not contain any material misstatement of fact.

(h)Use of Proceeds. No proceeds of any Purchase hereunder will be used by such Seller Party (i) for a purpose that violates, or would be inconsistent with, (A)Section 7.2(e) of this Agreement or (B) Regulation T, U or X promulgated by the Board of Governors of the Federal Reserve System from time to time or (ii) to acquire any security in any transaction which is subject to Section 12, 13 or 14 of the Securities Exchange Act of 1934, as amended other than the repurchase of equity securities of Arch so long as such repurchase does not violate Sections 12, 13 or 14 of the Securities Exchange Act of 1934, as amended.

(i)Good Title. The Seller is (i) the legal and beneficial owner of the Receivables and (ii) is the legal and beneficial owner of the Related Security with respect thereto, free and clear of any Adverse Claim, except as created by the Transaction Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Seller’s ownership interest in each Receivable, its Collections, “Supporting Obligations” (as defined in Article 9 of the UCC in effect in each relevant jurisdiction), the Seller’s right, title and interest in, to and under each of the Transaction Documents to which it is a party, returned goods the sale of which gave rise to any Receivable, security interests in favor of the Seller that secures payment of such Receivable and all other items of Related Security in which an interest therein may be perfected by the filing of a financing statement under Article 9 of the UCC and proceeds of the foregoing.

(j)Perfection. This Agreement is effective to create a valid security interest in favor of the Administrator for the benefit of the Secured Parties in the Purchased Assets to secure payment of the Aggregate Unpaids, free and clear of any Adverse Claim except as created by the Transactions Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Administrator’s (on behalf of the Secured Parties) security interest in the Receivables, its Collections, “Supporting Obligations” (as defined in Article 9 of the UCC in effect in each relevant jurisdiction), the Seller’s right, title and interest in, to and under each of the Transaction Documents to which it is a party, returned goods the sale of which gave rise to any Receivable, security interests in favor of the Seller that secures payment of such Receivable and all other items of Related Security in which an interest therein may be perfected by the filing of a financing statement under Article 9 of the UCC and proceeds of the foregoing. Such Seller Party’s jurisdiction of organization is a jurisdiction whose law generally requires information concerning the existence of a nonpossessory security interest to be made generally available in a filing, record or registration system as a condition or result of such a security interest’s obtaining priority over the rights of a lien creditor which respect to collateral.

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(k)Places of Business and Locations of Records. The jurisdiction of organization, principal places of business and chief executive office of such Seller Party and the offices where it keeps all of its Records are located at the address(es) listed on Exhibit III or such other locations of which the Administrator has been notified in accordance with Section 7.2(a) in jurisdictions where all action required by Section 13.3(a) has been taken and completed. The Seller’s Federal Employer Identification Number is correctly set forth on Exhibit III.

(l)Collections. The conditions and requirements set forth in subclause (i) of Section 7.1(j) and Section 8.2 have at all times since the Closing Date, been satisfied and duly performed. The conditions and requirements set forth in subclause (ii) of Section 7.1(j) have been satisfied from and after the Closing Date. The names, addresses and jurisdictions of organization of all Collection Banks, together with the account numbers of the Collection Accounts of the Seller at each Collection Bank and the post office box number of each Lock-Box, are listed on Exhibit IV. The Seller has not granted any Person, other than the Administrator as contemplated by this Agreement, dominion and control of any Lock-Box or Collection Account, or the right to take dominion and control of any such Lock-Box or Collection Account at a future time or upon the occurrence of a future event.

(m)Material Adverse Effect. (i) The initial Servicer represents and warrants that since March 31, 2005, no event has occurred that would have a material adverse effect on the financial condition or operations of the initial Servicer and its Subsidiaries taken as a whole or the ability of the initial Servicer to perform its obligations under this Agreement, and (ii) the Seller represents and warrants that since March 31, 2005, no event has occurred that would have a material adverse effect on (A) the financial condition or operations of the Seller, (B) the ability of the Seller to perform its obligations under the Transaction Documents, or (C) the collectibility of the Receivables generally or any material portion of the Receivables.

(n)Names. The name in which the Seller has executed this Agreement is identical to the name of the Seller as indicated on the public record of its state of organization which shows the Seller to have been organized. In the past five (5) years, the Seller has not used any corporate names, trade names or assumed names other than the name in which it has executed this Agreement.

(o)Ownership of the Seller. Arch owns, directly or indirectly, 100% of the issued and outstanding capital stock of the Seller, free and clear of any Adverse Claim. Such capital stock is validly issued, fully paid and nonassessable, and there are no options, warrants or other rights to acquire securities of the Seller.

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(p)Not a Holding Company or an Investment Company. Such Seller Party is not a “holding company” or a “subsidiary holding company” of a “holding company” within the meaning of the Public Utility Holding Company Act of 1935, as amended, or any successor statute. Such Seller Party is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or any successor statute.

(q)Compliance with Law. Such Seller Party has complied in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Each Receivable, together with the Contract related thereto, does not contravene any laws, rules or regulations applicable thereto (including, without limitation, laws, rules and regulations relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy), and no part of such Contract is in violation of any such law, rule or regulation, except where such contravention or violation could not reasonably be expected to have a Material Adverse Effect.

(r)Compliance with Credit and Collection Policy. Such Seller Party has complied in all material respects with the Credit and Collection Policy with regard to each Receivable and the related Contract, and has not made any material change to such Credit and Collection Policy, except such material change as to which the Administrator has been notified in accordance with Section 7.1(a)(vii).

(s)Payments to Originators. With respect to each Receivable transferred to the Seller under the Receivables Sale Agreement, the Seller has given reasonably equivalent value to each of the Originators in consideration therefor and such transfer was not made for or on account of an antecedent debt. No transfer by any Originator of any Receivable under the Receivables Sale Agreement is or may be voidable under any section of the Bankruptcy Reform Act of 1978 (11 U.S.C. §§ 101 et seq.), as amended.

(t)Enforceability of Contracts. Each Contract with respect to each Receivable is effective to create, and has created, a legal, valid and binding obligation of the related Obligor to pay the Outstanding Balance of the Receivable created thereunder and any accrued interest thereon, enforceable against the Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(u)Eligible Receivables. Each Receivable included in the Net Pool Balance as an Eligible Receivable on the date of any Monthly Report was an Eligible Receivable on such date.

(v)Purchase Limit and Maximum Receivable Interests. Immediately after giving effect to each Incremental Purchase hereunder, the Aggregate Invested Amount is less than or equal to the Purchase Limit and the aggregate of the Receivable Interests does not exceed 100%.

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(w)Accounting. The manner in which such Seller Party accounts for the transactions contemplated by this Agreement and the Receivables Sale Agreement does not jeopardize the characterization of the transactions contemplated herein and therein as being true sales.

(x)Separateness. From the date of the formation of the Seller, the Seller has complied with all provisions of Section 7.1(i) applicable to it.

(y)Contract Provisions. Except for customary adjustments in the ordinary course of business, no Contract with respect to any Receivable contains provisions that either (i) permit or provide for any reduction in the Outstanding Balance of the Receivable created thereunder and any accrued interest thereon or (ii) could otherwise hinder the ability to receive Collections with respect to such Receivable.

Article VI

Conditions of Purchases

Section 6.1Conditions Precedent to Initial Incremental Purchase.

The initial Incremental Purchase of a Receivable Interest under this Agreement is subject to the conditions precedent that (a) the Administrator shall have received on or before the Closing Date those documents listed on Schedule A and (b) the Administrator shall have received all fees and expenses required to be paid on such date pursuant to the terms of this Agreement and the Fee Letter.

Section 6.2Conditions Precedent to All Purchases and Reinvestments.

Each Incremental Purchase and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such Purchase: (i) the Servicer shall have delivered to the Administrator on or prior to the date of such Purchase, in form and substance satisfactory to the Administrator, all Monthly Reports and Collateral Certificates as and when due under Section 8.5 and (ii) upon the Administrator’s request, the Servicer shall have delivered to the Administrator at least three (3) days prior to such Purchase an interim Monthly Report showing the amount of Eligible Receivables; (b) the Administrator shall have received such other approvals, opinions or documents as it may reasonably request and (c) on each Purchase Date, the following statements shall be true (and acceptance of the proceeds of such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by the Seller that such statements are then true):

(i)the representations and warranties set forth in Section 5.1 are true and correct on and as of the date of such Incremental Purchase or Reinvestment as though made on and as of such Purchase Date, except to the extent such representations and warranties are expressly limited to an earlier date;

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(ii)no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that will constitute an Amortization Event, and no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that would constitute an Unmatured Amortization Event; and

(iii)the Aggregate Invested Amount does not exceed the Purchase Limit in effect on such Purchase Date.

It is expressly understood that each Reinvestment shall, unless otherwise directed by the Administrator or TPF, occur automatically on each day that the Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of the Seller to satisfy any of the foregoing conditions precedent in respect of such Reinvestment. The failure of the Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the Administrator, which right may be exercised at any time on demand of the Administrator, to rescind the related purchase and direct the Seller to pay to the Administrator’s Account, for the benefit of TPF, an amount equal to the Collections prior to the Facility Termination Date that shall have been applied to the affected Reinvestment.

Article VII

Covenants

Section 7.1Affirmative Covenants of the Seller Parties.

Until the date on which the Aggregate Unpaids have been indefeasibly paid in full and this Agreement terminates in accordance with its terms, each Seller Party hereby covenants, as to itself, as set forth below:

(a)Financial Reporting. Such Seller Party will maintain, for itself and each of its Subsidiaries, a system of accounting established and administered in accordance with GAAP, and furnish or cause to be furnished to the Administrator:

(i)Annual Reporting. Within 90 days after the close of each of its fiscal years, audited, unqualified consolidated financial statements (which shall include balance sheets, statements of income and retained earnings and a statement of cash flows) for Arch and its consolidated subsidiaries for such fiscal year certified in a manner acceptable to the Administrator by KPMG LLP, independent public accountants or any other independent public accountants of recognized national standing.

(ii)Quarterly Reporting. Within 45 days after the close of the first three (3) quarterly periods of each of its respective fiscal years, balance sheets of each of the Seller Parties as at the close of each such period and consolidated statements of income and a statement of cash flows for Arch and its consolidated subsidiaries for the period from the beginning of such fiscal year to the end of such quarter, all certified by its respective chief financial officer, principal accounting officer, treasurer or corporate controller.

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(iii)Compliance Certificate. Together with the financial statements required hereunder, a compliance certificate in substantially the form of Exhibit V signed by such Seller Party’s Authorized Officer and dated the date of such annual financial statement or such quarterly financial statement, as the case may be.

(iv)Shareholders Statements and Reports. Promptly after being mailed to the shareholders of such Seller Party copies of all financial statements, reports and proxy statements so furnished to them.

(v)S.E.C. Filings. Promptly after becoming publicly available, copies of all registration statements and annual, quarterly, monthly or other regular reports which such Seller Party or any of its Subsidiaries files with the Securities and Exchange Commission.

(vi)Copies of Notices. Promptly upon its receipt of any notice, request for consent, financial statements, certification, report or other communication under or in connection with any Transaction Document from any Person other than the Administrator or TPF, copies of the same if such notice, request, consent, financial statements, certification, report or other communication can reasonably be expected to have an adverse effect on the Receivables, the Related Security or the Administrator’s rights therein.

(vii)Change in Credit and Collection Policy. At least thirty (30) days prior to the effectiveness of any material change in or material amendment to the Credit and Collection Policy, a copy of the Credit and Collection Policy then in effect and a notice (A) indicating such change or amendment, and (B) if such proposed change or amendment would be reasonably likely to adversely affect the collectibility of the Receivables or decrease the credit quality of any newly created Receivables, requesting the Administrator’s consent thereto.

(viii)Other Information. Promptly, from time to time, such other information, documents, records or reports relating to (A) the financial condition or operations of such Seller Party as the Administrator may from time to time reasonably request in order to protect the interests of the Administrator, for the benefit of TPF, under or as contemplated by this Agreement or (B) the Receivables as the Administrator may reasonably request.

Information required to be delivered pursuant to paragraphs (i), (ii), (iv) and (v) of this Section 7.1(a) shall be deemed to have been delivered by the date indicated therein, provided that such information has been filed with the Securities and Exchange Commission by such date; provided further that such Seller Party shall deliver paper copies of the statements, reports, financial statements and other information referred to in paragraphs (i), (ii), (iv) and (v) of this Section 7.1(a) to the Administrator promptly upon request following such filing.

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(b)Notices. Such Seller Party will notify the Administrator in writing of any of the following promptly upon learning of the occurrence thereof, describing the same and, if applicable, the steps being taken with respect thereto:

(i)Amortization Events or Unmatured Amortization Events. The occurrence of each Amortization Event and each Unmatured Amortization Event, by a statement of an Authorized Officer of such Seller Party.

(ii)Judgments and Proceedings. (A) The entry of any judgment or decree against the Servicer or its Subsidiaries if the amount of such judgment or decree then outstanding against the Servicer and its Subsidiaries exceeds $5,000,000 after deducting (1) the amount with respect to which the Servicer or any such Subsidiary, as the case may be, is insured and with respect to which the insurer has not disclaimed responsibility in writing, and (2) the amount for which the Servicer or any such Subsidiary is otherwise indemnified if the terms of such indemnification are satisfactory to the Administrator, and (B) the institution of any litigation, arbitration proceeding or governmental proceeding against the Servicer which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; and (C) the entry of any judgment or decree or the institution of any litigation, arbitration proceeding or governmental proceeding against the Seller.

(iii)Material Adverse Effect. The occurrence of any event or condition that has had, or could reasonably be expected to have, a Material Adverse Effect.

(iv)Termination Date. The occurrence of the “Termination Date” under and as defined in the Receivables Sale Agreement.

(v)Defaults Under Other Agreements. The occurrence of a default or an event of default under any other financing arrangement pursuant to which the Seller is a debtor or an obligor; or the occurrence of a default that could lead to an event of default or an event of default under any other financing arrangement in a principal amount greater than or equal to $5,000,000 pursuant to which the Servicer is a debtor or an obligor.

(vi)Notices under Receivables Sale Agreement. Copies of all notices delivered under the Receivables Sale Agreement.

(c)Compliance with Laws and Preservation of Corporate Existence. Such Seller Party will comply in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Such Seller Party will preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified in good standing as a foreign corporation in each jurisdiction where its business is conducted, except where the failure to so preserve and maintain or qualify could not reasonably be expected to have a Material Adverse Effect.

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(d)Audits. In addition to information that may be required pursuant to Section 7.1(a)(viii), each Seller Party will furnish to the Administrator from time to time such information with respect to it and the Receivables as the Administrator may reasonably request. Such Seller Party will, from time to time during regular business hours as requested by the Administrator upon reasonable notice and at the sole cost of such Seller Party, permit the Administrator, or its agents or representatives (and shall cause each Originator to permit the Administrator or its agents or representatives): (i) to examine and make copies of and abstracts from all Records in the possession or under the control of such Person relating to the Purchased Assets, including, without limitation, the related Contracts (other than any Confidential Contract (except for Confidential Contracts as to which the related Obligor has consented to such disclosure or which may be disclosed to others who are subject to a confidentiality agreement) as to which disclosure thereof cannot be satisfied by the execution and delivery of a confidentiality agreement), and (ii) to visit the offices and properties of such Person for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to such Person’s financial condition or the Purchased Assets or any Person’s performance under any of the Transaction Documents or any Person’s performance under the Contracts and, in each case, with any of the officers or employees of the Seller or the Servicer having knowledge of such matters (each of the foregoing examinations and visits, a “Review”); provided, however,that, so long as no Amortization Event has occurred and is continuing, (A) the Seller Parties shall only be responsible for the costs and expenses of one (1) Review by Administrator and one (1) Review by an independent auditor selected by Administrator in any one calendar year, and (B) the Administrator will not request more than four (4) Reviews in any one calendar year.

