INCREMENTAL TERM LOAN AMENDMENT

This INCREMENTAL TERM LOAN AMENDMENT, dated as of November 3, 2015 (this “Agreement”), among Olin Corporation (the “Borrower”), Blue Cube Spinco Inc. (the “Guarantor”), the Administrative Agent (as defined below), the Incremental Lenders (as defined below) and the other Lenders (as defined below) party hereto.

W I T N E S S E T H:

WHEREAS, the Borrower and the Guarantor are party to that certain Credit Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), dated as of August 25, 2015, among the Borrower, the Guarantor, the lenders party thereto (the “Lenders”), Sumitomo Mitsui Banking Corporation, as administrative agent (in such capacity, the “Administrative Agent”), and the other agents party thereto;

WHEREAS, the Borrower has requested (i) to obtain additional extensions of credit under the Credit Agreement in the form of additional term loans in an aggregate principal amount of $200,000,000 (the “Incremental Loans”) and (ii) that the Majority Lenders agree (the “Requested Consent”) to the incurrence of the Incremental Loans under the Credit Agreement and certain other amendments to be made to the Credit Agreement;

WHEREAS, each financial institution identified on the signature pages hereto as an “Incremental Lender” (each, an “Incremental Lender”) has agreed, severally, on the terms and conditions set forth herein, to provide a portion of the Incremental Loans and to become a Lender for all purposes of the Credit Agreement; and

WHEREAS, the Majority Lenders, on the terms and conditions set forth herein, are willing to provide the Requested Consent and agree to the amendments to the Credit Agreement set forth herein;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

 

I. DEFINED TERMS

Terms defined in the Credit Agreement and not defined herein are used herein as defined therein.

 

II. INCREMENTAL LOANS

 

 

 

 

III. AMENDMENT

The Majority Lenders under the Credit Agreement and the Borrower hereby agree:

 

 

 

 

(a) to amend Section 1.01 of the Credit Agreement by inserting the following new sentence at the end of the definition of “Majority Facility Lenders:

“Notwithstanding the foregoing, at any time that there is more than one Lender, the Majority Facility Lenders must be comprised of at least two Lenders.”

(b) to amend Section 1.01 of the Credit Agreement by inserting the following new sentence at the end of the definition of “Majority Lenders:

“Notwithstanding the foregoing, at any time that there is more than one Lender, the Majority Lenders must be comprised of at least two Lenders.”

(c) to amend Article II of the Credit Agreement by deleting the text “[Reserved].” in Section 2.16 thereof and inserting the following new Section 2.16:

IV. EFFECT ON THE LOAN DOCUMENTS

 

              The Incremental Loans shall be subject to the provisions of the Credit Agreement and the other Loan Documents that apply to “Initial Term Loans” and “Term Loans” thereunder. All of the terms and provisions of the Credit Agreement and the other Loan Documents that are not otherwise amended pursuant to this Agreement are and shall remain in full force and effect.  This Agreement shall constitute a Loan Document for all purposes of the Credit Agreement and the other Loan Documents.  The provisions of this Agreement are deemed incorporated into the Credit Agreement as if fully set forth therein.  To the extent required by the Credit Agreement, the Borrower and the Administrative Agent hereby consent to each Incremental Lender that is not a Lender as of the date hereof becoming a Term Loan Lender and a Lender under the Credit Agreement on the Incremental Amendment Effective Date.

 

V. CONDITIONS

              This Agreement shall become effective on the date of satisfaction of the following conditions precedent (such date, the “Incremental Amendment Effective Date”):

 

 

 

 

 

 

 

VI. REAFFIRMATION

By signing this Agreement, each Loan Party hereby confirms that (a) its obligations and liabilities under the Credit Agreement as modified hereby (including with respect to the Incremental Loans contemplated by this Agreement) and the other Loan Documents to which it is a party remain in full force and effect on a continuous basis after giving effect to this Agreement, (b) the Lenders remain entitled to the benefits of the Guaranty, (c) notwithstanding the effectiveness of the terms hereof, the Loan Documents are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects and (d) each Incremental Lender shall be a “Lender” and a “Term Loan Lender” for all purposes of the Credit Agreement and the other Loan Documents.

VII. EXPENSES

The Borrower agrees to pay and reimburse the Administrative Agent for all its reasonable costs and out-of-pocket expenses incurred in connection with the preparation and delivery of this Agreement, including, without limitation, the reasonable and invoiced fees, charges and disbursements of counsel to the Administrative Agent.

VIII. MISCELLANEOUS

 

[Signature Pages Follow.]

 

 

 

 

	BORROWER:
	OLIN CORPORATION
	By:	/s/ Stephen C. Curley
		Name:  Stephen C. Curley
		Title:    Vice President and Treasurer

 

 

 

	GUARANTOR:
	BLUE CUBE SPINCO INC.
	By:	/s/ Stephen C. Curley
		Name:  Stephen C. Curley
		Title:    Vice President and Treasurer

 

 

 

 

 

 

 

	SUMITOMO MITSUI BANKING CORPORATION, as Administrative Agent and as a Lender
	By:	/s/ James D. Weinstein
		Name:  James D. Weinstein
		Title:    Managing Director

 

 

 

    

 

	THE BANK OF NOVA SCOTIA, as an Incremental Lender
	By:	/s/ Paula J. Czach
		Name:  Paula J. Czach
		Title:    Managing Director
		Domestic Lending Office:
		720 King Street West
		Toronto Ontario, Canada M5V 2T3
		Eurodollar Lending Office:
		720 King Street West
		Toronto Ontario, Canada M5V 2T3

 

 

 

 

 

	TD BANK, N.A., as an Incremental Lender
	By:	/s/ Steve Levi
		Name:  Steve Levi
		Title:    Senior Vice President
		Domestic Lending Office:
		Attn: Gary Martz
		2005 Market Street, 2nd Floor
		Philadelphia, PA 19103
		Eurodollar Lending Office:
		Attn: Gary Martz
		2005 Market Street, 2nd Floor
		Philadelphia, PA 19103

 

 

 

 

 

Schedule I