EXHIBIT 2 DISTRIBUTION AGREEMENTDistribution Agreement • January 20th, 1999 • Arch Chemicals Inc • Chemicals & allied products • Virginia
Re: Note Purchase Agreement dated as of March 20, 2002 and $149,000,000 Senior Notes, Series A, due March 20, 2007 $62,000,000 Senior Notes, Series B, due March 20, 2009Note Purchase Agreement • March 8th, 2004 • Arch Chemicals Inc • Chemicals & allied products • New York
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT DATED AS OF JUNE 20, 2003Revolving Credit Agreement • March 8th, 2004 • Arch Chemicals Inc • Chemicals & allied products • New York
EXHIBIT 4.1 RIGHTS AGREEMENT dated as of January 29, 1999, between ARCH CHEMICALS, INC., a Virginia corporation (the "Company"), and CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent (the "Rights Agent"). The Board of Directors of the Company...Rights Agreement • February 17th, 1999 • Arch Chemicals Inc • Chemicals & allied products • New York
Charleston SERVICES AGREEMENT ------------------ This Agreement is entered into as of the 8th day of February, 1999, by and between Arch Chemicals, Inc., a Virginia corporation (hereinafter "ARCH"), and Olin Corporation, a Virginia corporation...Services Agreement • March 19th, 1999 • Arch Chemicals Inc • Chemicals & allied products • Connecticut
Exhibit 4 AMENDMENT NO. 2, dated as of April 26, 2002, (this "Amendment"), between ARCH CHEMICALS, INC., a Virginia corporation (the "Company") and THE BANK OF NEW YORK, as Rights Agent ("BNY"), to Rights Agreement dated as of January 29, 1999,...Rights Agreement • May 10th, 2002 • Arch Chemicals Inc • Chemicals & allied products • New York
CREDIT AGREEMENTCredit Agreement • February 17th, 1999 • Arch Chemicals Inc • Chemicals & allied products • New York
iii) the three-month rolling average Dilution Ratio shall exceed 5.9% or such other amount as may be determined from time to time pursuant to Section 9.3." (b) A new Section 9.3 is hereby added as follows: "Section 9.3. Determination of Trigger...Receivables Purchase Agreement • March 1st, 2004 • Arch Chemicals Inc • Chemicals & allied products • New York
ARTICLE III Representations and WarrantiesRevolving Credit Agreement • August 11th, 2000 • Arch Chemicals Inc • Chemicals & allied products • New York
SUBLEASE --------Sublease • January 20th, 1999 • Arch Chemicals Inc • Chemicals & allied products • Connecticut
AMENDMENT TO THE 364-DAY CREDIT AGREEMENT DATED AS OF JANUARY 27, 1999 This Amendment to the $87,500,000 364-Day Credit Agreement dated as of January 27, 1999 ("Amendment") is entered into as of January 22, 2003. --------- RECITALS -------- This...364-Day Credit Agreement • March 7th, 2003 • Arch Chemicals Inc • Chemicals & allied products • New York
EXHIBIT 4.4 RIGHTS AGREEMENT dated as of [ ], 1999, between ARCH CHEMICALS, INC., a Virginia corporation (the "Company"), and CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent (the "Rights Agent").Rights Agreement • January 20th, 1999 • Arch Chemicals Inc • Chemicals & allied products • New York
RESTATED SALE AND PURCHASE AGREEMENTSale and Purchase Agreement • March 8th, 2004 • Arch Chemicals Inc • Chemicals & allied products • England
EXHIBIT 10.9 TAX SHARING AGREEMENT dated as of February 8, 1999, between OLIN CORPORATION, a Virginia corporation ("Olin"), and ARCH CHEMICALS, INC., a Virginia corporation ("Arch"). Olin and Arch are hereinafter referred to as the "Companies."...Tax Sharing Agreement • March 19th, 1999 • Arch Chemicals Inc • Chemicals & allied products • Connecticut
EXTENSION AGREEMENTExtension Agreement • March 7th, 2003 • Arch Chemicals Inc • Chemicals & allied products • New York