(e)Keeping and Marking of Records and Books.

(i)The Servicer will (and will cause each Originator to) maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information, in each such case as reasonably necessary or advisable for the collection of all Receivables (including, without limitation, records adequate to permit the immediate identification of each new Receivable and all Collections of and adjustments to each existing Receivable). The Servicer will (and will cause each Originator to) give the Administrator notice of any material change in the administrative and operating procedures referred to in the previous sentence.

(ii)Such Seller Party will (and will cause each Originator to) on or prior to the date hereof, mark its master data processing system and all accounts receivable reports generated thereby, each Confidential Contract and its records relating to all other Contracts with a legend, reasonably acceptable to the Administrator, describing the Administrator’s security interest in the Purchased Assets.

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(f)Compliance with Contracts and Credit and Collection Policy. Such Seller Party will (and will cause each Originator to) timely and fully (i) perform and comply in all material respects with all provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables, in each case to the same extent as though such Contracts had not been transferred to the Administrator, but only to the extent there would not be an adverse effect upon the Receivables and (ii) comply in all material respects with the Credit and Collection Policy in regard to each Receivable and the related Contract.

(g)Performance and Enforcement of Receivables Sale Agreement. The Seller will, and will require each Originator to, perform each of their respective obligations and undertakings under and pursuant to the Receivables Sale Agreement, will purchase Receivables thereunder in strict compliance with the terms thereof and will vigorously enforce the rights and remedies accorded to the Seller under the Receivables Sale Agreement. The Seller will take all actions to perfect and enforce its rights and interests (and the rights and interests of the Administrator, as the Seller’s assignee) under the Receivables Sale Agreement as the Administrator may from time to time reasonably request, including, without limitation, making claims to which it may be entitled under any indemnity, reimbursement or similar provision contained in the Receivables Sale Agreement.

(h)Ownership. The Seller will (or will cause each Originator to) take all necessary action to establish and maintain, irrevocably in Seller (i) legal and equitable title to the Receivables and the Collections and (ii) all of each Originator’s right, title and interest in the Related Security associated with the Receivables, in each case, free and clear of any Adverse Claims, other than Adverse Claims in favor of the Administrator, for the benefit of the Secured Parties (including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Administrator’s (for the benefit of the Secured Parties) security interest in the Purchased Assets and such other action to perfect, protect or more fully evidence the interest of the Administrator for the benefit of the Secured Parties as the Administrator may reasonably request); provided, however, that unless and until an Amortization Event or an Unmatured Amortization Event has occurred, no Seller Party shall be required to take any actions to establish, maintain or perfect the Administrator’s ownership interest in the Related Security other than the filing of financing statements under the UCC of all appropriate jurisdictions.

(i)Reliance. The Seller acknowledges that the Administrator and TPF are entering into the transactions contemplated by this Agreement in reliance upon the Seller’s identity as a legal entity that is separate from each Originator. Therefore, from and after the date of execution and delivery of this Agreement, the Seller shall take all reasonable steps, including, without limitation, all steps that the Administrator or TPF may from time to time reasonably request, to maintain the Seller’s identity as a separate legal entity and to make it manifest to third parties that the Seller is an entity with assets and liabilities distinct from those of each Originator and any Affiliates thereof (other than the Seller) and not just a division of such Originator or any such Affiliate. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, the Seller will:

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(i)Hold itself out to the public and conduct its own business in its own name and require that all full-time employees of the Seller, if any, identify themselves as such and not as employees of any Originator (including, without limitation, by means of providing appropriate employees with business or identification cards identifying such employees as the Seller’s employees);

(ii)compensate all employees, consultants and agents directly, from the Seller’s own funds, for services provided to the Seller by such employees, consultants and agents and, to the extent any employee, consultant or agent of the Seller is also an employee, consultant or agent of any Originator or any Affiliate thereof, allocate the compensation of such employee, consultant or agent between the Seller and such Originator or such Affiliate, as applicable, on a basis that reflects the services rendered to the Seller and such Originator or such Affiliate, as applicable;

(iii)separate stationery, invoices, checks and other business forms in its own name;

(iv)conduct all transactions with each Originator and the Servicer (including, without limitation, any delegation of its obligations hereunder as Servicer) strictly on an arm’s-length basis, allocate fairly and reasonably all overhead expenses (including, without limitation, telephone and other utility charges) for items shared between the Seller and such Originator on the basis of actual use to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably related to actual use;

(v)at all times have a Board of Directors consisting of at least one member that is an Independent Director;

(vi)observe all organizational formalities as a distinct entity, and ensure that all corporate actions relating to (A) the selection, maintenance or replacement of the Independent Director, (B) the dissolution or liquidation of the Seller or (C) the initiation of, participation in, acquiescence in or consent to any bankruptcy, insolvency, reorganization or similar proceeding involving the Seller, are duly authorized by unanimous vote of its Board of Directors (including the Independent Director);

(vii)maintain the Seller’s books and records separate and distinct from those of each Originator and any Affiliate thereof and otherwise in such a manner so that such books and records are readily identifiable as its own assets rather than assets of any Originator or any Affiliate thereof;

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(viii)prepare its financial statements separately from those of each Originator and insure that any consolidated financial statements of any Originator or any Affiliate thereof that include the Seller and that are filed with the Securities and Exchange Commission or any other governmental agency have notes clearly stating that the Seller is a separate legal entity and that its assets will be available first and foremost to satisfy the claims of the creditors of the Seller;

(ix)except as herein specifically otherwise provided, maintain the funds and other assets of the Seller separate from, and not commingled with, those of any Originator or any Affiliate thereof and only maintain bank accounts or other depository accounts to which the Seller alone is the account party, into which the Seller alone makes deposits and from which the Seller alone (or the Administrator hereunder) has the power to make withdrawals;

(x)pay all of the Seller’s operating expenses from the Seller’s own assets (except for certain payments by any Originator or other Persons pursuant to allocation arrangements that comply with the requirements of this Section 7.1(i)) and pay its own liabilities out of its own funds;

(xi)operate its business and activities such that: it does not engage in any business or activity of any kind, or enter into any transaction or indenture, mortgage, instrument, agreement, contract, lease or other undertaking, other than the transactions contemplated and authorized by this Agreement and the Receivables Sale Agreement; and does not create, incur, guarantee, assume or suffer to exist any indebtedness or other liabilities, whether direct or contingent, other than (A) as a result of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (B) the incurrence of obligations under this Agreement, (C) the incurrence of obligations, as expressly contemplated in the Receivables Sale Agreement, to make payment to the applicable Originator thereunder for the purchase of Receivables from such Originator under the Receivables Sale Agreement, and (D) the incurrence of operating expenses in the ordinary course of business of the type otherwise contemplated by this Agreement;

(xii)maintain its corporate charter in conformity with this Agreement, such that it does not amend, restate, supplement or otherwise modify its Certificate of Incorporation or By-Laws in any respect that would impair its ability to comply with the terms or provisions of any of the Transaction Documents, including, without limitation, Section 7.1(i) of this Agreement;

(xiii)maintain the effectiveness of, and continue to perform under the Receivables Sale Agreement, such that it does not amend, restate, supplement, cancel, terminate or otherwise modify the Receivables Sale Agreement, or give any consent, waiver, directive or approval thereunder or waive any default, action, omission or breach under the Receivables Sale Agreement or otherwise grant any indulgence thereunder, without (in each case) the prior written consent of the Administrator;

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(xiv)maintain its corporate separateness such that it does not merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions, and except as otherwise contemplated herein) all or substantially all of its assets (whether now owned or hereafter acquired) to, or acquire all or substantially all of the assets of, any Person, nor at any time create, have, acquire, maintain or hold any interest in any Subsidiary;

(xv)maintain at all times the Required Capital Amount (as defined in the Receivables Sale Agreement) and refrain from making any dividend, distribution, redemption of capital stock or payment of any subordinated indebtedness which would cause the Required Capital Amount to cease to be so maintained;

(xvi)operate its business and activities such that it (A) does not hold itself out as having agreed to guarantee or be obligated for the debts of any Originator or any Affiliate thereof, (B) does not hold out its credit as being available to satisfy the obligations of any Originator or any Affiliate thereof and (C) has not pledged assets for the benefit of any Originator or any Affiliate thereof; and

(xvii)take such other actions as are necessary on its part to ensure that the facts and assumptions set forth in the opinion issued by Cravath, Swaine & Moore LLP, as counsel for the Seller, in connection with the closing or initial Purchase under this Agreement and relating to substantive consolidation issues, and in the certificates accompanying such opinion, remain true and correct in all material respects at all times.

(j)Collections. Such Seller Party will cause (i) all proceeds from all Lock-Boxes to be directly deposited by a Collection Bank into a Collection Account and (ii) each Lock-Box and Collection Account to be subject at all times to a Collection Account Agreement that is in full force and effect. In the event any payments relating to the Purchased Assets are remitted directly to the Seller or any Affiliate of the Seller, the Seller will remit (or will cause all such payments to be remitted) directly to a Collection Bank and deposited into a Collection Account within two (2) Business Days following receipt thereof, and, at all times prior to such remittance, the Seller will itself hold or, if applicable, will cause such payments to be held in trust for the exclusive benefit of the Administrator and TPF. The Seller will maintain exclusive ownership, dominion and control (subject to the terms of this Agreement) of each Lock-Box and Collection Account and shall not grant the right to take dominion and control of any Lock-Box or Collection Account at a future time or upon the occurrence of a future event to any Person, except to the Administrator as contemplated by this Agreement.

(k)Taxes. Such Seller Party will file all tax returns and reports required by law to be filed by it and will promptly pay all taxes and governmental charges at any time owing, except any such taxes which are not yet delinquent or are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books. The Seller will pay when due any taxes payable in connection with the Receivables, exclusive of taxes on or measured by income or gross receipts of the Administrator or TPF.

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(l)Payment to Applicable Originator. With respect to any Receivable purchased by the Seller from an Originator, such sale shall be effected under, and in compliance with the terms of, the Receivables Sale Agreement, including, without limitation, the terms relating to the amount and timing of payments to be made to such Originator in respect of the purchase price for such Receivable.

Section 7.2Negative Covenants of the Seller Parties.

Until the date on which the Aggregate Unpaids have been indefeasibly paid in full and this Agreement terminates in accordance with its terms, each Seller Party hereby covenants, as to itself, that:

(a)Change in Name, Jurisdiction of Organization. Such Seller Party will not change (i) its name as it appears in official filings in its jurisdiction of organization, (ii) its status as a “registered organization” (within the meaning of any applicable enactment of the UCC), (iii) its organizational identification number, if any, issued by its jurisdiction of organization, or (iv) its jurisdiction of organization unless it shall have: (A) given the Administrator at least thirty (30) days’ prior written notice thereof and (B) delivered to the Administrator all financing statements, instruments and other documents requested by the Administrator in connection with such change or relocation.

(b)Change in Payment Instructions to Obligors. Except as may be required by the Administrator pursuant to Section 8.2(b), such Seller Party will not add or terminate any bank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lock-Box or Collection Account, unless the Administrator shall have received, at least ten (10) days before the proposed effective date therefor, (i) written notice of such addition, termination or change and (ii) with respect to the addition of a Collection Bank or a Collection Account or Lock-Box, an executed Collection Account Agreement with respect to the new Collection Account or Lock-Box; provided, however, that the Servicer may make changes in instructions to Obligors regarding payments if such new instructions require such Obligor to make payments to another existing Collection Account.

(c)Modifications to Contracts and Credit and Collection Policy. Such Seller Party will not, and will not permit any Originator to, make any material change or material amendment to the Credit and Collection Policy unless, at least 30 days prior to such material change or material amendment, it has delivered to the Administrator a copy of the Credit and Collection Policy then in effect and notice (i) indicating such proposed change or amendment, and (ii) if such proposed change or amendment would be reasonably likely to adversely affect the collectibility of the Receivables or decrease the credit quality of any newly created Receivables, requesting the Administrator’s consent thereto. Except as provided in Section 8.2(d), the Servicer will not, and will not permit any Originator to, extend, amend or otherwise modify the terms of any Receivable or any Contract related thereto other than in accordance with the Credit and Collection Policy.

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(d)Sales, Liens. The Seller will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, any of the Purchased Assets, or assign any right to receive income with respect thereto (other than, in each case, the creation of a security interest therein in favor of the Administrator as provided for herein or in any Transaction Document), and the Seller will defend the right, title and interest of the Secured Parties in, to and under any of the foregoing property, against all claims of third parties claiming through or under the Seller or any Originator. The Seller will not create or suffer to exist any mortgage, pledge, security interest, encumbrance, lien, charge or other similar arrangement on any of its inventory the sale of which gives rise to any Receivable.

(e)Use of Proceeds. The Seller will not use the proceeds of the Purchases for any purpose other than (i) paying for Receivables and Related Security under and in accordance with the Receivables Sale Agreement, including without limitation, making payments on the Subordinated Notes (as defined therein) to the extent permitted thereunder and under the Receivables Sale Agreement, (ii) paying its ordinary and necessary operating expenses when and as due, and (iii) making Restricted Junior Payments to the extent permitted under this Agreement.

(f)Termination Date Determination. The Seller will not designate the Termination Date (as defined in the Receivables Sale Agreement), or send any written notice to any Originator in respect thereof, without the prior written consent of the Administrator, except with respect to the occurrence of such Termination Date arising pursuant to Section 5.1(d) of the Receivables Sale Agreement.

(g)Restricted Junior Payments. The Seller will not make any Restricted Junior Payment if after giving effect thereto, the Seller’s Net Worth (as defined in the Receivables Sale Agreement) would be less than the Required Capital Amount (as defined in the Receivables Sale Agreement).

(h)Seller Indebtedness. The Seller will not incur or permit to exist any Indebtedness or liability on account of deposits except: (i) the Aggregate Unpaids, (ii) the Subordinated Loans (as defined in the Receivables Sale Agreement), (iii) other current accounts payable arising in the ordinary course of business and not overdue, (iv) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (v) the incurrence of obligations under this Agreement, (vi) the incurrence of obligations, as expressly contemplated in the Receivables Sale Agreement, to make payment to the Originators thereunder for the purchase of Receivables from such Originators under the Receivables Sale Agreement, and (vii) the incurrence of operating expenses in the ordinary course of business of the type otherwise contemplated by this Agreement. The Seller shall not hold out its credit as available to satisfy the obligations of others, pledge its assets for the benefit of any other entity, make loans or advances to any other entity or acquire obligations or securities of its shareholders.

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(i)Prohibition on Additional Negative Pledges. No such Seller Party will enter into or assume any agreement (other than this Agreement and the other Transaction Documents) prohibiting the creation or assumption of any Adverse Claim upon the Purchased Assets except as contemplated by the Transaction Documents, or otherwise prohibiting or restricting any transaction contemplated hereby or by the other Transaction Documents, and no such Seller Party will enter into or assume any agreement creating any Adverse Claim upon the Subordinated Notes (as defined in the Receivables Sale Agreement).

