Exhibit 10.1

EXECUTION VERSION

SECOND AMENDMENT AGREEMENT

SECOND AMENDMENT AGREEMENT dated as of March 9, 2017 (this “ Agreement ”), among Olin Corporation, a Virginia corporation (the “ Company ”), Olin Canada ULC, an unlimited company amalgamated under the laws of Nova Scotia (the “ Canadian Borrower ”), Blue Cube Spinco Inc., a Delaware corporation (the “ Spinco Borrower ” and collectively with the Company and the Canadian Borrower, the “ Borrowers ”), the Existing Lenders referred to below who have delivered signature pages hereto and each financial institution identified on the signature pages hereto as a “New Lender” (collectively, the “ New Lenders ”) and Wells Fargo Bank, National Association, as administrative agent under the Existing Credit Agreement referred to below (in such capacity, the “ Administrative Agent ”).

A.    Pursuant to that certain Amendment Agreement dated as of June 23, 2015 (the “ First Amendment Agreement ”) among the Borrowers, the lenders party thereto (the “ Existing Lenders ”) and the Administrative Agent, the parties to the Amendment Agreement agreed to the terms of the Amended and Restated Credit Agreement, dated as of October 5, 2015 (the “ Existing Credit Agreement ”), by and among the Borrowers, the Existing Lenders and the Administrative Agent, pursuant to which the Existing Lenders have extended, and have agreed to extend, credit to the Borrowers.

B.    The Borrowers have requested, and subject to the terms and conditions set forth herein, the Existing Lenders party hereto and the New Lenders (collectively, the “ Lenders ”) have agreed, to amend the Existing Credit Agreement as set forth herein.

C.    The Lenders have agreed to (a) assume the Revolving Commitments and the related Revolving Exposure and (b) fund certain term loans to the Spinco Borrower, in each case in the amounts set forth opposite such Lender’s name on Schedule I hereto.

D.    The Revolving Commitments, Letter of Credit Commitments and Initial Term Loans, as applicable, of each Existing Lender not party to this Agreement (each, a “ Departing Lender ” and collectively, the “ Departing Lenders ”) will be terminated and repaid.

E.    Accordingly, in consideration of the mutual agreements contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1.     Defined Terms . Capitalized terms used but not defined herein shall have the meanings given to them in the Existing Credit Agreement. The rules of interpretation set forth in Section  1.02 of the Existing Credit Agreement are hereby incorporated by reference herein, mutatis mutandis .

SECTION 2.     Amendments to Existing Credit Agreement . The parties hereto hereby agree that, effective as of the Second Amendment Effective Date (as defined below):

(a)    the Existing Credit Agreement is hereby amended in its entirety in the form attached as Exhibit A hereto. The Existing Credit Agreement as amended by this Agreement is hereinafter referred to as the “ Credit Agreement ”; and

(b)     Schedule I to the Existing Credit Agreement is hereby amended and restated in its entirety in the form of Schedule I attached hereto.

SECTION 3.     Existing Term Loan and Revolving Commitments .

(a)     Existing Term Loans . Each of the parties hereto agrees that, after giving effect to this Agreement, the Initial Term Loans outstanding immediately prior to the Second Amendment Effective Date (collectively, the “ Existing Term Loans ”) shall be, or deemed to be, repaid in full on the Second Amendment Effective Date, and concurrently with such prepayment, new term loans (collectively, the “ New Term Loans ”) will be funded to the Spinco Borrower, in Dollars, by each Lender party hereto, in the amount set forth opposite such Lender’s name on Schedule I attached hereto, in an aggregate principal amount equal to $1,375,000,000. Following the prepayment in full of the Existing Term Loans and the making of the New Term Loans, all references to “Initial Term Loans” appearing in the Credit Agreement and the other Loan Documents shall be deemed to refer to the New Term Loans. Each Lender party hereto agrees that no costs shall be payable to such Lender under Section 10.04(b) of the Existing Credit Agreement or the Credit Agreement as a result of such reallocation and repayments. For the avoidance of doubt, the New Term Loans shall be funded on the Second Amendment Effective Date.