EXHIBIT 10.8 TRANSITION SERVICES AGREEMENT ----------------------------- THIS TRANSITION SERVICES AGREEMENT dated as of February 8, 1999, by and between ARCH CHEMICALS, INC., a Virginia corporation ("ARCH"), and OLIN CORPORATION, a Virginia...Transition Services Agreement • March 19th, 1999 • Arch Chemicals Inc • Chemicals & allied products • Connecticut
FIRST AMENDMENT TO RECEIVABLES SALE AGREEMENTReceivables Sale Agreement • March 14th, 2005 • Arch Chemicals Inc • Chemicals & allied products • New York
CONFORMED COPY ================================================================ ================ REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • August 12th, 2003 • Arch Chemicals Inc • Chemicals & allied products • New York
AMENDMENT TO THE FIVE YEAR CREDIT AGREEMENT DATED AS OF JANUARY 27, 1999Five Year Credit Agreement • March 7th, 2003 • Arch Chemicals Inc • Chemicals & allied products • New York
FORM OF AWARD DESCRIPTION AND AGREEMENT FOR PERFORMANCE SHARE AWARDS GRANTED UNDER THE ARCH CHEMICALS, INC. 1999 LONG TERM INCENTIVE PLAN GRANTED ________________Performance Share Award Agreement • March 14th, 2005 • Arch Chemicals Inc • Chemicals & allied products
EXHIBIT 10.1 AMENDMENT TO INFORMATION TECHNOLOGY SERVICES AGREEMENT THIS AMENDMENT ("AMENDMENT") TO INFORMATION TECHNOLOGY SERVICES AGREEMENT, dated as of February 15, 2000, by and between ARCH CHEMICALS, INC., a Virginia corporation ("ARCH"), and...Information Technology Services Agreement • August 11th, 2000 • Arch Chemicals Inc • Chemicals & allied products
WITNESSETH: -----------Covenant Not to Compete Agreement • March 19th, 1999 • Arch Chemicals Inc • Chemicals & allied products • Virginia
EXHIBIT 10.20 ENDORSEMENT SPLIT DOLLAR AGREEMENT Olin Corporation, a Virginia corporation, hereinafter referred to as the "Corporation", and ________________ hereinafter referred to as the "Executive", have applied to the Pacific Mutual Life Insurance...Endorsement Split Dollar Agreement • December 22nd, 1998 • Arch Chemicals Inc • Chemicals & allied products • Connecticut
FORM OF EMPLOYEE BENEFITSEmployee Benefits Allocation Agreement • March 19th, 1999 • Arch Chemicals Inc • Chemicals & allied products • Virginia
AGREEMENT AND PLAN OF MERGER Dated as of July 10, 2011 among LONZA GROUP LTD., LG ACQUISITION CORP. and ARCH CHEMICALS, INC.Merger Agreement • July 11th, 2011 • Arch Chemicals Inc • Chemicals & allied products • Virginia
This AGREEMENT AND PLAN OF MERGER, dated as of July 10, 2011 (this “Agreement”), is among LONZA GROUP LTD., a company organized under the laws of Switzerland (“Parent”), LG ACQUISITION CORP., a Virginia corporation and an indirect wholly owned Subsidiary of Parent (“Merger Sub”), and ARCH CHEMICALS, INC., a Virginia corporation (the “Company”). Certain terms used in this Agreement are used as defined in Section 9.11.
ARCH CHEMICALS, INC. 4.00% SERIES 2010-A SENIOR NOTES DUE DECEMBER 31, 2017 MASTER NOTE PURCHASE AGREEMENT DATED AS OF SEPTEMBER 9, 2010Master Note Purchase Agreement • September 9th, 2010 • Arch Chemicals Inc • Chemicals & allied products • New York
Arch Chemicals, Inc., a Virginia corporation (the “Company”), agrees with the Purchasers listed in the attached Schedule A (the “Purchasers”) to this Master Note Purchase Agreement (this “Agreement”) as follows:
REVOLVING CREDIT AGREEMENT DATED AS OF May 13, 2011 AMONG ARCH CHEMICALS, INC., THE LENDERS PARTY HERETO, BANK OF AMERICA, N.A., as Administrative Agent, RBS CITIZENS, N.A., WELLS FARGO BANK, N.A. and U.S. BANK NATIONAL ASSOCIATION as Co-Syndication...Revolving Credit Agreement • May 19th, 2011 • Arch Chemicals Inc • Chemicals & allied products • New York
CREDIT AGREEMENT dated as of May 13, 2011 among ARCH CHEMICALS, INC., a Virginia corporation (“Arch” or the “Borrower”), the LENDERS party hereto and BANK OF AMERICA, N.A., as Administrative Agent.