(j)Contract Provisions. Except for customary adjustments in the ordinary course of business, such Seller Party will not (and will not permit any Originator to) permit any Contract with respect to any Receivable to contain provisions that either (i) permit or provide for any reduction in the Outstanding Balance of the Receivable created thereunder and any accrued interest thereon or (ii) could otherwise hinder the ability to receive Collections with respect to such Receivable .

Article VIII

Administration and Collection

Section 8.1Designation of Servicer.

(a)The servicing, administration and collection of the Receivables shall be conducted by such Person (the “Servicer”) so designated from time to time in accordance with this Section 8.1. Arch is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms of this Agreement. The Administrator may, upon the occurrence of an Unmatured Amortization Event (other than one arising as a result of a Voluntary Termination, unless another Unmatured Amortization Event occurs), designate as Servicer any Person to succeed Arch or any successor Servicer providedthat the Rating Agency Condition is satisfied.

(b)Arch may delegate, and Arch hereby advises the Administrator and TPF that it has delegated, to each Originator, as sub-servicer of the Servicer, certain of its duties and responsibilities as Servicer hereunder in respect of the Receivables originated by such Originator. Without the prior written consent of the Administrator (which consent shall not be unreasonably withheld) Arch shall not be permitted to delegate any of its duties or responsibilities as Servicer to any Person other than (i) the Seller, (ii) any Originator, and (iii) with respect to certain Defaulted Receivables, outside collection agencies in accordance with its customary practices. Neither the Seller nor the Originators shall be permitted to further delegate to any other Person any of the duties or responsibilities of the Servicer delegated to it by Arch. If at any time the Administrator shall designate as Servicer any Person other than Arch, all duties and responsibilities theretofore delegated by Arch to the Seller or any Originator may, at the discretion of the Administrator, be terminated forthwith on notice given by the Administrator to Arch and to the Seller and such Originator.

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(c)Notwithstanding the foregoing subsection (b): (i) Arch shall be and remain primarily liable to the Administrator and TPF for the full and prompt performance of all duties and responsibilities of the Servicer hereunder and (ii) the Administrator and TPF shall be entitled to deal exclusively with Arch in matters relating to the discharge by the Servicer of its duties and responsibilities hereunder. The Administrator and TPF shall not be required to give notice, demand or other communication to any Person other than Arch in order for communication to the Servicer and its sub-servicer or other delegate with respect thereto to be accomplished. Arch, at all times that itis the Servicer, shall be responsible for providing any sub-servicer or other delegate of the Servicer with any notice given to the Servicer under this Agreement.

Section 8.2Duties of Servicer.

(a)The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy.

(b)The Servicer will instruct all Obligors to pay all Collections directly to a Lock-Box or Collection Account. The Servicer shall effect a Collection Account Agreement in a form reasonably acceptable to the Administrator with each bank party to a Collection Account at any time. In the case of any remittances received in any Lock-Box or Collection Account that shall have been identified, to the satisfaction of the Servicer, to not constitute Collections or other proceeds of the Receivables or the Related Security, the Servicer shall promptly remit such items to the Person identified to it as being the owner of such remittances. From and after the date the Administrator delivers to any Collection Bank a Collection Notice pursuant to Section 8.3, the Administrator may request that the Servicer, and the Servicer thereupon promptly shall instruct all Obligors with respect to the Receivables, to remit all payments thereon to a new depositary account specified by the Administrator and, at all times thereafter, the Seller and the Servicer shall not deposit or otherwisecredit, and shall not permit any other Person to deposit or otherwise credit to such new depositary account any cash or payment item other than Collections.

(c)The Servicer shall administer the Collections in accordance with the procedures described herein and in Article II. The Servicer shall set aside and hold in trust for the account of the Seller and TPF their respective shares of the Collections in accordance with Article II. The Servicer shall, upon the request of the Administrator during the occurrence of an Unmatured Amortization Event, segregate, in a manner acceptable to the Administrator, all cash, checks and other instruments received by it from time to time constituting Collections from the general funds of the Servicer or the Seller prior to the remittance thereof in accordance with Article II. If the Servicer shall be required to segregate Collections pursuant to the preceding sentence, the Servicer shall segregate and deposit with a bank designated by the Administrator such allocable share of Collections of Receivables set aside for TPF on the first Business Day following receipt by the Servicer of such Collections, duly endorsed or with duly executed instruments of transfer.

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(d)The Servicer may, in accordance with the Credit and Collection Policy, extend the maturity of any Receivable or adjust the Outstanding Balance of any Receivable as the Servicer determines to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or Defaulted Receivable or limit the rights of the Administrator or TPF under this Agreement. The Administrator shall have the right to direct the Servicer to commence or settle any legal action with respect to any Receivable (whether or not such Receivable is a Defaulted or Delinquent Receivable) of an Obligor which is an Obligor under any Defaulted or Delinquent Receivable; provided, however, that the Servicer shall not be required to comply with such direction if the Seller determines, in its reasonable business judgment, that it is preferable not to enforce or settle any Delinquent or Defaulted Receivable, in which case such Defaulted or Delinquent Receivable (and, at the option of the Administrator, any other Receivable of such Obligor) shall be treated as a Deemed Collection, and payment shall be made thereon in a manner consistent with Section 1.4.

(e)The Servicer shall hold in trust for the Seller and the Administrator and TPF all Records that (i) evidence or relate to the Receivables, the related Contracts and Related Security or (ii) are otherwise necessary or desirable to collect the Receivables and shall, as soon as practicable upon demand of the Administrator during the occurrence of an Unmatured Amortization Event, deliver or make available to the Administrator all such Records (other than any Record that contains confidentiality provisions (except for Records as to which the related Obligor has consented to such delivery) that cannot be satisfied by the execution and delivery of a confidentiality agreement), at a place selected by the Administrator. The Servicer shall, as soon as practicable following receipt thereof turn over to the Seller any cash collections or other cash proceeds received with respect to Indebtedness not constituting Receivables. The Servicer shall, from time to time at the request of the Administrator or TPF, furnish to TPF (promptly after any such request) a calculation of the amounts set aside for TPF pursuant to Article II.

(f)Any payment by an Obligor in respect of any indebtedness owed by it to any Originator or the Seller shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrator, be applied as a Collection of any Receivable of such Obligor (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other obligation of such Obligor.

Section 8.3Collection Notices.

The Administrator is authorized at any time to date and to deliver to the Collection Banks the Collection Notices. The Seller hereby transfers to the Administrator for the benefit of TPF, effective when the Administrator delivers such notice, the exclusive ownership and control of each Lock-Box and the Collection Accounts. In case any authorized signatory of the Seller whose signature appears on a Collection Account Agreement shall cease to have such authority before the delivery of such notice, such Collection Notice shall nevertheless be valid as if such authority had remained in force. The Seller hereby authorizes the Administrator, and agrees that the Administrator shall be entitled (a) at any time after delivery of the Collection Notices, to endorse the Seller’s name on checks and other instruments representing Collections, (b) at any time after the occurrence of an Amortization Event, to enforce the Receivables, the related Contracts and the Related Security, and (c) at any time after the occurrence of an Amortization Event, to take such action as shall be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Receivables to come into the possession of the Administrator rather than the Seller.

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Section 8.4Responsibilities of the Seller.

Anything herein to the contrary notwithstanding, the exercise by the Administrator, on behalf of TPF, of the Administrator’s rights hereunder shall not release the Servicer, any Originator or the Seller from any of their duties or obligations with respect to any Receivables or under the related Contracts. The Administrator and TPF shall have no obligation or liability with respect to any Receivables or related Contracts, nor shall any of them be obligated to perform the obligations of the Seller or any Originator thereunder.

Section 8.5Receivables Reports.

The Servicer shall prepare and forward to the Administrator (a) on each Monthly Reporting Date, a Monthly Report and an electronic file of the data contained therein, (b) at such times as the Administrator may request upon reasonable advance notice, a listing by Obligor of all Receivables together with an aging of such Receivables, and (c) on the last Business Day of each month from June through and including November, a Collateral Certificate as of the 15^th day of such month and an electronic file of the data contained therein; provided, however, that no Collateral Certificate shall be due in any such month when no Invested Amount is outstanding unless the Seller requests a Purchase during such months and has not delivered a Collateral Certificate or a Monthly Report within the two weeks preceding the proposed Purchase Date.

Section 8.6Servicing Fee.

As compensation for the Servicer’s servicing activities on their behalf, the Servicer shall be paid the Servicing Fee in arrears on each Settlement Date out of Collections.

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Article IX

Amortization Events

Section 9.1Amortization Events.

The occurrence of any one or more of the following events shall constitute an Amortization Event:

(a)Any of the Seller Parties shall fail to make any payment or deposit required to be made by it under the Transaction Documents and such failure shall continue for three (3) Business Days.

(b)(i) Any representation or warranty made by any of the Seller Parties in this Agreement or the Receivables Sale Agreement shall prove to have been incorrect in any respect when made or deemed made, (ii) any information contained in any Monthly Report shall prove to have been incorrect in any respect when made, or (iii) any representation, warranty, certification or statement (other than relating to projections or other forward-looking information) made by any of the Seller Parties in any other Transaction Document or in any other document delivered pursuant hereto or thereto (other than in a Monthly Report) shall prove to have been incorrect in any material respect when made or deemed made; provided, that no such event shall constitute an Amortization Event unless such event is unremedied for a period of ten (10) Business Days after the earlier to occur of (i) written notice thereof shall have been given by the Administrator to such Seller Party or (ii) an Authorized Officer of such Seller Party shall have actual knowledge thereof or should have had knowledge thereof if such Authorized Officer had exercised reasonable care in the performance of his or her duties; provided, further, that no grace period shall apply to Section 5.1(f), 5.1(i), 5.1(j), 5.1(n), 5.1(p), 5.1(u) or 5.1(v); and provided, further, no such event shall constitute an Amortization Event if the Seller shall have timely paid to the Administrator the Deemed Collection required to be paid as a result of such event in accordance with Section 1.4..

(c)Any of the Seller Parties shall fail to perform or observe any covenant contained in Section 7.2 or Section 8.5 when due.

(d)Any of the Seller Parties shall fail to perform or observe any other covenant or agreement under any Transaction Documents and such failure shall continue for ten (10) consecutive Business Days.

(e)Failure of the Seller to pay any Indebtedness (other than the Aggregate Unpaids) when due or the default by the Seller in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtednessof the Seller shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof.

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(f)Failure of Arch or any of its Subsidiaries other than the Seller to pay Indebtedness in excess of $5,000,000 in aggregate principal amount (hereinafter, “Material Indebtedness”) when due (after giving effect to any applicable grace periods with respect thereto); or the default by Arch or any of its Subsidiaries other than the Seller in the performance of any term, provision or condition contained in any agreement under which any Material Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity and, unless such Material Indebtedness is earlier accelerated, such default is not cured within 15 days after its occurrence; or any Material Indebtedness of Arch or any of its Subsidiaries other than the Seller shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof.

(g)An Event of Bankruptcy shall occur with respect to any Seller Party or any of its Subsidiaries.

(h)As at the end of any Calculation Period:

(i)the three-month rolling average Delinquency Ratio shall exceed 3.0%,

(ii)the three-month rolling average Default Ratio shall exceed 2.5%,

(iii)the three-month rolling average Dilution Ratio shall exceed 7.5%, or

(iv)the Account Receivable Turnover Ratio shall be less than 6.5.

(i)A Change of Control shall occur.

(j)(i) One or more final judgments of a court of competent jurisdiction for the payment of money in an aggregate amount of $12,500 or more shall be entered against the Seller or (ii) one or more final judgments of a court of competent jurisdiction for the payment of money in an amount in excess of $5,000,000, individually or in the aggregate, shall be entered against Arch or any of its Subsidiaries (other thanthe Seller) on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for sixty (60) consecutive days without a stay of execution.

(k)The “Termination Date” under and as defined in the Receivables Sale Agreement shall occur under the Receivables Sale Agreement or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to the Seller under the Receivables Sale Agreement.

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(l)This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Seller, or any Originator shall directly or indirectly contest in any manner sucheffectiveness, validity, binding nature or enforceability, or the Administrator for the benefit of TPF shall cease to have a valid and perfected first priority security interest in the Receivables, its Collections, “Supporting Obligations” (as defined in Article 9 of the UCC in effect in each relevant jurisdiction), the Seller’s right, title and interest in, to and under each of the Transaction Documents to which it is a party, returned goods the sale of which gave rise to any Receivable, security interests in favor of the Seller that secures payment of such Receivable and all other items of Related Security in which an interest therein may be perfected by the filing of a financing statement under Article 9 of the UCC and proceeds of the foregoing, or any Person shall contest the Administrator’s perfected first priority ownership interest in that portion of the Related Security in which perfection cannot be accomplished under Article 9 of the relevant UCC, or any Secured Party shall incur any loss resulting from the Seller’s failure to perfect Administrator’s ownership interest in that portion of the Related Security in which perfection cannot be accomplished under Article 9 of the relevant UCC.

(m)On any day, the Aggregate Invested Amount shall exceed the Purchase Limit, and such failure shall continue unremedied for three (3) Business Days.

(n)The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Tax Code with regard to any of the Receivables or the Related Security or the PBGC shall, file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the Receivables or the Related Security, and any such lien shall not have been released within the earlier to occur of (i) seven (7) days after the date of such filing and (ii) the day on which the Administrator becomes aware of such filing.

(o)Any Plan of any Seller Party or any of its ERISA Affiliates:

(i)shall fail to be funded in accordance with the minimum funding standard required by applicable law, the terms of such Plan, Section 412 of the Tax Code or Section 302 of ERISA for any plan year or a waiver of such standard is sought or granted with respect to such Plan under applicable law, the terms of such Plan or Section 412 of the Tax Code or Section 303 of ERISA; or

(ii)is being, or has been, terminated or the subject of termination proceedings under applicable law or the terms of such Plan; or

(iii)shall require Arch or any of its ERISA Affiliates to provide security under applicable law, the terms of such Plan, Section 401 or 412 of the Tax Code or Section 306 or 307 of ERISA; or

(iv)results in a liability to Arch or any of its ERISA Affiliates under applicable law, the terms of such Plan, or Title IV ERISA,

and there shall result from any such failure, waiver, termination or other event a liability to the PBGC or a Plan that would have a Material Adverse Effect.

(p)Any event shall occur which has, or could be reasonably expected to have a Material Adverse Effect.

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(q)On any day a report is required to be delivered in accordance with Section 8.5, the Net Pool Balance shall be less than an amount equal to the sum of (i) the Aggregate Invested Amount plus (ii) the Required Reserve, and such failure shall continue unremedied for three (3) Business Days.

Section 9.2Remedies.

Upon the occurrence and during the continuation of an Amortization Event, the Administrator may, or upon the direction of the Required Liquidity Banks shall, take any of the following actions: (a) except upon a Voluntary Termination (unless another Amortization Event occurs), replace the Person then acting as Servicer, (b) declare the Facility Termination Date to have occurred, whereupon Reinvestments shall immediately terminate and the Facility Termination Date shall forthwith occur, all without demand, protest or further notice of any kind, all of which are hereby expressly waived by the Seller Parties; provided, however, that upon the occurrence of an Event of Bankruptcy with respect to a Seller Party, the Facility Termination Date shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by such Seller Party, (c) deliver the Collection Notices to the Collection Banks, (d) exercise all rights and remedies of a secured party upon default under the UCC and other applicable laws, and (e) notify Obligors of the Administrator’s security interest in the Receivables and other Purchased Assets. The aforementioned rights and remedies shall be without limitation, and shall be in addition to all other rights and remedies of the Administrator and TPF otherwise available under any other provision of this Agreement, by operation of law, at equity or otherwise, all of which are hereby expressly preserved, including, without limitation, all rights and remedies provided under the UCC, all of which rights shall be cumulative.