(b)     Revolving Commitments . Each of the parties hereto agrees that, after giving effect to this Agreement, the Revolving Commitment of each Lender (as of the Second Amendment Effective Date) shall be as set forth on Schedule I attached hereto. The Company shall ensure that, on the Second Amendment Effective Date, there shall be no Revolving Advances or Bid Advances outstanding. Each of the parties hereto agrees that after giving effect to this Agreement, each Letter of Credit issued under the Existing Credit Agreement on or prior to the Second Amendment Effective Date shall be deemed to constitute a Letter of Credit issued under the Credit Agreement and the Revolving Lender that is an issuer of such Letter of Credit shall be deemed to be an Issuing Bank for such Letter of Credit; provided that any renewal or replacement of any such Letter of Credit shall be issued by an Issuing Bank pursuant to the terms of the Credit Agreement.

(c)     Departing Lenders . The Lenders party hereto, constituting the Majority Lenders, hereby consent to the repayment of the Loans and the termination of the Commitments, of the Departing Lenders under the Existing Credit Agreement. For the avoidance of doubt, it is understood and agreed that the Departing Lenders shall cease to be Lenders under the Credit Agreement as of the Second Amendment Effective Date after giving effect to the repayments and reallocations set forth in this Section  3 .

SECTION 4.     New Lender Joinder . By its execution of this Agreement, each New Lender hereby acknowledges, agrees and confirms that, on and after the Second Amendment Effective Date (a) it will be deemed to be a party to the Credit Agreement as a “Lender”, a “Revolving Lender” and a “Term Loan Lender”, as applicable, for all purposes of the Credit Agreement and the other Loan Documents, and shall have all of the obligations of, and shall be entitled to the benefits of, a Lender, a Revolving Lender and a Term Loan Lender, as applicable, under the Credit Agreement as if it had executed the Credit Agreement; (b) it will be bound by all of the terms, provisions and conditions contained in the Credit Agreement and the other Loan Documents; (c) it has received a copy of the Loan Documents, copies of the most recent financial statements delivered pursuant to Section 5.01(i) of the Existing Credit Agreement and such other documents and information as it deems appropriate, independently and without reliance upon the Administrative Agent, Wells Fargo Securities, LLC, J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “ Lead Arrangers ”), any other Lender or any of their respective Affiliates, to make its own credit analysis and decision to enter into this Agreement and to become a Lender, a Revolving Lender and a Term Loan Lender, as applicable, under the Credit Agreement; (d) it will, independently and without reliance upon the Administrative Agent, the Lead Arrangers, any other Lender or any of their respective Affiliates and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon the Credit Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder; (e) it will perform in accordance with

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their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender, a Revolving Lender and a Term Loan Lender, as applicable; (f) it will provide any additional documentation to evidence its status as a Lender as of the Second Amendment Effective Date or as required to be delivered by it pursuant to the terms of the Credit Agreement; and (g) the Administrative Agent may file this Agreement in the Register under Section 9.02(d) of the Credit Agreement.

SECTION 5.     Representations and Warranties . Effective on the Second Amendment Effective Date, the Company represents and warrants to each of the Lenders and the Administrative Agent that:

(a)    the execution, delivery and performance by each of the Company, the Spinco Borrower and the Canadian Borrower of this Agreement (i) is within such Person’s corporate powers, (ii) have been duly authorized by all necessary corporate action and (iii) do not (x) contravene such Person’s charter, articles or by-laws or (y) contravene law (including Regulations T, U and X issued by the Board of Governors of the Federal Reserve Board) or any material contractual restriction binding on or affecting such Person or (z) result in or require the creation or imposition of any Lien upon or with respect to any of the properties of the Company or any of its Subsidiaries;

(b)    after giving effect to this Agreement, the representations and warranties set forth in Section  4.01 of the Existing Credit Agreement and in each other Loan Document are true and correct in all material respects on and as of the Second Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representation and warranty that already is qualified or modified by materiality in the text thereof; and

(c)    as of the Second Amendment Effective Date, immediately prior to and after giving effect to this Agreement, no Default or Event of Default has occurred and is continuing.

