Amendment to Section 12. 19. Section 12.19 is hereby amended and restated in its entirety to read as follows:
Amendment to Section 12. 2. Section 12.2 of the Credit ------------------------- Agreement is hereby amended and restated to read in its entirety as follows:
Amendment to Section 12. Section 1.2 of the Agreement is hereby amended to read as follows:
Amendment to Section 12. Section 12 of the Original Agreement is hereby amended as follows:
(a) Section 12(a) of the Original Agreement is hereby amended and restated to read in its entirety as follows: “Subject to the provisions of the last paragraph of Section 22(e), Standby Purchaser on one hand may terminate at any time prior to the Closing Date its rights and obligations hereunder and Additional Purchaser on the other hand may terminate at any time prior to the Closing Date its rights and obligations hereunder by written notice to the Company if there is a Material Adverse Effect or a Market Adverse Effect, in either case that is not cured within twenty-one (21) days after the occurrence thereof (the “Cure Period”), provided that the right to such termination after the occurrence of each Material Adverse Effect or a Market Adverse Effect, which has not been cured within the Cure Period, shall expire seven (7) days after the expiration of such Cure Period.”
(b) Section 12(b) of the Original Agreement is hereby amended and restated to read in its entirety as follows:
(b) Subject to the provisions of the last paragraph of Section 22(e):
(i) if there is a material breach of this Agreement by Standby Purchaser or Additional Purchaser that is not cured within fifteen (15) days after receipt of written notice by such breaching party, the Company may terminate this Agreement with respect to such breaching party by written notice to the other parties hereto;
(ii) if there is a material breach of this Agreement by the Company that is not cured within fifteen (15) days after receipt of written notice by the Company, either Standby Purchaser or Additional Purchaser may terminate its rights and obligations hereunder by written notice to the other parties hereto; or
(iii) the Company may terminate this Agreement on one hand or either Standby Purchaser or Additional Purchaser may terminate its rights and obligations hereunder on the other hand if the Closing has not occurred on or prior to November 15, 2007, for any reason whatsoever, other than a material breach hereunder by such terminating party or failure of the closing condition specified in Section 9(a)(iv).”
Amendment to Section 12. Section 1.2 of the Credit Agreement is hereby amended and restated in its entirety as follows:
Amendment to Section 12. 11. Section 12.11 is hereby amended by deleting such Section in its entirety and replacing it with the following:
Amendment to Section 12. 1. Section 12.1 of the Agreement is hereby amended as follows:
a. The definition of “Competing Transaction” is hereby amended and restated in its entirety to read as follows:
Amendment to Section 12. The last sentence of Section 12 shall be deemed to have been deleted and the following sentence shall be deemed to have been inserted in its place: “Except as expressly provided in this Agreement and subject to Section 18(b), payments made pursuant to this Agreement shall not be affected by any set-off, counterclaim, recoupment, defense or other claim which Olin and its subsidiaries and affiliates may have against Executive.”
Amendment to Section 12. 04. --------------------------- The first sentence of Section 12.04 is hereby amended and restated in its entirety to read as follows: Upon the termination of the Sellers' obligations and responsibilities with respect to the Trust pursuant to Section 12.01 and the surrender, if applicable, of any certificated Seller Certificate, the Trustee shall sell, assign, and convey to the Holder of the Seller Certificate (without recourse, representation or warranty except for the warranty that since the date of transfer by the Seller under this Agreement the Trustee has not sold, transferred or encumbered any such Receivables or interest therein) all right, title and interest of the Trust in the Receivables, whether then existing or thereafter created, and all proceeds thereof and Insurance Proceeds relating thereto except, if applicable, for amounts held by the Trustee pursuant to subsection 12.03(b).
Amendment to Section 12. 5 of the Original Indenture. ---------------------------------------------------