Article X

Indemnification

Section 10.1Indemnities by the Seller Parties.

Without limiting any other rights that the Administrator or TPF may have hereunder or under applicable law, (a) the Seller hereby agrees to indemnify (and pay upon demand to) the Administrator, TPF, each of the Liquidity Banks and each of the respective assigns, officers, directors, agents and employees of the foregoing (each, an “Indemnified Party”) from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by TPF or any of its Liquidity Banks of an interest in the Receivables, and (b) the Servicer hereby agrees to indemnify (and pay upon demand to) each Indemnified Party for Indemnified Amounts awarded against or incurred by any of them arising out of the Servicer’s activities as Servicer hereunder excluding, however, in all of the foregoing instances under the preceding clauses (a) and (b):

(i)Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification;

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(ii)Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; or

(iii)taxes imposed by the United States, the Indemnified Party’s jurisdiction of organization (or in the case of an individual, his or her jurisdiction of primary residence) or any other jurisdiction in which such Indemnified Party has established a taxable nexus other than in connection with the transactions contemplated hereby, on or measured by the overall net income of such Indemnified Party to the extent that the computation of such taxes is consistent with the characterization for income tax purposes of the acquisition by TPF of Receivables as a loan or loans by TPF to the Seller secured by the Receivables, the Related Security, the Collection Accounts and the Collections;

provided, however, that nothing contained in this sentence shall limit the liability of the Seller Parties or limit the recourse of TPF to the Seller Parties for amounts otherwise specifically provided to be paid by the Seller Parties under the terms of this Agreement. Without limiting the generality of the foregoing indemnification, the Seller shall indemnify the Administrator and TPF for Indemnified Amounts (including, without limitation, losses in respect of uncollectible receivables, regardless of whether reimbursement therefor would constitute recourse to the Seller or the Servicer) relating to or resulting from:

(i)any representation or warranty made by a Seller Party or any Originator (or any officers of any such Person) under or in connection with this Agreement, any other Transaction Document or any other information or report delivered by any such Person pursuant hereto or thereto, which shall have been false or incorrect when made or deemed made;

(ii)the failure by the Seller, the Servicer or any Originator to comply in any material respect with any applicable law, rule or regulation with respect to any Receivable or Contract related thereto, or the nonconformity of any Receivable or Contract included therein with any such applicable law, rule or regulation or any failure of any Originator to keep or perform any of its obligations, express or implied, with respect to any Contract;

(iii)any failure of the Seller, the Servicer or any Originator to perform in any material respect its duties, covenants or other obligations in accordance with the provisions of this Agreement or any other Transaction Document;

(iv)any products liability, personal injury or damage suit, or other similar claim arising out of or in connection with merchandise, insurance or services that are the subject of any Contract or any Receivable;

(v)any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or service related to such Receivable or the furnishing or failure to furnish such merchandise or services;

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(vi)the commingling of Collections of Receivables at any time with other funds;

(vii)any investigation, litigation or proceeding related to or arising from this Agreement or any other Transaction Document, the transactions contemplated hereby, the use of the proceeds of any Purchase, the Purchased Assets or any other investigation, litigation or proceeding relating to the Seller, the Servicer or any Originator in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby;

(viii)any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding;

(ix)any Amortization Event of the type described in Section 9.1(g);

(x)any failure of the Seller to acquire and maintain legal and equitable title to, and ownership of any of the Purchased Assets from the applicable Originator, free and clear of any Adverse Claim (other than as created hereunder); or any failure of the Seller to give reasonably equivalent value to any Originator under the Receivables Sale Agreement in consideration of the transfer by such Originator of any Receivable, or any attempt by any Person to void such transfer under statutory provisions or common law or equitable action (except as created by the Transaction Documents);

(xi)any failure to vest and maintain vested in the Administrator for the benefit of TPF, or to transfer to the Administrator for the benefit of the Secured Parties, a valid first priority perfected security interests in the Purchased Assets, free and clear of any Adverse Claim (except as created by the Transaction Documents);

(xii)the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Purchased Assets, and the proceeds thereof, whether at the time of any Purchase or at any subsequent time;

(xiii)any action or omission by a Seller Party which reduces or impairs the rights of the Administrator or TPF with respect to any Purchased Assets or the value of any Purchased Assets;

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(xiv)any attempt by any Person to void any Purchase or the Administrator’s security interest in the Purchased Assets under statutory provisions or common law or equitable action; and

(xv)the failure of any Receivable included in the calculation of the Net Pool Balance as an Eligible Receivable to be an Eligible Receivable at the time so included.

Section 10.2Increased Cost and Reduced Return.

If after the date hereof, any Funding Source shall be charged any fee, expense or increased cost (other than taxes) on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy) or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (a “Regulatory Change”): (a) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s obligations under a Funding Agreement, or on or with respect to the Receivables, or (b) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (c) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, promptly upon demand by the Administrator, the Seller shall pay to the Administrator, for the benefit of the relevant Funding Source, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction; provided, however, that no Funding Source shall be entitled to any compensation for any increased costs under this Section 10.2 unless the Administrator or such Funding Source delivers a reasonably detailed certificate to the Seller setting forth the amounts and the basis for such increased costs.

Section 10.3Other Costs and Expenses.

The Seller shall pay to the Administrator and TPF promptly on demand all reasonable costs and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of the Transaction Documents and the transactions contemplated thereby, the Liquidity Agreement and, to the extent directly related to this Agreement, the Program Documents (including any amendments or modifications of or supplements to the Program Documents directly related to this Agreement), including without limitation, the cost of TPF’s auditors auditing the books, records and procedures of the Seller, reasonable fees and out-of-pocket expenses of legal counsel for TPF and the Administrator with respect thereto and with respect to advising TPF and the Administrator as to their respective rights and remedies under this Agreement. The Seller shall pay to the Administrator promptly on demand any and all reasonable costs and expenses of the Administrator and TPF, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. The Seller shall reimburse TPF promptly on demand for all other costs and expenses incurred by TPF (“Other Costs”), including, without limitation, the cost of auditing TPF’s books by certified public accountants, the cost of rating the Commercial Paper by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for TPF or any counsel for any shareholder of TPF with respect to advising TPF or such shareholder as to matters relating to TPF’s operations.

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Section 10.4Allocations.

TPF shall in its reasonable judgment allocate the liability for Other Costs among the Seller and other Persons with whom TPF has entered into agreements to purchase interests in or finance receivables and other financial assets (“Other Customers”). If any Other Costs are attributable to the Seller and not attributable to any Other Customer, the Seller shall be solely liable for such Other Costs. However, if Other Costs are attributable to Other Customers and not attributable to the Seller, such Other Customer shall be solely liable for such Other Costs. All allocations to be made pursuant to the foregoing provisions of this Article X shall be made by TPF in its sole discretion and shall be binding on the Seller and the Servicer.

Article XI

The Administrator

Section 11.1Authorization and Action.

TPF, on behalf of itself and its assigns, hereby designates and appoints STCM to act as its agent and administrator under this Agreement and under each other Transaction Document, and authorizes the Administrator to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrator by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto, including, without limitation, the power to perfect all security interests granted under the Transaction Documents.

Section 11.2STCM, SunTrust Bank and Affiliates.

STCM, SunTrust Bank and their Affiliates may generally engage in any kind of business with Seller, Servicer, any Obligor, any of their respective Affiliates and any Person who may do business with or own securities of any of the foregoing, all as if STCM were not Administrator and without any duty to account therefor to TPF.

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Article XII

Assignments and Participations

Section 12.1Assignments and Participations by TPF.

Each of the parties hereto, on behalf of its successors and assigns, hereby agrees and consents to the complete or partial sale by TPF of all or any portion of its rights under, interest in, title to and obligations under this Agreement to the Liquidity Banks pursuant to the Liquidity Agreement, regardless of whether such sale constitutes an assignment or the sale of a participation in such rights and obligations.

Section 12.2Prohibition on Assignments by the Seller Parties.

No Seller Party may assign any of its rights or obligations under this Agreement without the prior written consent of the Administrator and each of TPF and without satisfying the Rating Agency Condition.

Article XIII

Miscellaneous

Section 13.1Waivers and Amendments.

No failure or delay on the part of the Administrator or TPF in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Anywaiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 13.10. TPF, the Seller and the Administrator, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that any material amendment, waiver or other modification of this Agreement shall require satisfaction of the Rating Agency Condition.

Section 13.2Notices.

Except as provided in this Section 13.2, all communications and notices provided for hereunder shall be in writing (including bank wire, telecopy or electronic facsimile transmission or similar writing) and shall be given to the other parties hereto at their respective addresses or telecopy numbers set forth on the signature pages hereof or at such other address or telecopy number as such Person may hereafter specify for the purpose of notice to each of the other parties hereto. Each such notice or other communication shall be effective (a) if given by telecopy, upon the receipt thereof, (b) if given by mail, three (3) Business Days after the time such communication is deposited in the mail with first class postage prepaid or (c) if given by any other means, when received at the address specified in this Section 13.2. The Seller hereby authorizes the Administrator to effect Purchases and Interest Period and Yield Rate selections based on telephonic notices made by any Person whom the Administrator in good faith believes to be acting on behalf of the Seller. The Seller agrees to deliver promptly to the Administrator a written confirmation of each telephonic notice signed by an authorized officer of the Seller; provided, however, the absence of such confirmation shall not affect the validity of such notice. If the written confirmation differs from the action taken by the Administrator, the records of the Administrator shall govern absent manifest error.

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Section 13.3Protection of Administrator’s Security Interest.

(a)The Seller agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that the Administrator may request, to perfect, protect or more fully evidence the Administrator’s security interest in the Purchased Assets, or to enable the Administrator or TPF to exercise and enforce their rights and remedies hereunder; provided, however, that unless and until an Amortization Event or an Unmatured Amortization Event has occurred, no Seller Party shall be required to take any actions to establish, maintain or perfect the Seller’s ownership interest in the Related Security other than the filing of financing statements under the UCC of all appropriate jurisdictions. During the occurrence and continuance of an Unmatured Amortization Event or an Amortization Event, the Administrator may, or the Administrator may direct the Seller or the Servicer to, notifythe Obligors of Receivables, at the Seller’s expense, of the ownership or security interests of TPF under this Agreement. During the occurrence and continuance of an Unmatured Amortization Event or an Amortization Event, the Administrator may direct the Seller or Servicer (and if the Seller or Servicer fails to do so) Administrator may direct that payments of all amounts due or that become due under any or all Receivables be made directly to an account specified by the Administrator or its designee which may be an account of the Administrator or its designee. The Seller or the Servicer (as applicable) shall, at the Administrator’s request, withhold the identities of the Administrator and TPF in any such notification.

(b)If any Seller Party fails to perform any of its obligations hereunder, the Administrator or TPF may (but shall not be required to) upon notice to such Seller Party perform, or cause performance of, such obligations, and the Administrator’s or TPF’s costs and expenses incurred in connection therewith shall be payable by the Seller as provided in Section 10.3. The Seller Parties irrevocably authorize the Administrator at any time and from time to time in the sole discretion of the Administrator, and appoints the Administrator as its attorney-in-fact, to act on behalf of the Seller Parties (i) to execute on behalf of the Seller as debtor and to file financing statements necessary or desirable in the Administrator’s sole discretion to perfect and to maintain the perfection and priority of the interest of TPF in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as the Administrator in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Administrator’s security interest in the Purchased Assets, for the benefit of the Secured Parties. This appointment is coupled with an interest and is irrevocable(A) Each of the Seller Parties hereby authorizes the Administrator to file financing statements and other filing or recording documents with respect to the Receivables and Related Security (including any amendments thereto, or continuation or termination statements thereof), without the signature or other authorization of the Seller Parties, in such form and in such offices as the Administrator reasonably determines appropriate to perfect or maintain the perfection of the security interest of the Administrator hereunder including, without limitation, financing statements naming Seller as debtor describing the collateral as “all assets” or “all personal property of the debtor, whether now owned and existing or hereafter arising or acquired,”(B) each of the Seller Parties acknowledges and agrees that it is not authorized to, and will not, file financing statements or other filing or recording documents with respect to the Receivables or Related Security (including any amendments thereto, or continuation or termination statements thereof), without the express prior written approval by the Administrator, consenting to the form and substance of such filing or recording document, and (C) each of the Seller Parties approves, authorizes and ratifies any filings or recordings made by or on behalf of the Administrator in connection with the perfection of the security interests in favor of the Seller or the Administrator.

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Section 13.4Confidentiality.

(a)Each of the Seller Parties shall maintain and shall cause each of its employees and officers to maintain the confidentiality of any confidential or proprietary information with respect to the Administrator and TPF and their respective businesses obtained by it or them in connection with the structuring, negotiating and execution of the transactions contemplated herein, except that the Seller Parties and their respective officers and employees may disclose such information to such Seller Party’s directors, external accountants and attorneys and in accordance with any applicable law, rule, regulation, direction, request or order of any judicial, administrative or regulatory authority or proceeding (whether or not having the force or effect of law).

(b)Anything herein to the contrary notwithstanding, the Seller Parties hereby consent to the disclosure of any nonpublic information with respect to it (i) to the Administrator, the Liquidity Banks or TPF by each other, (ii) by the Administrator or TPF to any prospective or actual assignee or participant of any of them and (iii) by the Administrator to any rating agency, Commercial Paper dealer or provider of a surety, guaranty or credit or liquidity enhancement to TPF or any entity organized for the purpose of purchasing, or making loans secured by, financial assets for which STCM acts as the administrator or agent and to any officers, directors, employees, outside accountants and attorneys of any of the foregoing, providedthat each such Person is informed of the confidential nature of such information. In addition, TPF and the Administrator may disclose any such nonpublic information in accordance with any law, rule, regulation, direction, request or order of any judicial, administrative or regulatory authority or proceedings (whether or not having the force or effect of law).

(c)TPF and the Administrator shall each maintain and shall cause each of its employees and officers to maintain the confidentiality of any confidential or proprietary information with respect to each Originator, the Obligors and their respective businesses obtained by it in connection with the due diligence evaluations, structuring, negotiating and execution of the Transaction Documents, and the consummation of the transactions contemplated herein and any other activities of TPF or the Administrator arising from or related to the transactions contemplated herein provided, however, that each of TPF and the Administrator and its employees and officers shall be permitted to disclose such confidential or proprietary information: (i) to the other Purchasers, (ii) to any prospective or actual assignee or participant of TPF, the Administrator or the other Purchasers who execute a confidentiality agreement for the benefit of any Originator and Seller on terms comparable to those required of TPF and the Administrator hereunder with respect to such disclosed information, (iii) to any rating agency, provider of a surety, guaranty or credit or liquidity enhancement to TPF, (iv) to any officers, directors, employees, outside accountants and attorneys of any of the foregoing, and (v) to the extent required pursuant to any applicable law, rule, regulation, direction, request or order of any judicial, administrative or regulatory authority or proceedings with competent jurisdiction (whether or not having the force or effect of law).

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Section 13.5Bankruptcy Petition.The Seller, the Servicer, the Administrator and each Liquidity Bank hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of all outstanding senior indebtedness of TPF, it will not institute against, or join any other Person in instituting against, TPF any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States.