SECTION 6.     Conditions Precedent to the Effectiveness of this Agreement . This Agreement shall become effective on the date when the following conditions shall have been satisfied or waived (such date, the “ Second Amendment Effective Date ”):

(a)    The Administrative Agent shall have received counterparts of (i) this Agreement executed by the Borrowers, each of the New Lenders, each of the Existing Lenders (excluding any Departing Lenders) and the Administrative Agent and (ii) a Term Loan Note and/or Revolving Note executed by the applicable Borrower in favor of each Lender that has requested a Term Loan Note and/or Revolving Credit Note at least three (3) Business Days in advance of the Second Amendment Effective Date and (iii) a Notice of Borrowing executed by the Borrowers and delivered in accordance with the requirements of Section  2.02 of the Credit Agreement; provided that notwithstanding Section  2.02 of the Credit Agreement, the Spinco Borrower may deliver a Notice of Borrowing in respect of the New Term Loans that are Eurodollar Rate Advances in US Dollars not later than 11:00 A.M., Local Time, two (2) Business Days prior to the Second Amendment Effective Date;

(b)    The Administrative Agent shall have received certificates for each Borrower in form and substance reasonably satisfactory to the Administrative Agent certifying that attached thereto is a true, correct and complete copy of resolutions duly adopted by such Borrower’s board of directors or equivalent governing body authorizing and approving the transactions contemplated in this Agreement and the execution, delivery and performance of this Agreement and any other documents executed in connection herewith and the performance of the Credit Agreement;

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(c)    The Administrative Agent shall have received a legal opinion from counsel to each of the Borrowers with respect to this Agreement and the Credit Agreement in form and substance reasonably satisfactory to the Administrative Agent;

(d)    All amounts due or outstanding under that certain Credit Agreement, dated as of August 25, 2015, among the Company, the lenders party thereto and Sumitomo Mitsui Banking Corporation, as administrative agent, shall have been, or shall be substantially concurrently with the funding of the New Term Loans on the Second Amendment Effective Date, repaid in full, and such agreement shall terminate in accordance with its terms;

(e)    The Borrowers shall have paid all fees and expenses payable to the Administrative Agent and the Lead Arrangers as separately agreed to in connection with this Agreement;

(f)    the Administrative Agent shall have received all documentation and other information with respect to the Borrowers required by regulatory authorities and requested by the Lenders (through the Administrative Agent) under applicable “know your customer” and anti-money laundering rules and regulations, including the Act; and

(g)    The representations and warranties in Section  5 of this Agreement shall be true and correct as of the Second Amendment Effective Date.

For purposes of determining compliance with the conditions specified in this Section  6 , each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Second Amendment Effective Date specifying its objection thereto.

SECTION 7.     Acknowledgement and Confirmation . Each of the Borrowers hereby agrees that (a) with respect to each Loan Document to which it is a party, after giving effect to this Agreement and the transactions contemplated hereunder, all of its obligations, liabilities and indebtedness under such Loan Document, including any guarantee obligations are hereby confirmed and reaffirmed and shall, except as expressly set forth herein, remain unmodified and in full force and effect on a continuing basis, (b) the Existing Credit Agreement and each other Loan Document, as specifically amended pursuant to this Agreement, shall continue to be in full force and effect and are hereby in all respects ratified and confirmed and (c) this Amendment shall constitute a Loan Document.