REVOLVING CREDIT AGREEMENT dated as of June 15, 2006 among ARCH CHEMICALS, INC., The Lenders Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, J.P. MORGAN SECURITIES INC., as Joint Lead Arranger and Joint Book Manager, BANC OF AMERICA...Revolving Credit Agreement • June 20th, 2006 • Arch Chemicals Inc • Chemicals & allied products • New York
CREDIT AGREEMENT dated as of June 15, 2006, among ARCH CHEMICALS, INC., a Virginia corporation ("Arch" or the "Borrower"), the LENDERS party hereto, J.P. MORGAN SECURITIES INC., as Joint Lead Arranger and Joint Book Manager, BANC OF AMERICA SECURITIES, L.L.C., as Joint Lead Arranger and Joint Book Manager, SUNTRUST BANK, as Documentation Agent, BANK OF AMERICA, NATIONAL ASSOCIATION and CITIZENS BANK OF MASSACHUSETTS, as Co-Syndication Agents, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
AWARD DESCRIPTION AND AGREEMENT FOR PERFORMANCE SHARE AWARDS GRANTED UNDER THE ARCH CHEMICALS, INC. 1999 LONG TERM INCENTIVE PLAN GRANTED JANUARY 28, 2009Performance Share Award Agreement • February 20th, 2009 • Arch Chemicals Inc • Chemicals & allied products
AWARD DESCRIPTION AND AGREEMENT FOR PERFORMANCE RETENTION SHARE AWARDS GRANTED UNDER THE ARCH CHEMICALS, INC. 1999 LONG TERM INCENTIVE PLAN GRANTED JANUARY 28, 2009Performance Retention Share Award Agreement • February 20th, 2009 • Arch Chemicals Inc • Chemicals & allied products
BETWEENStock and Asset Purchase Agreement • October 25th, 2004 • Arch Chemicals Inc • Chemicals & allied products • New York
FORM OF CHANGE IN CONTROL AGREEMENT (Tier II Agreement)Change in Control Agreement • January 5th, 2005 • Arch Chemicals Inc • Chemicals & allied products
EXHIBIT 10.11 TRADE NAME AND TRADEMARK LICENSE AGREEMENT ------------------------------------------ Agreement made as of __________, 1999, by and between OLIN CORPORATION, a Virginia corporation with offices at 501 Merritt 7, Norwalk, Connecticut...Trade Name and Trademark License Agreement • January 20th, 1999 • Arch Chemicals Inc • Chemicals & allied products • Connecticut
OMNIBUS AMENDMENT NO. 1 TO RECEIVABLES SALE AGREEMENT AND RECEIVABLES PURCHASE AGREEMENT (Arch Chemicals Receivables Corp.)Receivables Sale Agreement and Receivables Purchase Agreement • March 14th, 2005 • Arch Chemicals Inc • Chemicals & allied products • New York
EXHIBIT 10.2 CHLOR ALKALI SUPPLY AGREEMENT ----------------------------- THIS CHLOR ALKALI SUPPLY AGREEMENT ("AGREEMENT") BETWEEN OLIN CORPORATION ("OLIN"), A VIRGINIA CORPORATION, AND ARCH CHEMICALS, INC. ("ARCH"), A VIRGINIA CORPORATION, IS EXECUTED...Chlor Alkali Supply Agreement • March 19th, 1999 • Arch Chemicals Inc • Chemicals & allied products • New York