Section 13.6Limitation of Liability. Except with respect to any claim arising out of the willful misconduct or gross negligence of TPF, the Administrator or any Liquidity Bank, no claim may be made by a Seller Party or any other Person against TPF, the Administrator or any Liquidity Bank or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Seller Parties hereby waive, release, and agree not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Section 13.7No Recourse Against TPF.  The obligations of TPF under this Agreement are solely the limited liability company obligations of TPF. No recourse shall be had for any obligation, covenant or agreement (including, without limitation, the payment of any amount owing in respect to this Agreement or the payment of any Fee hereunder or for any other obligation or claim) arising out of or based upon this Agreement or any other agreement, instrument or Transaction Document entered into pursuant hereto or in connection herewith against any member, employee, officer, director, manager, administrator or organizer of TPF, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise.

Section 13.8Limitation on Payments.  Notwithstanding any provisions contained in this Agreement to the contrary, TPF shall not, and shall not be obligated to, pay any amount pursuant to this Agreement unless (a) TPF has received funds which may be used to make such payment and which funds are not required to repay the Commercial Paper and advances under the Voluntary Advance Agreement when due and (b) after giving effect to such payment, either (i) there is sufficient liquidity availability (determined in accordance with the Program Documents), under all of the liquidity facilities for TPF’s commercial paper program, to pay the “Face Amount” (as defined below) of all outstanding Commercial Papers and advances under the Voluntary Advance Agreement when due or (ii) all Commercial Papers and advances under the Voluntary Advance Agreement are paid in full. Any amount which TPF does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in §101 of the Bankruptcy Code) against or an obligation of TPF for any such insufficiency unless and until such payment may be made in accordance with clauses (a) and (b) above. The agreements in this Section shall survive termination of this Agreement and payment of all obligations hereunder. As used in this Section, the term “Face Amount” means, with respect to outstanding Commercial Papers or advances under the Voluntary Advance Agreement, (x) the face amount of any such Commercial Papers issued on a discount basis, and (y) the principal amount of, plus the amount of all interest accrued and to accrue thereon to the stated maturity date of, any such Commercial Papers issued on an interest-bearing basis or any such advances under the Voluntary Advance Agreement.

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Section 13.9CHOICE OF LAW.

THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW AND EXCEPT TO THE EXTENT THAT THE PERFECTION OF THE OWNERSHIP INTEREST OF SELLER OR THE SECURITY INTEREST OF THE AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, IN ANY OF THE COLLATERAL IS GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.

Section 13.10CONSENT TO JURISDICTION.

EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH PERSON PURSUANT TO THIS AGREEMENT, AND EACH SUCH PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENT OR ANY PURCHASER TO BRING PROCEEDINGS AGAINST ANY SELLER PARTY IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY SELLER PARTY AGAINST THE AGENT OR ANY PURCHASER OR ANY AFFILIATE OF THE AGENT OR ANY PURCHASER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH SELLER PARTY PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK.

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Section 13.11WAIVER OF JURY TRIAL.

EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, ANY DOCUMENT EXECUTED BY ANY SELLER PARTY PURSUANT TO THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.

Section 13.12Integration; Binding Effect; Survival of Terms.

(a)This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.

(b)This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by the Seller Parties pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and the provisions of Section 13.4 through and including Section 13.58 shall be continuing and shall survive any termination of this Agreement.

(c)Each of the Seller Parties, TPF and the Administrator hereby acknowledges and agrees that the Liquidity Banks are hereby made express third party beneficiaries of this Agreement and each of the other Transaction Documents.

Section 13.13Counterparts; Severability; Section References.

This Agreement 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 Agreement by fax or other means of electronic transmission shall be effective as delivery of a manually executed counterpart of a signature page to this Agreement. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Unless otherwise expressly indicated, all references herein to “Article,”“Section,”“Schedule” or “Exhibit” shall mean articles and sections of, and schedules and exhibits to, this Agreement.

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Section 13.14Characterization.

(a)It is the intention of the parties hereto that, other than for federal, state and local income and franchise tax purposes, each Purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which Purchase shall provide the TPF with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreement, each sale of a Receivable Interest hereunder is made without recourse to the Seller; provided, however, that (i) the Seller shall be liable to TPF and the Administrator for all representations, warranties, covenants and indemnities made by the Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by TPF or the Administrator or any assignee thereof of any obligation of the Seller orany Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of the Seller or any Originator. It is the intention of the parties hereto that for federal, state and local income and franchise tax purposes TPF’s acquisition of the Receivable Interests shall be treated as a secured loan by TPF to the Seller, and each party hereto agrees to characterize all Purchases hereunder as secured loans on all tax returns filed by such party

(b)In addition to any ownership interest which the Administrator or TPF may from time to time acquire pursuant hereto, the Seller hereby grants to the Administrator for the ratable benefit of TPF a valid security interest in all of the Seller’s right, title and interest, whether now owned or hereafter acquired, in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all proceeds of the foregoing and all other assets of the Seller prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. The Administrator, on behalf of TPF, shall have, in addition to the rights and remedies that it may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.

[signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers or attorneys-in-fact as of the date hereof.

ARCH CHEMICALS RECEIVABLES CORP.

By:/s/ W. Paul Bush

Name:W. Paul Bush

Title:Vice President 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) 229-3576

Fax:(203) 229-3143

ARCH CHEMICALS, INC.

By: /s/ W. Paul Bush

Name:W. Paul Bush

Title: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

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THREE PILLARS FUNDING LLC

By: /s/ Doris J. Hearn

Name:Doris J. Hearn

Title:Vice President

Address:

Three Pillars Funding LLC

c/o AMACAR Group, L.L.C.

6525 Morrison Boulevard, Suite 318

Charlotte, North Carolina 28211

Attention:Douglas K. Johnson

Phone:704-365-0569

Fax:704-365-1362

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SUNTRUST CAPITAL MARKETS, INC., as Administrator

By: /s/ James R. Bennison

Name:James R. Bennison

Title:Managing Director

Address:

SunTrust Capital Markets, Inc.

24th Floor, MC3950

303 Peachtree Street

Atlanta, Georgia 30308

Attention:TPF Asset Management

Phone:404-658-4568

Fax:404-813-5000

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EXHIBIT I

DEFINITIONS

As used in the Agreement and the Exhibits and Schedules thereto, the following terms shall have the meanings set forth in this Exhibit I (such meanings to be equally applicable to both the singular and plural forms of the terms defined). If a capitalized term is used in the Agreement, or any Exhibit or Schedule thereto, and is not otherwise defined therein or in this Exhibit I, such term shall have the meaning assigned thereto in Exhibit I to the Receivables Sale Agreement (hereinafter defined).

Accounts Receivable Turnover Ratio: As of any Cut-Off Date, the ratio computed by dividing (a) the aggregate amount of Receivables generated during the 12 Calculation Periods ending on such Cut-Off Date by (b) the average of the aggregate Outstanding Balance of all Receivables as of the last 12 Cut-Off Dates; provided that in no event shall any Excluded Receivable be included in the numerator or denominator of the foregoing computation.

Adjusted Dilution Ratio: At any time, the rolling average of the Dilution Ratio for the 12 Calculation Periods then most recently ended.

Administrator: As defined in the preamble to this Agreement.

Administrator’s Account: Administrator’s Account # XXXXXX, ABA No. XXXXXX, at SunTrust Bank’s office at 25 Park Place, in Atlanta, Georgia, Attn: Mary Hinsberg, Reference: Three Pillars Funding LLC/Arch Chemicals Receivables Corp. Transaction.

Adverse Claim: A lien, security interest, charge or encumbrance, or other right or claim in, of or on any Person’s assets or properties in favor of any other Person.

Affiliate: With respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person or any Subsidiary of such Person. A Person shall be deemed to control another Person if the controlling Person owns 10% or more of any class of voting securities of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, by contract or otherwise.

Aggregate Invested Amount: On any date of determination, the aggregate Invested Amount of all Receivable Interests outstanding on such date.

Aggregate Reduction: As defined in Section 1.3(b).

Aggregate Unpaids: At any time, an amount equal to the sum of (i) the Aggregate Invested Amount, plus (ii) all Recourse Obligations (whether due or accrued) at such time.

Agreement: This Receivables Purchase Agreement, as it may be amended or modified and in effect from time to time.

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Alternate Base Rate: For any day, the rate per annum equal to the sum of (a) the higher as of such day of (i) the Prime Rate, or (ii) one-half of one percent (0.50%) above the Federal Funds Effective Rate, plus (b) the Applicable Margin. For purposes of determining the Alternate Base Rate for any day, changes in the Prime Rate or the Federal Funds Effective Rate shall be effective on the date of each such change.

Amortization Date: The earliest to occur of (i) the day on which any of the conditions precedent set forth in Section 6.2 are not satisfied, (ii) the Business Day immediately prior to the occurrence of an Event of Bankruptcy with respect to a Seller Party, (iii) the Business Day specified in a written notice from the Administrator following the occurrence of any other Amortization Event, and (iv) the date which is ten (10) Business Days after the Administrator’s receipt of written notice from the Seller that it wishes to terminate the facility evidenced by this Agreement.

Amortization Event: As defined in Article IX.

Applicable Margin: As defined in the Fee Letter.

Authorized Officer: With respect to any Person, its president, chief executive officer, any vice president, corporate controller, treasurer or chief financial officer.

Broken Funding Costs: For any Receivable Interest which: (i) is funded with Pooled Commercial Paper and has its Invested Amount reduced without compliance by the Seller with the notice requirements hereunder, or which is funded with other Commercial Paper and has its Investment Amount reduced on any date other than a Settlement Date, or (ii) does not become subject to an Aggregate Reduction following the delivery of any Reduction Notice or (iii) is assigned by TPF to the Liquidity Banks under the Liquidity Agreement or terminated prior to the date on which it was originally scheduled to end; an amount equal to the excess, if any, of (A) the CP Costs or Yield (as applicable) that would have accrued during the remainder of the Interest Periods or the tranche periods for Commercial Paper determined by the Administrator to relate to such Receivable Interest (as applicable) subsequent to the date of such reduction, assignment or termination (or in respect of clause (ii) above, the date such Aggregate Reduction was designated to occur pursuant to the Reduction Notice) of the Invested Amount of such Receivable Interest if such reduction, assignment or termination had not occurred or such Reduction Notice had not been delivered, over (B) the sum of (1) to the extent all or a portion of such Invested Amount is allocated to another Receivable Interest, the amount of CP Costs or Yield actually accrued during the remainder of such period on such Invested Amount for the new Receivable Interest, and (2) to the extent such Invested Amount is not allocated to another Receivable Interest, the income, if any, actually received during the remainder of such period by the holder of such Receivable Interest from investing the portion of such Invested Amount not so allocated.

Business Day: Any day on which banks are not authorized or required to close in New York, New York or Atlanta, Georgia, and The Depository Trust Company of New York is open for business, and, if the applicable Business Day relates to any computation or payment to be made with respect to the LIBO Rate, any day on which dealings in dollar deposits are carried on in the London interbank market.

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Calculation Period: A calendar month.

Change of Control: (i) the acquisition by any Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934) of 51% or more of the outstanding shares of voting stock entitled to elect a majority of the board of directors of Arch, or (ii) Arch ceases to own 100% of the outstanding shares of voting stock of the Seller.

Charge-Offs: All Receivables (other than Excluded Receivables) not previously deemed Defaulted Receivables that are written off by the Servicer or should, in accordance with the Credit and Collection Policy, be written off as uncollectible.

Closing Date: June 27, 2005.

Collateral Certificate: A certificate, in substantially the form of Exhibit IX hereto (appropriately completed), furnished by the Servicer to the Administrator pursuant to Section 8.5.

Collection Account: Each concentration account, depositary account, lock-box account or similar account in which any Collections are collected or deposited and which is listed on Exhibit IV.

Collection Account Agreement: An agreement in form reasonably acceptable to the Administrator among an Originator, Servicer, the Seller, the Administrator and a Collection Bank establishing control over a Collection Account.

Collection Bank: At any time, any of the banks holding one or more Collection Accounts.

Collection Notice: A notice, in substantially the form attached to a Collection Account Agreement from the Administrator to a Collection Bank.

Collections: With respect to any Receivable, all cash collections and other cash proceeds in respect of such Receivable, including, without limitation, all Finance Charges or other related amounts accruing in respect thereof and all cash proceeds of Related Security with respect to such Receivable.

Commercial Paper: Promissory notes of TPF issued by TPF in the commercial paper market to fund the Receivable Interests or any portion thereof.

Concentration Limit:

(a) For any Obligor whose short term unsecured debt ratings are (i) at least both “A-1” from S&P and“P-1” from Moody’s, 12.0% of the aggregate Outstanding Balance of all Eligible Receivables; or (ii) at least both “A-2” from S&P and“P-2” from Moody’s, 6.0% of the aggregate Outstanding Balance of all Eligible Receivables; or

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(b) For any Obligor who does not have short term unsecured debt ratings from both S&P and Moody’s of at least the levels set forth in clause (a)(ii) above but who has long term unsecured debt ratings from both S&P and Moody’s which are (i) greater than or equal to both “A” by S&P and“A2” by Moody’s, 12.0% of the of the aggregate Outstanding Balance of all Eligible Receivables; or (ii) greater than or equal to both “BBB-” by S&P and“Baa3” by Moody’s and less than or equal to “A-” by S&P and“A3” by Moody’s, 6.0% of the aggregate Outstanding Balance of all Eligible Receivables;

(c) For any Special Obligor, 20.0% of the aggregate Outstanding Balance of all Eligible Receivables;

(d) For any Obligor not covered by clause (a), (b) or (c) of this definition, 3.0% of the aggregate Outstanding Balance of all Eligible Receivables;

(e) For all Canadian Obligors in the aggregate, 5.0% of the aggregate Outstanding Balance of all Eligible Receivables;

(f) For all Permitted Government Receivables, 3.0% of the aggregate Outstanding Balance of all Eligible Receivables;

(g) For all Receivables with terms allowing for payment within 91-120 days after invoice date, 5.0% of the aggregate Outstanding Balance of all Eligible Receivables;

provided that (1) the limitations set forth in the foregoing clauses (a)-(d) shall apply to each specified Obligor and its Affiliates, considered as if they were one and the same Person, and (2) in the event that any Obligor has both long-term and short-term unsecured debt ratings from both S&P and Moody’s that are covered under the foregoing clauses (a) and (b), the short-term debt ratings under clause (a) above shall control.

Confidential Contracts: Those Contracts which require that their existence or terms not be disclosed to third parties, including TPF or the Administrator.

Contingent Obligation: Of a Person means any agreement, undertaking or arrangement by which such Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds for the payment of, or otherwise becomes or is contingently liable upon, the obligation or liability of any other Person, or agrees to maintain the net worth or working capital or other financial condition of any other Person, or otherwise assures any creditor of such other Person against loss, including, without limitation, any comfort letter, operating agreement, take-or-pay contract or application for a letter of credit.

Contract: With respect to any Receivable, any and all instruments, agreements, invoices or other writings pursuant to which such Receivable arises or which evidences such Receivable.