SECTION 8.     No Waivers. The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of the Loan Documents or in any way limit, impair or otherwise affect the rights and remedies of the Administrative Agent or the Lenders under the Loan Documents, in each case except as expressly provided in Section 3(a) or 3(b) hereof. Nothing herein shall be deemed to entitle any Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document in similar or different circumstances. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower under any Loan Document from any of its obligations and liabilities thereunder.

SECTION 9.     Applicable Law . THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. The provisions of Sections 10.07 and 10.10 of the Credit Agreement shall apply to this Agreement to the same extent as if fully set forth herein.

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SECTION 10.     Counterparts . This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective as provided in Section 6 hereof. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic    (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 11.     Headings . Section headings used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

SECTION 12.     Costs and Expenses . The Company hereby reconfirms its obligations pursuant to Section 10.04(a) of the Existing Credit Agreement and the Credit Agreement to pay and reimburse the Administrative Agent in accordance with the terms thereof.

SECTION 13.     Successors and Assigns . This Agreement shall be binding on and inure to the benefit of the parties and their heirs, beneficiaries, successors and permitted assigns.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

Second Amendment Agreement

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US$1,975,000,000

AMENDED AND RESTATED

CREDIT AGREEMENT

Dated as of October 5, 2015

(as amended and restated by the Second Amendment Agreement dated as of March 9, 2017)

among

OLIN CORPORATION,

BLUE CUBE SPINCO INC.

and

OLIN CANADA ULC

as Borrowers

THE LENDERS NAMED HEREIN

as Lenders

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Administrative Agent

JPMORGAN CHASE BANK, N.A.

and

BANK OF AMERICA, N.A.

as Syndication Agents

CITIBANK, N.A.,

THE TORONTO-DOMINION BANK,

PNC BANK, NATIONAL ASSOCIATION,

THE BANK OF NOVA SCOTIA,

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

and

SUMITOMO MITSUI BANKING CORPORATION

as Documentation Agents

WELLS FARGO SECURITIES, LLC, JPMORGAN CHASE BANK, N.A., and MERRILL LYNCH,

PIERCE, FENNER & SMITH INCORPORATED

as Lead Arrangers and Lead Bookrunners

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CREDIT AGREEMENT

Dated as of October 5, 2015

OLIN CORPORATION, a Virginia corporation (the “ Company ”), BLUE CUBE SPINCO, INC., a Delaware corporation, as the survivor of the Merger (as defined below) (the “ Spinco Borrower ”), OLIN CANADA ULC, an unlimited company amalgamated under the laws of Nova Scotia (the “ Canadian Borrower ”), the lenders and issuers of letters of credit that are party to this Agreement or become party to this Agreement pursuant to the terms hereof and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent (the “ Administrative Agent ”) for the Lenders and Issuing Banks, hereby agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

Section 1.01     Certain Defined Terms . As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“ 30-Day Eurodollar Rate ” has the meaning set forth in the definition of “Base Rate”.

“ Acquisition ” means any acquisition by the Company or any of its Subsidiaries of all or substantially all of the capital stock of, or all or a substantial part of the assets of, or of a business unit or division of, any Person.

“ Act ” has the meaning specified in Section  10.13 .

“ Additional Borrower ” means, subject to Section 10.17(b) , any Subsidiary of the Company that becomes a party hereto as a Borrower pursuant to Section  10.17 .

“ Administrative Agent ” has the meaning set forth in the introductory paragraph hereto.

“ Administrative Agent’s Account ” means the account(s) of the Administrative Agent, as applicable, designated in writing by the Administrative Agent.

“ Administrative Questionnaire ” means an administrative questionnaire in a form supplied by the Administrative Agent.

“ Advance ” means a Revolving Advance, a Bid Advance or a Term Loan.

“ Affiliate ” means, when used with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person. The term “control” (including the terms “controlled by” or “under common control with”) means the possession, directly or indirectly, of the power, whether or not exercised, to direct or cause the direction of the management and policies of any Person, whether through ownership of voting securities or by contract or otherwise.