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CP Costs: For each day, the sum of (i) discount or interest accrued on that portion of TPF’s Commercial Paper that is allocated to fund the Receivable Interests or any part thereof for such day, plus (ii) any and all accrued commissions in respect of placement agents and commercial paper dealers, and issuing and paying agent fees incurred, in respect of such Commercial Paper for such day, plus (iii) other costs associated with funding small or odd-lot amounts with respect to all receivable purchase or financing facilities which are funded by such Commercial Paper for such day, plus (iv) the Applicable Margin, minus (v) any accrual of income net of expenses received on such day from investment of collections received under all receivable purchase or financing facilities funded substantially with such Commercial Paper for such day, minus (vi) any payment received on such day net of expenses in respect of Broken Funding Costs related to the prepayment of any investment of TPF pursuant to the terms of any receivable purchase or financing facilities funded substantially with such Commercial Paper. In addition to the foregoing costs, if the Seller shall request any Purchase during any period of time determined by the Administrator in its sole discretion to result in incrementally higher CP Costs applicable to such Purchase, the principal associated with any such Purchase shall, during such period, be deemed to be funded by TPF in a special pool (which may include capital associated with other receivable purchase or financing facilities) for purposes of determining such additional CP Costs applicable only to such special pool and charged each day during such period against such principal.

Credit Agreement: That certain Revolving Credit Agreement, dated as of June 20, 2003, among the Servicer, Bank of America National Trust and Savings Association, as Joint Lead Arranger and Joint Book Manager, Bank of America, N.A. (successor by merger to Fleet National Bank) as Syndication Agent, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, as amended to date.

Credit and Collection Policy: The Seller’s credit and collection policies and practices relating to Contracts and Receivables existing on the date hereof and summarized in Exhibit VII hereto, as modified from time to time in accordance with this Agreement.

Credit Advance: A drawing under a letter of credit issued pursuant to a TPF Credit Agreement for the account of TPF, a loan to TPF under a TPF Credit Agreement or any other advance or disbursement of funds to TPF or for TPF’s account pursuant to a TPF Credit Agreement or any such letter of credit, in each case to the extent such drawing, loan, advance or disbursement has not been repaid or reimbursed to Credit Bank in accordance with the related TPF Credit Agreement.

Credit Bank: SunTrust Bank and any other or additional bank or other Person (other than the Seller or other customer of TPF or any liquidity provider as such) now or hereafter extending credit or a purchase commitment to or for the account of TPF or issuing a letter of credit, surety bond or other instrument, in each case to support any obligations arising under or in connection with TPF’s commercial paper program.

Cut-Off Date: The last day of a Calculation Period.

Days Sales Outstanding Ratio: On any date of determination, the ratio computed as of the most recent Cut-Off Date by dividing (a) 360 by (b) the Accounts Receivable Turnover Ratio for the Calculation Period ending on such Cut-Off Date.

Deemed Collections: Collections deemed received by the Seller under 0.

Default Horizon Ratio: As of any Cut-Off Date, the ratio (expressed as a decimal) computed by dividing (a) the sum of (i) the aggregate Receivables (other than Excluded Receivables) generated by the Originators during the four (4) Calculation Periods ending on such Cut-Off Date, plus (ii) the Weighted Average Credit Percentage multiplied by the aggregate Receivables (other than Excluded Receivables) generated by the Originators during the Calculation Period ending four (4) months prior to such Cut-Off Date, by (b) the Net Pool Balance as of such Cut-Off Date.

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Default Rate: A rate per annum equal to the sum of (i) the Alternate Base Rate plus (ii) 1.60%, changing when and as the Alternate Base Rate changes.

Default Ratio: As of any Cut-Off Date, the ratio (expressed as a percentage) computed by dividing (i) the total amount (without double-counting) of Receivables (other than Excluded Receivables) which became Defaulted Receivables or Charge-Offs during the Calculation Period that includes such Cut-Off Date, by (b) the aggregate Receivables (other than Excluded Receivables) generated by the Originators during the Calculation Period occurring six (6) months prior to the Calculation Period ending on such Cut-Off Date.

Defaulted Receivable: A Receivable (other than an Excluded Receivable): (i) as to which the Obligor thereof has suffered an Event of Bankruptcy; (ii) which, consistent with the Credit and Collection Policy, would be written off the Seller’s books as uncollectible; or (iii) as to which any payment, or part thereof, remains unpaid for 121 days or more from the original due date for such payment.

Delinquency Ratio: At any time, a percentage equal to (i) the aggregate Outstanding Balance of all Receivables (other than Excluded Receivables) that were Delinquent Receivables at such time divided by (ii) the aggregate Outstanding Balance of all Receivables (other than Excluded Receivables) at such time.

Delinquent Receivable: A Receivable (other than an Excluded Receivable) as to which any payment, or part thereof, remains unpaid for 91-120 days from the original due date for such payment.

Dilution: The amount of any reduction or cancellation of the Outstanding Balance of a Receivable (other than an Excluded Receivable) as described in Section 1.4.

Dilution Horizon Ratio: As of any Cut-Off Date, a ratio (expressed as a decimal), computed by dividing (i) the aggregate Receivables (other than Excluded Receivables) generated by the Originators during the two previous Calculation Periods ending on such Cut-Off Date, by (ii) the Net Pool Balance as of such Cut-Off Date.

Dilution Ratio: As of any Cut-Off Date, a ratio (expressed as a percentage), computed by dividing (i) the total amount of decreases in Outstanding Balances due to Dilutions during the Calculation Period ending on such Cut-Off Date, by (ii) the aggregate Receivables (other than Excluded Receivables) generated by the Originators during the second preceding Calculation Period prior to such Cut-Off Date.

Dilution Reserve: On any date of determination, computed as of the most recent Cut-Off Date, the product of (a) the sum of (i) the product of (x) the Stress Factor times (y) the Adjusted Dilution Ratio plus (ii) the Dilution Volatility Component times (b) the Dilution Horizon Ratio.

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Dilution Volatility Component: The product (expressed as a percentage) of (i) the difference between (A) the highest two (2)-month rolling average Dilution Ratio over the past 12 Calculation Periods and (B) the Adjusted Dilution Ratio, and (ii) a fraction, the numerator of which is equal to the amount calculated in (i)(A) of this definition and the denominator of which is equal to the amount calculated in (i)(B) of this definition.

Downgraded Liquidity Bank: A Liquidity Bank which has been the subject of a Downgrading Event.

Downgrading Event: With respect to any Person means the lowering of the rating with regard to the short-term securities of such Person to below (i) A-1 by S&P, or (ii) P-1 by Moody’s.

Eligible Assignee: A commercial bank having a combined capital and surplus of at least $250,000,000 with a rating of its (or its parent holding company’s) short-term securities equal to or higher than (i) A-1 by S&P and (ii) P-1 by Moody’s.

Eligible Province or Territory: Ontario, British Columbia, Prince Edward Island, Saskatchewan, Alberta and The Yukon.

Eligible Receivable: At any time, a Receivable:

(i)the Obligor of which (A) if a natural person, is a resident of the United States or an Eligible Province or Territory, or, if a corporation or other business organization, is organized under the laws of the United States or any political subdivision thereof and has its chief executive office in the United States or under the laws of Canada or any Eligible Province or Territory and has its chief executive office in an Eligible Province or Territory, and (B) is not an Affiliate of any of the parties hereto,

(ii)that arises under a Contract,

(iii)which is not a Defaulted Receivable and which is not more than 60 days past due,

(iv)which is not a Government Receivable other than a Permitted Government Receivable,

(v)which by its terms is due and payable within 120 days of the original billing date therefor and has not had its payment terms extended more than once,

(vi)which is an “account” within the meaning of Section 9-102(a)(2) of the UCC of all applicable jurisdictions,

(vii)which is denominated and payable only in United States dollars or Canadian dollars in the United States or Canada,

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(viii)which arises under a Contract which, together with such Receivable, is in full force and effect and constitutes the legal, valid and binding obligation of the related Obligor enforceable against such Obligor in accordance with its terms,

(ix)which arises under a Contract that contains an obligation to pay a specified sum of money, contingent only upon the sale of goods or the provision of services by the applicable Originator,

(x)which, together with the Contract related thereto, does not contravene any law, rule or regulation applicable thereto (including, without limitation, any law, rule and regulation relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy) and with respect to which no part of the Contract related thereto is in violation of any such law, rule or regulation except any such contravention or violation which does not have an adverse effect on the Receivables,

(xi)which satisfies all applicable requirements of the Credit and Collection Policy,

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

(xiii)which arises from the sale of goods, or the provision of services, to the related Obligor by the applicable Originator, and except for incidental amounts, relating to, for example the delivery or shipment of the related goods to the Obligor, not from the sale of goods or provision of services by any other Person (in whole or in part),

(xiv)which is not subject to any current dispute, right of rescission, set-off, counterclaim or any other defense (including defenses arising out of violations of usury laws) of the applicable Obligor against the applicable Originator or any other Adverse Claim, and the Obligor thereon holds no right as against such Originator to cause such Originator to repurchase the goods or merchandise the sale of which shall have given rise to such Receivable (except with respect to sale discounts effected pursuant to the Contract, or defective goods returned in accordance with the terms of the Contract); provided, however, that if such dispute, offset, counterclaim or defense affects only a portion of the Outstanding Balance of such Receivable, then such Receivable may be deemed an Eligible Receivable to the extent of the portion of such Outstanding Balance which is not so affected, and provided, further, that Receivables of any Obligor which has any accounts payable by the applicable Originator or by a wholly-owned Subsidiary of such Originator (thus giving rise to a potential offset against such Receivables) may be treated as Eligible Receivables to the extent that the Obligor of such Receivables has agreed pursuant to a written agreement in form and substance satisfactory to the Administrator, that such Receivables shall not be subject to such offset,

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(xv)as to which the applicable Originator has satisfied and fully performed all obligations on its part with respect to such Receivable required to be fulfilled by it, and no further action is required to be performed by any Person with respect thereto other than payment thereon by the applicable Obligor,

(xvi)as to which each of the representations and warranties contained in Section 5.1(g), Section 5.1(i), Section 5.1(j), Section 5.1(r), Section 5.1(s), Section 5.1(t) and Section 5.1(u) is true and correct; and

(xvii)all right, title and interest to and in which has been validly transferred by the applicable Originator directly to the Seller under and in accordance with the Receivables Sale Agreement, and the Seller has good and marketable title thereto free and clear of any Adverse Claim.

ERISA: The Employee Retirement Income Security Act of 1974, as amended from time to time, and any rule or regulation issued thereunder.

ERISA Affiliate: Any trade or business (whether or not incorporated) under common control with Arch within the meaning of Section 414(b) or (c) of the Tax Code (and Sections 414(m) and (o) of the Tax Code for purposes of provisions relating to Section 412 of the Tax Code).

Event of Bankruptcy: Shall be deemed to have occurred with respect to a Person if either:

(i)a case or other proceeding shall be commenced, without the application or consent of such Person, in any court, seeking the liquidation, reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts of such Person, the appointment of a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for such Person or all or substantially all of its assets, or any similar action with respect to such Person under any law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, and such case or proceeding shall continue undismissed, or unstayed and in effect, for a period of 60 consecutive days; or an order for relief in respect of such Person shall be entered in an involuntary case under the federal bankruptcy laws or other similar laws now or hereafter in effect; or

(ii)such Person shall commence a voluntary case or other proceeding under any applicable bankruptcy, insolvency, reorganization, debt arrangement, dissolution or other similar law now or hereafter in effect, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee (other than a trustee under a deed of trust, indenture or similar instrument), custodian, sequestrator (or other similar official) for, such Person or for any substantial part of its property, or shall make any general assignment for the benefit of creditors, or shall be adjudicated insolvent, or admit in writing its inability to pay its debts generally as they become due, or, if a corporation or similar entity, its board of directors shall vote to implement any of the foregoing.

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Excess Concentration Amount: At any time with respect to any Obligor, group of Obligors or group of Receivables described in clauses (a)-(g) of the definition of “Concentration Limit” (but without duplication), the amount, if any, by which the aggregate Outstanding Balance of all Eligible Receivables of such Obligor, group of Obligors, or group of Receivables, exceeds the Concentration Limit for such Obligor in each case, at such time.

Excluded Receivable: Any Receivable as to which the Obligor (a) if a natural person, is a resident of a province of territory of Canada that is not an Eligible Province or Territory, or, (b) if a corporation or other business organization, is organized under the laws of a province or territory of Canada (other than an Eligible Province or Territory) or any political subdivision thereof and has its chief executive office in a province or territory of Canada (other than an Eligible Province or Territory).

Facility Account: The Seller’s account no. XXXXXX at SunTrust Bank.

Facility Termination Date: The earliest to occur of (i) the Liquidity Termination Date, (ii) the Amortization Date, and (iii) July 7, 2008.

Federal Bankruptcy Code: Title 11 of the United States Code entitled “Bankruptcy,” as amended and any successor statute thereto.

Federal Funds Effective Rate: For any period, a fluctuating interest rate per annum for each day during such period equal to (i) the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the preceding Business Day) by the Federal Reserve Bank of New York in the Composite Closing Quotations for U.S. Government Securities; or (ii) if such rate is not so published for any day which is a Business Day, the average of the quotations at approximately 11:30 a.m. (New York time) for such day on such transactions received by the Administrator from three federal funds brokers of recognized standing selected by it.

Fee Letter: That certain letter agreement dated as of the date hereof among the Seller, Arch and the Administrator, as it may be amended, restated or otherwise modified and in effect from time to time.

Final Payout Date: The date on which all Aggregate Unpaids have been paid in full and the Purchase Limit has been reduced to zero.

Finance Charges: With respect to a Contract, any finance, interest, late payment charges or similar charges owing by an Obligor pursuant to such Contract.

Foreign Currency Reserve: An amount equal to 10% of the U.S. dollar spot market-equivalent of all Eligible Receivables otherwise included in the Net Pool Balance which are denominated in Canadian dollars.

Funding Agreement: (i) the Voluntary Advance Agreement, (ii) the Liquidity Agreement and (iii) any other agreement or instrument executed by any Funding Source with or for the benefit of TPF.

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Funding Source: (i) any Credit Bank, (ii) any Liquidity Bank, or (iii) any insurance company, bank or other funding entity providing liquidity, credit enhancement or back-up purchase support or facilities to TPF.

GAAP: Generally accepted accounting principles in effect in the United States of America as in effect from time to time.

Government Receivable: A Receivable as to which the Obligor is any nation or government, any federal, state, local or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative authority or functions of or pertaining to government including any authority or other quasi-governmental entity established to perform any of such functions.

Incremental Purchase: A purchase of one or more Receivable Interests which increases the total outstanding Aggregate Invested Amount hereunder.

Indebtedness: Of a Person means such Person’s (i) obligations for borrowed money, (ii) obligations representing the deferred purchase price of property or services (other than accounts payable arising in the ordinary course of such Person’s business payable on terms customary in the trade), (iii) obligations, whether or not assumed, secured by liens or payable out of the proceeds or production from property now or hereafter owned or acquired by such Person, (iv) obligations which are evidenced by notes, acceptances, or other instruments, (v) capitalized lease obligations, (vi) net liabilities under interest rate swap, exchange or cap agreements, (vii) Contingent Obligations and (viii) liabilities in respect of unfunded vested benefits under plans covered by Title IV of ERISA.

Indemnified Amounts: As defined in Section 10.1(a).

Indemnified Party: As defined in Section 10.1(a).

Independent Director: A member of the Board of Directors of the Seller who is not at such time, and has not been at any time during the preceding five (5) years: (i) a director, officer, employee or affiliate of any Originator or any of their respective Subsidiaries or Affiliates (other than the Seller), or (ii) the beneficial owner (at the time of such individual’s appointment as an Independent Director or at any time thereafter while serving as an Independent Director) of any of the outstanding common shares of the Seller, any Originator, or any of their respective Subsidiaries or Affiliates, having general voting rights.

Interest Period: With respect to any Receivable Interest funded through a Liquidity Funding:

(i)if Yield for such Receivable Interest is calculated on the basis of the LIBO Rate, a period of one, two, three or six months, or such other period as may be mutually agreeable to the Administrator and the Seller, commencing on a Business Day selected by the Seller or the Administrator pursuant to this Agreement. Such Interest Period shall end on the day in the applicable succeeding calendar month which corresponds numerically to the beginning day of such Interest Period, provided, however, that if there is no such numerically corresponding day in such succeeding month, such Interest Period shall end on the last Business Day of such succeeding month; or

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(ii)if Yield for such Receivable Interest is calculated on the basis of the Alternate Base Rate, a period commencing on a Business Day selected by the Seller and agreed to by the Administrator, provided that no such period shall exceed one month.

If any Interest Period would end on a day which is not a Business Day, such Interest Period shall end on the next succeeding Business Day, provided, however, that in the case of Interest Periods corresponding to the LIBO Rate, if such next succeeding Business Day falls in a new month, such Interest Period shall end on the immediately preceding Business Day. In the case of any Interest Period which commences before the Facility Termination Date and would otherwise end on a date occurring after the Facility Termination Date, such Interest Period shall end on the Facility Termination Date. The duration of each Interest Period which commences after the Facility Termination Date shall be of such duration as selected by the Administrator.

Invested Amount: Of any Receivable Interest means, at any time, (i) the Purchase Price of such Receivable Interest, minus (ii) the sum of the aggregate amount of Collections and other payments received by the Administrator which in each case are applied to reduce such Invested Amount in accordance with the terms and conditions of this Agreement; provided that such Invested Amount shall be restored (in accordance with Section 2.5) in the amount of any Collections or other payments so received and applied if at any time the distribution of such Collections or payments are rescinded, returned or refunded for any reason.

LIBO Rate: For any Interest Period, the rate per annum determined on the basis of (i) the offered rate for deposits in U.S. dollars of amounts equal or comparable to the Invested Amount offered for a term comparable to such Interest Period, which rates appear on Telerate page 3750 (or any successor page) effective as of 11:00 A.M., London time, two Business Days prior to the first day of such Interest Period (the “Rate Setting Day”) or if such rate is unavailable, the rate per annum (rounded upwards, if necessary, to the nearest 1/100th of one percent) based on the rates at which deposits in U.S. dollars for one month are displayed on page “LIBOR” of the Reuters Screen as of 11:00 a.m. (London time) on the Rate Setting Day (it being understood that if at least two (2) such rates appear on such page, the rate will be the arithmetic mean of such displayed rates), provided that if no such offered rates appear on such pages, the LIBO Rate for such Interest Period will be the arithmetic average (rounded upwards, if necessary, to the next higher 1/100th of 1%) of rates quoted by not less than two major banks in New York, New York, selected by the Administrator, at approximately 10:00 a.m.(New York time), two Business Days prior to the first day of such Interest Period, for deposits in U.S. dollars offered by leading European banks for a period comparable to such Interest Period in an amount comparable to the Invested Amount, divided by (ii) one minus the maximum aggregate reserve requirement (including all basic, supplemental, marginal or other reserves) which is imposed against the Administrator in respect of Eurocurrency liabilities, as defined in Regulation D of the Board of Governors of the Federal Reserve System as in effect from time to time (expressed as a decimal), applicable to such Interest Period plus (iii) the Applicable Margin.

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Liquidity Agreement: That certain Liquidity Asset Purchase Agreement dated as of the date hereof by and among TPF, the Administrator, SunTrust Bank, as liquidity agent, and the banks from time to time party thereto, as the same may be amended, restated and/or otherwise modified from time to time in accordance with the terms thereof.

Liquidity Bank: Each bank from time to time party to the Liquidity Agreement (other than the Administrator acting in its capacity as the Administrator thereunder).

Liquidity Commitment: As to each Liquidity Bank, its commitment under the Liquidity Agreement. The Liquidity Commitments, in the aggregate, shall equal 102% of the greater of (i) the Purchase Limit hereunder, and (ii) the Aggregate Invested Amount.

Liquidity Funding: A purchase by any Liquidity Bank pursuant to its Liquidity Commitment of all or any portion of, or any undivided interest in, a Receivable Interest, or any advance under the Voluntary Advance Agreement that is used to fund or maintain all or any portion of a Receivable Interest.

Liquidity Termination Date: The earlier to occur of (a) the “Liquidity Termination Date” set forth in the Liquidity Agreement, as amended from time to time which date is June 26, 2006 as of the date of this Agreement, and (b) the occurrence of an Event of Bankruptcy with respect to TPF.

Lock-Box: Each locked postal box with respect to which a bank who has executed a Collection Account Agreement has been granted exclusive access for the purpose of retrieving and processing payments made on the Receivables and which is listed on Exhibit IV.

Loss Reserve: For any Calculation Period, the product (expressed as a percentage) of (i) the Stress Factor, times (ii) the highest three-month rolling average Default Ratio during the 12 Calculation Periods ending on the immediately preceding Cut-Off Date, times (iii) the Default Horizon Ratio as of the immediately preceding Cut-Off Date.

Material Adverse Effect: A material adverse effect on (i) the financial condition or operations of Arch and its Subsidiaries taken as a whole, (ii) the ability of any Seller Party to perform its obligations under this Agreement, (iii) the legality, validity or enforceability of this Agreement or any other Transaction Document, (iv) the Administrator’s security interest, for the benefit of the Secured Parties, in the Receivables generally or in any significant portion of the Receivables, the Related Security or the Collections with respect thereto, or (v) the collectibility of the Receivables generally or of any material portion of the Receivables.

Material Indebtedness: As defined in Section 9.1(f)

Monthly Report: A report, in substantially the form of Exhibit VIII hereto (appropriately completed), furnished by the Servicer to the Administrator pursuant to Section 8.5.

Monthly Reporting Date: The 15th day of each month after the date of this Agreement (or if any such day is not a Business Day, the next succeeding Business Day thereafter) or such other days of any month as Administrator may request in connection with Section 8.5 hereof.

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Moody’s: Moody’s Investors Service, Inc.

Net Pool Balance: At any time, the aggregate Outstanding Balance of all Eligible Receivables at such time reduced by (i) the Excess Concentration Amount and (ii) the Foreign Currency Reserve.

Obligor: A Person obligated to make payments pursuant to a Contract.

Originator(s): Arch Chemicals, Inc., a Virginia corporation, Arch Chemicals Specialty Products, Inc., a Delaware corporation, Arch Treatment Technologies, Inc., a Virginia corporation, Arch Wood Protection, Inc., a Delaware corporation, and Arch Personal Care Products, L.P., a New Jersey limited partnership.

Other Costs: As defined in Section 10.3.

Other Customers: As defined in Section 10.4.

Outstanding Balance: Of any Receivable at any time means the then outstanding principal balance thereof.

Participant: As defined in Section 12.2.

PBGC: The Pension Benefit Guaranty Corporation, or any successor thereto.

Pension Plan: A pension plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA which Arch sponsors or maintains, or to which it makes, is making, or is obligated to make contributions, or in the case of a multiple employer plan (as described in Section 4064(a) of ERISA) has made contributions at any time during the immediately preceding five plan years.

Permitted Government Receivable: A general obligation of a state or municipal government or any agency, branch, division, district, or other political subdivision thereof, or a general obligation of the United States government or any agency, branch, division, department, or other political subdivision thereof to the extent and that such obligation has complied with the Assignment of Claims Act

Person: An individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

Plan: An employee benefit plan (as defined in Section 3(3) of ERISA) which Arch or any of its ERISA Affiliates sponsors or maintains or to which Arch or any of its ERISA Affiliates makes, is making, or is obligated to make contributions and includes any Pension Plan, other than a Plan maintained outside the United States primarily for the benefit of Persons who are not U.S. residents.

Pooled Commercial Paper: Commercial Paper notes of TPF subject to any particular pooling arrangement by TPF, but excluding Commercial Paper issued by TPF for a tenor and in an amount specifically requested by any Person in connection with any agreement effected by TPF.

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Prime Rate: A rate per annum equal to the prime rate of interest announced from time to time by SunTrust Bank (which is not necessarily the lowest rate charged to any customer), changing when and as said prime rate changes.

Program Documents: The Liquidity Agreement, the TPF Credit Agreement, the Voluntary Advance Agreement, the documents under which Administrator performs its obligations with respect to TPF’s commercial paper program and the other documents to be executed and delivered in connection therewith, as amended, supplemented, restated or otherwise modified from time to time.

Proposed Reduction Date: As defined in Section 1.3(a).

Purchase: An Incremental Purchase or a Reinvestment.

Purchase Date: Each Business Day on which a Purchase is made hereunder.

Purchase Limit: $80,000,000 in February through and including August, and $40,000,000 in September through and including January.

Purchase Notice: As defined in Section 1.2.

Purchase Price: With respect to any Incremental Purchase of a Receivable Interest, the amount paid to the Seller for such Receivable Interest which shall not exceed the least of (i) the amount requested by the Seller in the applicable Purchase Notice, (ii) the unused portion of the Purchase Limit on the applicable purchase date and (iii) the excess, if any, of the Net Pool Balance (less the Required Reserve) on the applicable purchase date over the aggregate outstanding amount of Aggregate Invested Amount determined as of the date of the most recent Monthly Report or Collateral Certificate.

Purchased Assets: All of the Seller’s right, title and interest, whether now owned and existing or hereafter arising in and to all of the Receivables, the Related Security, the Collections and all proceeds of the foregoing.

Rating Agency Condition: That TPF has received written notice from S&P and Moody’s that an amendment, a change or a waiver will not result in a withdrawal or downgrade of the then current ratings on TPF’s Commercial Paper.

Receivable: All indebtedness and other obligations owed to the Seller or any Originator (at the time it arises, and before giving effect to any transfer or conveyance under the Receivables Sale Agreement) or in which the Seller or any Originator has a security interest or other interest, including, without limitation, any indebtedness, obligation or interest constituting an account, chattel paper, instrument or general intangible, arising in connection with the sale of goods or the rendering of services by any Originator and further includes, without limitation, the obligation to pay any Finance Charges with respect thereto. Indebtedness and other rights and obligations arising from any one transaction, including, without limitation, indebtedness and other rights and obligations represented by an individual invoice, shall constitute a Receivable separate from a Receivable consisting of the indebtedness and other rights and obligations arising from any other transaction; provided further, that any indebtedness, rights or obligations referred to in the immediately preceding sentence shall be a Receivable regardless of whether the account debtor or the Seller treats such indebtedness, rights or obligations as a separate payment obligation; it being understood that any Receivable for which the Seller has received a Purchase Price Credit pursuant to Section 1.4(b) of the Sale Agreement in an amount equal to the full amount of the Outstanding Balance thereof shall not constitute Receivables hereunder.

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Receivable Interest: At any time, an undivided percentage ownership interest (computed as set forth below) associated with a designated amount of Invested Amount, selected pursuant to the terms and conditions hereof in (i) each Receivable arising prior to the time of the most recent computation or recomputation of such undivided interest, (ii) all Related Security with respect to each such Receivable, and (iii) all Collections with respect to, and other proceeds of, each such Receivable. Each such undivided percentage interest shall equal:

IA + RR

NPB

where:

IA= the Invested Amount of such Receivable Interest.

NPB= the Net Pool Balance.

RR= the Required Reserve.

Such undivided percentage ownership interest shall be initially computed on its date of purchase. Thereafter, until the Facility Termination Date, each Receivable Interest shall be automatically recomputed (or deemed to be recomputed) on each day prior to the Facility Termination Date. The variable percentage represented by any Receivable Interest as computed (or deemed recomputed) as of the close of the business day immediately preceding the Facility Termination Date shall remain constant at all times thereafter.

Receivables Sale Agreement: That certain Receivables Sale Agreement, dated as of June 27, 2005, among the Originators and the Seller, as the same may be amended, restated or otherwise modified from time to time.

Records: With respect to any Receivable, all Contracts and other documents, books, records and other information (including, without limitation, computer programs, tapes, disks, punch cards, data processing software and related property and rights) relating to such Receivable, any Related Security therefor and the related Obligor.

Recourse Obligations: As defined in Section 2.1.

Reduction Notice: As defined in Section 1.3.

Regulatory Change: As defined in Section 10.2.

Reinvestment: As defined in Section 2.2(a).

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Related Security: All of the Seller’s right, title and interest in, to and under and with respect to any Receivable:

(i)all of the Seller’s interest in the inventory and goods (including returned or repossessed inventory or goods), if any, the sale of which by an Originator gave rise to such Receivable, and all insurance contracts with respect thereto,

(ii)all other security interests or liens and property subject thereto from time to time, if any, purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all financing statements and security agreements describing any collateral securing such Receivable,

(iii)all guaranties, letters of credit, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable whether pursuant to the Contract related to such Receivable or otherwise,

(iv)all service contracts and other contracts and agreements associated with such Receivable,

(v)all Records related to such Receivable,

(vi)all of the Seller’s right, title and interest in, to and under the Receivables Sale Agreement in respect of such Receivable,

(vii)all proceeds of any of the foregoing;

provided, however, that “Related Security” shall not include any Restricted Contract to the extent the assignment or transfer of, or the creation, attachment, perfection or enforcement of a security interest in, such Restricted Contract is not authorized by Section 9-406(d) of the UCC as in effect in each relevant jurisdiction.

Required Liquidity Banks: At any time, Liquidity Banks with Liquidity Commitments in excess of 50% of the aggregate amount of all Liquidity Commitments.

Required Notice Period: The number of days required notice set forth below applicable to the Aggregate Reduction indicated below:

Aggregate Reduction	Required Notice Period
less than 25% of the Purchase Limit	2 Business Days
greater than or equal to 25% of the Purchase Limit	2 Business Days

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Required Reserve: On any day during a Calculation Period, the product of (i) the greater of (A) the Required Reserve Factor Floor and (B) the sum of the Loss Reserve, the Yield Reserve, the Dilution Reserve and the Servicing Reserve, times (ii) the Net Pool Balance as of the Cut-Off Date immediately preceding such Calculation Period.

Required Reserve Factor Floor: For any Calculation Period, the sum (expressed as a percentage) of (i) 12% plus (ii) the product of the Adjusted Dilution Ratio and the Dilution Horizon Ratio, in each case, as of the immediately preceding Cut-Off Date.

Restricted Contracts: As defined in the Sale Agreement.

Restricted Junior Payment: (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of capital stock of the Seller now or hereafter outstanding, except a dividend payable solely in shares of that class of stock or in any junior class of stock of the Seller, (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of capital stock of the Seller now or hereafter outstanding, (iii) any payment or prepayment of principal of, premium, if any, or interest, fees or other charges on or with respect to, and any redemption, purchase, retirement, defeasance, sinking fund or similar payment and any claim for rescission with respect to the Subordinated Loans (as defined in the Receivables Sale Agreement), (iv) any payment made to redeem, purchase, repurchase or retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of capital stock of the Seller now or hereafter outstanding, and (v) any payment of management fees by the Seller (except for reasonable management fees to any Originator or its Affiliates in reimbursement of actual management services performed).

Review: As defined in Section 7.1(d)(ii).

S&P: Standard and Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc.

Secured Parties: The Indemnified Parties.

Seller: As defined in the preamble to this Agreement.

Seller Parties: As defined in the preamble to this Agreement.