“ Agreement ” means this Credit Agreement, as amended, restated or otherwise modified from time to time.

“ Alternative Currency ” means any currency other than US Dollars which is (a) readily available and freely transferable and convertible into US Dollars and (b) available in the London interbank deposit market.

“ Alternative Currency Sublimit ” means US$150,000,000.

“ Amendment Agreement ” means the Amendment Agreement dated as of June 23, 2015, among the Company, the Canadian Borrower, the Spinco Borrower, the lenders party thereto and Wells Fargo, as the administrative under each of the Existing Credit Agreements (as defined therein).

“ Anti-Corruption Laws ” means all laws, rules and regulations of any jurisdiction applicable to the Company or its Subsidiaries from time to time concerning or relating to bribery or corruption.

“ Applicable Lending Office ” means, with respect to each Revolving Lender or Term Loan Lender, such Lender’s Domestic Lending Office in the case of a Base Rate Advance and such Lender’s Eurodollar Lending Office in the case of a Eurodollar Rate Advance.

“ Applicable Margin ” means, as of any date of determination, a rate per annum determined by reference to the Performance Level applicable on such date as set forth below:

“ Approved Fund ” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“ Arrangers ” means Wells Fargo Securities, LLC, JPMorgan Chase Bank, N.A., and Merrill Lynch, Pierce, Fenner & Smith Incorporated, in their capacities as lead arrangers and lead bookrunners.

“ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section  9.02 ), and accepted by the Administrative Agent, in substantially the form of Exhibit C hereto or any other form approved by the Administrative Agent and otherwise in accordance with Article IX .

“ Assuming Lender or Lenders ” has the meaning specified in Section 2.04(c) .

“ Assumption Agreement ” has the meaning specified in Section 2.04(c) .

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“ Available Amount ” of any Letter of Credit means, at any time, the maximum amount available to be drawn under such Letter of Credit at such time (assuming compliance at such time with all conditions to drawing).

“ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“ Bail-In Legislation ” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“ Base Rate ” means, for any day, a fluctuating interest rate per annum as shall be in effect from time to time which rate per annum shall at all times be equal to the highest of:

(a)    The rate of interest per annum publicly announced from time to time by the Administrative Agent as its prime rate;

(b)    The sum (adjusted to the nearest 1/100 of one percent or, if there is no nearest 1/100 of one percent, to the next higher 1/100 of one percent) of (i) 1/2 of one percent per annum, plus (ii) the Federal Funds Rate; or

(c)    The sum of (i) the Eurodollar Rate for an interest period of one month determined as if the relevant Base Rate Advance were a Eurodollar Rate Advance (the “ 30-Day Eurodollar Rate ”), plus (ii) one percent per annum.

Each change in the prime rate, the Federal Funds Rate or the 30-Day Eurodollar Rate shall be effective as of the opening of business on the day such change occurs. The parties hereto acknowledge that the rate announced publicly by the Administrative Agent as its prime rate is an index or base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks.

“ Base Rate Advance ” means any Term Loan or Revolving Advance denominated in US Dollars which bears interest as provided in Section 2.06(a) .

“ Bid Advance ” means an advance by a Revolving Lender to the Company pursuant to the auction bidding procedure described in Section 2.02(d) .

“ Bid Borrowing ” means a borrowing consisting of simultaneous Bid Advances from each of the Revolving Lenders whose offer to make such Bid Advances has been accepted under the auction bidding procedure described in Section 2.02(d) .

“ Bid Note ” means a promissory note of the Company payable to any Revolving Lender and its registered assigns, in substantially the form of Exhibit A-2 hereto, evidencing the Indebtedness of the Company to such Lender resulting from a Bid Advance made by such Lender.

“ Borrowers ” means, collectively, the Company, the Canadian Borrower, the Spinco Borrower and any Additional Borrower.

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“ Borrowing Minimum ” means (a) in respect of Advances denominated in US Dollars, US$10,000,000, (b) in respect of Advances denominated in Canadian Dollars, CN$5,000,000, (c) in respect of Advances denominated in Euros, €10,000,000, (d) in respect of Advances denominated in Swiss Francs, SFr10,000,000 and (e) in the case of Advances denominated in any Designated Alternative Currency, the smallest amount of such currency that is an integral multiple of 5,000,000 units of currency and that has a US Dollar Equivalent in excess of US$10,000,000.

“ Borrowing Multiple ” means (a) in respect of Advances denominated in US Dollars, US$1,000,000, (b) in respect of Advances denominated in Canadian Dollars, CN$1,000,000, (c) in respect of Advances denominated in Euros, €1,000,000, (d) in respect of Advances denominated in Swiss Francs, SFr1,000,000 and (e) in the case of Advances denominated in any Designated Alternative Currency, the smallest amount of such currency that is an integral multiple of 1,000,000 units of currency.

“ Borrowing Subsidiary Agreement ” means a Borrowing Subsidiary Agreement substantially in the form of Exhibit G-1, with such changes thereto as may be reasonably acceptable to the Administrative Agent and the Company.

“ Borrowing Subsidiary Termination ” means a Borrowing Subsidiary Termination substantially in the form of Exhibit G-2, with such changes thereto as may be reasonably acceptable to the Administrative Agent and the Company.

“ Business ” has the meaning assigned to such term in the Separation Agreement.

“ Business Day ” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that when used in connection with (a) a Eurodollar Rate Advance denominated in US Dollars, the term “Business Day” shall also exclude any day on which banks are not open for dealings in US Dollar deposits in the London interbank market, (b) a Eurodollar Rate Advance denominated in Euros, the term “Business Day” shall also exclude any day that is not a TARGET Day and (c) a Eurodollar Rate Advance denominated in any Committed Alternative Currency other than Euros, the term “Business Day” shall also exclude any day on which banks are not open for dealings in such Committed Alternative Currency deposits in the interbank market in the capital city of the country whose lawful currency is such Committed Alternative Currency.

“ Calculation Date ” has the meaning set forth in Section  1.05 .

“ Canadian Borrower ” has the meaning set forth in the introductory paragraph hereto.

“ Canadian Dollars ” and “ CN$ ” each means lawful currency of Canada.

“ Canadian Interbank Rate ” means the interest rate, expressed as a percentage per annum, which is customarily used by the Administrative Agent when calculating interest due by it or owing to it arising from or in connection with correction of errors between it and other Canadian chartered banks.

“ Capital Lease Obligations ” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

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“ Cash Collateralize ” means, to deposit in a L/C Cash Collateral Account or to pledge and deposit with, or deliver to, the Administrative Agent, for the benefit of the applicable Issuing Banks or the Revolving Lenders, as collateral for L/C Obligations or obligations of the Revolving Lenders to fund participations in respect of L/C Obligations, cash or deposit account balances or, if the Administrative Agent and each applicable Issuing Bank shall agree, in their sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the applicable Issuing Banks. “ Cash Collateral ” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“ CDOR Screen Rate ” has the meaning set forth in the definition of “Eurodollar Rate”.

“ Change in Law ” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a Change in Law, regardless of the date enacted, adopted or issued.

“ Closing Date ” means October 5, 2015.

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“ Commitment ” means a Term Loan Commitment, a Revolving Commitment or a Letter of Credit Commitment.

“ Commitment Date ” has the meaning specified in Section 2.04(d)(ii) .

“ Commitment Fee Rate ” means, as of any date of determination, a rate per annum determined by reference to the Performance Level applicable on such date as set forth below:

“ Committed Alternative Currencies ” means Canadian Dollars, Euros, Swiss Francs and any Designated Alternative Currencies.

“ Company ” has the meaning set forth in the introductory paragraph hereto.

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“ Confidential Information ” has the meaning specified in Section 10.12.