Servicer: At any time the Person (which may be the Administrator) then authorized pursuant to Article VIII to service, administer and collect Receivables.

Servicing Fee: For each day in a Calculation Period:

(i)an amount equal to (A) the Servicing Fee Rate (or, at any time while Arch or one of its Affiliates is the Servicer, such lesser percentage as may be agreed between the Seller and the Servicer on an arms’ length basis based on then prevailing market terms for similar services), times (B) the aggregate Outstanding Balance of all Receivables at the close of business on the Cut-Off Date immediately preceding such Calculation Period, times (C) 1/360; or

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(ii)on and after the Servicer’s reasonable request made at any time when Arch or one of its Affiliates is no longer acting as Servicer hereunder, an alternative amount specified by the successor Servicer not exceeding (A) 110% of such Servicer’s reasonable costs and expenses of performing its obligations under this Agreement during the preceding Calculation Period, divided by (B) the number of days in the current Calculation Period.

Servicing Fee Rate: 1.0% per annum.

Servicing Reserve: For any Calculation Period, the product (expressed as a percentage) of (a) the highest Days Sales Outstanding Ratio during the most recent twelve-month period, (b) the Stress Factor, (c) 2.40%, and (d) 1/360.

Settlement Date: (i) The 2^nd Business Day after each Monthly Reporting Date, and (ii) the last day of the relevant Interest Period in respect of each Receivable Interest funded through a Liquidity Funding.

Settlement Period: (i) In respect of each Receivable Interest funded through the issuance of Commercial Paper, the immediately preceding Calculation Period, and (ii) in respect of each Receivable Interest funded through a Liquidity Funding, the entire Interest Period of such Liquidity Funding.

Special Obligor. Wal-Mart Stores Inc. and its Affiliates so long as (a) not more than 10% of the aggregate Outstanding Balance of all Receivables owing from them remain unpaid for more than 60 days from the original due date therefor, and (b) Wal-Mart Stores Inc. maintains short term unsecured debt ratings of at least both “A-1” from S&P and“P-1” from Moody’s.

Stress Factor: 2.0.

Subsidiary: Of a Person means (i) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, or (ii) any partnership, association, limited liability company, joint venture or similar business organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled.

Tax Code: The Internal Revenue Code of 1986, as the same may be amended from time to time.

Terminating Tranche: As defined in Section 4.3(b).

TPF: As defined in the preamble to this Agreement.

TPF Credit Agreement: Any program-wide agreement entered into by any Credit Bank providing for the issuance of one or more letters of credit for the account of TPF, the issuance of one or more surety bonds for which TPF is obligated to reimburse the applicable Credit Bank for any drawings hereunder, the sale by TPF to any Credit Bank of receivables or other financial assets owned or held by TPF (or portions thereof) and/or the making of loans and/or other extensions of credit to TPF in connection with its commercial paper program, together with any cash collateral agreement, letter of credit, surety bond or other agreement or instrument executed and delivered in connection therewith (but excluding the Liquidity Agreement, or similar agreement, or any voluntary advance agreement).

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TPF’s Portion: On any date of determination, the sum of the percentages represented by the Receivable Interests.

Transaction Documents: Collectively, this Agreement, each Purchase Notice, the Receivables Sale Agreement, each Collection Account Agreement, the Fee Letter, the Subordinated Note (as defined in the Receivables Sale Agreement) and all other instruments, documents and agreements executed and delivered in connection herewith (except the Program Documents).

UCC: The Uniform Commercial Code as from time to time in effect in the specified jurisdiction.

Unmatured Amortization Event: An event which, with the passage of time or the giving of notice, or both, would constitute an Amortization Event.

Voluntary Advance Agreement: The Voluntary Advance Agreement, dated as of March 11, 1999, among TPF, Administrator and SunTrust Bank, as it may be amended, supplemented, restated or otherwise modified from time to time.

Voluntary Termination: The occurrence of an Amortization Event resulting from the occurrence of the “Termination Date” pursuant to subclause (iv) of the definition of “Termination Date” in the Receivables Sale Agreement.

Weighted Average Credit Percentage: On any date of determination, the greater of (a) 0% and (b) the percentage determined pursuant to the following formula:

100% x	WACT -30
	30

where:

WACT = the Weighted Average Credit Terms as of the most recent Cut-Off Date.

Weighted Average Credit Terms: For any Cut-Off Date, the weighted average of payment terms granted in invoices for Receivables outstanding as of such date, exclusive of invoices with payment terms of greater than 120 days (which are ineligible).

Yield: For each Interest Period relating to a Receivable Interest funded through a Liquidity Funding, an amount equal to the product of the applicable Yield Rate for such Receivable Interest multiplied by the Invested Amount of such Receivable Interest for each day elapsed during such Interest Period, annualized on a 360 day basis.

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Yield Rate: With respect to each Receivable Interest funded through a Liquidity Funding, the LIBO Rate, the Alternate Base Rate or the Default Rate, as applicable.

Yield Reserve: For any Calculation Period, the product (expressed as a percentage) of (i) the Stress Factor times(ii) the Alternate Base Rate as of the immediately preceding Cut-Off Date times(iii) a fraction the numerator of which is the highest Days Sales Outstanding for the most recent 12 Calculation Periods and the denominator of which is 360.

All accounting terms not specifically defined herein shall be construed in accordance with GAAP. Unless otherwise specified, all terms used in Article 9 of the UCC in the State of New York, and not specifically defined herein, are used herein as defined in such Article 9.

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EXHIBIT II

FORM OF PURCHASE NOTICE

Arch Chemicals Receivables Corp.

PURCHASE NOTICE

dated ______________, 20__

for Purchase on ________________, 20__

SunTrust Capital Markets, Inc., as Administrator

_________________________________

_________________________________

Attention: ___________________, Fax No. ( ) __________

Ladies and Gentlemen:

Reference is made to the Receivables Purchase Agreement dated as of June 27, 2005 (as amended, supplemented or otherwise modified from time to time, the “Receivables Purchase Agreement”) among Arch Chemicals Receivables Corp. (the “Seller”), Arch Chemicals, Inc., as initial Servicer, TPF Asset Funding Corporation, and SunTrust Capital Markets, Inc., as Administrator. Capitalized terms defined in the Receivables Purchase Agreement are used herein with the same meanings.

1.The Seller hereby certifies, represents and warrants to the Administrator and TPF that on and as of the Purchase Date (as hereinafter defined):

(a)all applicable conditions precedent set forth in Article VI of the Receivables Purchase Agreement have been satisfied;

(b)each of its representations and warranties contained in Section 5.1 of the Receivables Purchase Agreement will be true and correct, in all material respects, as if made on and as of the Purchase Date;

(c)no event has occurred and is continuing, or would result from the requested Purchase, that constitutes an Amortization Event or Unmatured Amortization Event; and

(d)the Facility Termination Date has not occurred.

2.The Seller hereby requests that TPF make a Purchase on ___________, 20__ (the “Purchase Date”) as follows:

(a)Purchase Price: $_____________

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(b)If the Purchase is funded with a Liquidity Funding, the Seller requests that the Invested Amount (which will initially accrue Yield at the Alternate Base Rate) begin to accrued Yield at a LIBO Rate for a Interest Period of _____ months on the third Business Day after the Purchase Date).

3.Please disburse the proceeds of the Purchase as follows:

[Apply $________ to payment of Aggregate Unpaids due on the Purchase Date]. [Wire transfer $________ to account no. ________ at ___________ Bank, in [city, state], ABA No. __________, Reference: ________].

IN WITNESS WHEREOF, the Seller has caused this Purchase Request to be executed and delivered as of this ____ day of ___________, _____.

____________., as the Seller

By:

Name:

Title:

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EXHIBIT III

JURISDICTION OF ORGANIZATION OF THE SELLER PARTIES;

PLACES OF BUSINESS OF THE SELLER PARTIES; LOCATIONS OF RECORDS;

FEDERAL EMPLOYER IDENTIFICATION NUMBER(S)

ARCH CHEMICALS, INC.

Jurisdiction of Organization: Virginia

Principal places of business:

501 Merritt 7

P.O. Box 5204

Norwalk, CT 06856-5204

(CHIEF EXECUTIVE OFFICE)

P.O. Box 547

2450 Olin Road

Brandenburg, KY 40108-0547

1200 Lower River Road

Charleston, TN 37310

350 Knotter Drive

Cheshire, CT 06410

960 I-10 at West Lake

Lake Charles, LA 70602

P.O. Box 28

1 Industrial Road

McIntosh, AL 36553-0028

100 McKee Road

P.O. Box 205

Rochester, NY 14601-0205

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Location(s) of Records:

501 Merritt 7

P.O. Box 5204

Norwalk, CT 06856-5204

P.O. Box 547

2450 Olin Road

Brandenburg, KY 40108-0547

1200 Lower River Road

Charleston, TN 37310

350 Knotter Drive

Cheshire, CT 06410

960 I-10 at West Lake

Lake Charles, LA 70602

P.O. Box 28

1 Industrial Road

McIntosh, AL 36553-0028

100 McKee Road

P.O. Box 205

Rochester, NY 14601-0205

Federal employer identification number:

XX-XXXXX

Legal, Trade & Assumed Names:

JPL Corporation (former name from Aug. 25, 1998 through Nov. 5, 1998)

ARCH CHEMICALS RECEIVABLES CORP.

Jurisdiction of Organization:Delaware

Organization Number (if any): 3493573

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Place(s) of Business:   501 Merritt 7

Norwalk, CT 06851 USA

Location(s) of

Records:                        501 Merritt 7

Norwalk, CT 06851 USA

Federal Employer Identification Number: XX-XXXXX

Legal, Trade and Assumed Names: None

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EXHIBIT IV

NAMES OF COLLECTION BANKS; LOCK-BOXES AND COLLECTION ACCOUNTS

·    PNC Bank, National Association Treasury Management Two Tower Center, 17th Floor East Brunswick, NJ 08816
Lock Box: P.O. Box 640060 Pittsburgh, PA 15264-0060	Collection Account Number: XXXXXX
·    The Northern Trust Company 50 South LaSalle Street Chicago, Illinois 60675
Lock Box: P.O. Box 92892 Chicago, IL 60675-2892 Lock Box: P.O. Box 91410 Chicago, IL 60675	Collection Account Number: XXXXXX Collection Account Number: XXXXXX
·    JP Morgan Chase Bank One Chase Manhattan Plaza New York, NY 10081
Lock Box: P.O. Box 910724 Dallas, TX 75391-0724	Collection Account Number: XXX-XXX-XXX
·    The Toronto-Dominion Bank Transit 1104 77 Bloor St W Toronto, Ontario M5S1M2
Lock Box: P.O. Box 6100 Postal Station F Toronto, ON  M4Y2Z2 Lockbox: T6260	Collection Account Number: XXXXXXXXX (Canadian Dollars)

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·    Wachovia Bank 191 Peachtree Street Atlanta, GA 30303
Lock Box: P.O. Box 101308 Atlanta, GA 30392-1308 P.O. Box 945582 Atlanta, GA 30394-5582 P.O. Box 930597 Atlanta, GA 31193 P.O. Box 932727 Atlanta, GA 31193 P.O. Box 75335 Charlotte, NC 28275-0335 P.O. Box 751822 Charlotte, NC 28275-1822	Collection Account Number: XXXXXXXXX XXXXXXXXX XXXXXXXXX XXXXXXXXX XXXXXXXXX XXXXXXXXX

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EXHIBIT V

FORM OF COMPLIANCE CERTIFICATE

To: SunTrust Capital Markets, Inc., as Administrator

This Compliance Certificate is furnished pursuant to Section 7.1(a)(iii) of that certain Receivables Purchase Agreement dated as of June 27, 2005 among Arch Chemicals Receivables Corp. (the “Seller”), Arch Chemicals, Inc. (the “Servicer”), TPF Asset Funding Corporation and SunTrust Capital Markets, Inc., as Administrator (the “Agreement”).

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1.I am the duly elected _________________ of the Seller.

2.I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and financial conditions of the Seller and its Subsidiaries during the accounting period covered by the attached financial statements.

3.The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes an Amortization Event or Unmatured Amortization Event, as each such term is defined under the Agreement, during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate[, except as set forth in paragraph 4 below].

[4.Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the Seller has taken, is taking, or proposes to take with respect to each such condition or event: ____________________]

The foregoing certifications, and the financial statements delivered with this Certificate in support hereof, are made and delivered as of ______________, 20__.

By:

Name:

Title:

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EXHIBIT VI

[INTENTIONALLY DELETED]

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EXHIBIT VII

CREDIT AND COLLECTION POLICY

See Exhibit V to Receivables Sale Agreement

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EXHIBIT VIII

FORM OF MONTHLY REPORT

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EXHIBIT IX

FORM OF COLLATERAL CERTIFICATE

[Attached]

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SCHEDULE A

DOCUMENTS TO BE DELIVERED TO THE AGENT

ON OR PRIOR TO THE INITIAL PURCHASE

1.Executed copies of the Receivables Sale Agreement, duly executed by the parties thereto.

2.Copy of the Credit and Collection Policy to attach to the Receivables Sale Agreement as an Exhibit.

3.Subordinated Notes in favor of each of the Originators.

4.Executed copies of the Receivables Purchase Agreement, duly executed by the parties thereto.

5.A certificate of the Secretary of each Originator and Seller certifying:

(a) a copy of the resolutions of the Board of Directors of such Person certified by its Secretary authorizing such Person’s execution, delivery and performance of this Agreement and the other documents to be delivered by it hereunder;

(b) the names and signatures of the officers authorized on its behalf to execute this Agreement and any other documents to be delivered by it hereunder;

(c) a copy of such Person’s By-Laws;

(d) such Person’s articles or certificate of incorporation certified by the secretary of state of its jurisdiction of incorporation on or within thirty (30) days prior to the initial Purchase; and

(e) a good standing certificate for such Person issued by the secretary of state of its state of incorporation.

5.Pre-filing state and federal tax lien, judgment lien and UCC lien searches against each Originator and Seller from its jurisdiction of organization and from the jurisdiction where its chief executive office is located.

6.UCC financing statements in form suitable for filing under the UCC naming each of the Originators and Seller, as a debtor, and Administrator, as secured party or total assignee.

7.UCC termination statements, if any, necessary to release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by the Seller or any Originator, together with authorization to file the same.

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8.Executed copies of Collection Account Agreements for each Lock-Box and Collection Account:

(a)Northern Trust

(b)JPMorgan Chase

(c)PNC Bank

(d)The Toronto-Dominion Bank

(e)Wachovia

9.Opinions of legal counsel for the Seller Parties reasonably acceptable to the Administrator:

(a)In-house counsel [non-contravention]

(b)Richards, Layton & Finger [Delaware]

(c)Hunton & Williams [Virginia]

(d)McCarter & English [New Jersey]

(e)Cravath Swaine & Moore

(i) New York law matters

(ii) True Sale/Non-consolidation

10.Certificates of the chief financial officer or treasurer of each of the Originators as to the absence of Termination Event or Unmatured Termination Event under the Receivables Sale Agreement, a certificates of the chief financial officer or treasurer of Seller as to the absence of or Amortization Event or Unmatured Amortization Event under the Receivables Purchase Agreement

11.The Fee Letter, duly executed by each of the parties thereto.

12.A Monthly Report as at May 31, 2005, duly executed by Servicer.

13.Purchase Notice, duly executed by Seller.

14.The Liquidity Agreement, duly executed by each of the parties thereto.

15. Standard & Poor’s form certificate executed by the Administrator.

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