“ Connection Income Taxes ” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“ Consolidated Cost Savings ” means, for any period, those synergies, operating expense reductions and cost-savings of the Company and its Subsidiaries that are reasonably identifiable, factually supportable and projected by the Company in good faith to be realized following the Closing Date as a result of restructurings, reorganizations, divestitures, cost savings initiatives, production rationalizations and other similar initiatives, in each case to the extent not prohibited by this Agreement (collectively, “ Initiatives ”) (calculated on a pro forma basis as if such synergies, operating expense reductions and cost-savings had been realized on the first day of such period, and net of the amount of actual benefits realized during such period from such Initiatives to the extent already included in Consolidated Net Income for such period); provided that (i) no synergies, operating expense reductions or cost-savings shall be added to Consolidated EBITDA pursuant to clause (e) thereof to the extent duplicative of any expenses or charges otherwise added to (or excluded from) Consolidated EBITDA, whether through a pro forma adjustment or otherwise, for such period and (ii) projected amounts (and not yet realized) (x) may be added (the date on which such amounts are added, the “ Initiative Commencement Date ”) once actions in respect of such Initiative have been taken or are expected to be taken (in the good faith determination of the Company) within 12 months and (y) may no longer be added back in calculating Consolidated EBITDA pursuant to clause (e) thereof to the extent occurring more than six full fiscal quarters after the Initiative Commencement Date.

“ Consolidated EBITDA ” means, for any period, Consolidated Net Income for such period (adjusted to exclude all extraordinary or unusual items and any gains or losses on sales of assets outside the ordinary course of business) plus , without duplication and (except with respect to synergies included in Consolidated Cost Savings) to the extent deducted in calculating such Consolidated Net Income for such period, the sum of:

(a)    income tax expense,

(b)    interest expense, amortization or writeoff of debt discount with respect to Indebtedness (including the Advances),

(c)    depreciation and amortization expense,

(d)    amortization of intangibles (including, but not limited to, goodwill) and organization costs,

(e)    Consolidated Cost Savings; provided that with respect to any period, the aggregate amount added back in the calculation of Consolidated EBITDA for such period pursuant to this clause (e) and clause (f) below shall not exceed (x) for any period ended on or prior to December 31, 2018, 20% of Consolidated EBITDA and (y) otherwise, 15% of Consolidated EBITDA (calculated prior to giving effect to any add-backs pursuant to this clause (e) and clause (f) below); provided further that for any period ended after December 31, 2019, no such Consolidated Cost Savings pursuant to this clause (e) may be added back,

(f)    costs and expenses incurred in connection with the implementation of Initiatives; provided that with respect to any period, the aggregate amount added back in the calculation of

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Consolidated EBITDA for such period pursuant to this clause (f) and clause (e) above shall not exceed (x) for any period ended on or prior to December 31, 2018, 20% of Consolidated EBITDA and (y) otherwise, 15% of Consolidated EBITDA (calculated prior to giving effect to any add-backs pursuant to this clause (f) and clause (e) above); provided further that for any period ended after December 31, 2019, no such costs or expenses pursuant to this clause (f) may be added back,

(g)    all payments triggered in respect of the Company’s non-qualified deferred compensation and post-retirement benefit plans in connection with the Transactions during such period and

(h)    any other non-cash charges,

minus , (i) any cash payments made during such period in respect of items described in clause (h) above subsequent to the fiscal quarter in which the relevant non-cash charge was reflected as a charge in the statement of Consolidated Net Income and (ii) to the extent included in calculating such Consolidated Net Income for such period, any non-cash income (other than amounts accrued in the ordinary course of business under accrual-based revenue recognition procedures in accordance with GAAP).

For the purposes of calculating Consolidated EBITDA for any Reference Period pursuant to any determination of the Consolidated Leverage Ratio, if during such Reference Period the Company or any Subsidiary shall have made a Material Acquisition or a Material Disposition, Consolidated EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto as if such Material Acquisition or Material Disposition, as applicable, occurred on the first day of such Reference Period.

“ Consolidated Interest Coverage Ratio ” means, for any Reference Period, the ratio of (a) Consolidated EBITDA for such Reference Period to (b) Consolidated Interest Expense for such Reference Period.

“ Consolidated Interest Expense ” means, for any period, total interest expense (including that attributable to capitalized lease obligations) of the Company and its Subsidiaries for such period with respect to all outstanding Indebtedness of the Company and its Subsidiaries (including all commissions, discounts and other fees and charges accrued with respect to letters of credit and bankers’ acceptance financing allocable to such period in accordance with GAAP), minus (in the case of net benefits) or plus (in the case of net costs) the net benefits or net costs under all Hedging Agreements in respect of Indebtedness of the Company and its Subsidiaries to the extent such net benefits or net costs are allocable to such period in accordance with GAAP.

“ Consolidated Leverage Ratio ” means, as at the last day of any Reference Period, the ratio of (a) Consolidated Total Debt on such date to (b) Consolidated EBITDA, for such Reference Period. The Consolidated Leverage Ratio shall be calculated on the date on which the Company delivers to the Administrative Agent the financial statements required to be delivered pursuant to Section 5.01(i)(i) or (ii) , as the case may be, and the certificate required to be delivered pursuant to Section 5.01(i)(iv) demonstrating such ratio.

“ Consolidated Net Income ” means, for any period, the consolidated net income (or loss) of the Company and its Subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary of the Company or is merged into or consolidated with

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the Company or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary of the Company) in which the Company or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by the Company or such Subsidiary in the form of dividends or similar distributions and (c) the undistributed earnings of any Subsidiary of the Company to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than under any Loan Document) or any law applicable to such Subsidiary.

“ Consolidated Net Tangible Assets ” means, at any date, the total assets of the Company and its Subsidiaries at such date, determined on a consolidated basis, minus (a) the consolidated current liabilities (excluding interest-bearing liabilities) of the Company and its Subsidiaries as of such date, (b) unamortized debt discount and expense, goodwill, trademarks, brand names, patents and other intangible assets, and (c) any write-up of the value of any assets (other than an allocation of purchase price in an acquisition) after December 31, 2014; all as determined in accordance with GAAP.

“ Consolidated Total Debt ” means, at any date, the aggregate principal amount of all Indebtedness of the Company and its Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP.

“ Contractual Obligation ” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“ Credit Party ” means the Administrative Agent, the syndication agents and documentation agents listed on the cover page to this Agreement, the Arrangers, the Issuing Banks or any other Lender.

“ DCP ” has the meaning assigned to such term in the Form S-4.

“ Debtor Relief Laws ” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect.

“ Default ” means any event which, with the giving of notice or lapse of time, or both, would constitute an Event of Default.

“ Defaulting Lender ” means, subject to Section 2.19(b) , any Lender that (a) has failed to (i) fund all or any portion of the Revolving Advances, Bid Advances, Term Loans or participations in Letters of Credit required to be funded by it hereunder within two Business Days of the date such Advances or participations were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Company in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any Issuing Bank or any Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit) within two Business Days of the date when due, (b) has notified the Company, the Administrative Agent or the Issuing Banks in writing, or has made a public statement to the effect, that it does not intend to comply with its funding obligations hereunder

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(unless such writing or public statement relates to such Lender’s obligation to fund an Advance hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after written request by the Administrative Agent or the Company, to confirm in writing to the Administrative Agent and the Company that it will comply with its prospective funding obligations hereunder ( provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Company), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of (i) the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority or (ii) if such Lender or such parent company is Solvent, the appointment of a receiver, custodian, conservator, trustee, administrator or similar Person by a supervisory authority or regulator under or based on the law in the country where such Lender or such parent company is subject to home jurisdiction, if applicable law requires that such appointment not be disclosed, in each case so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.19(b) ) upon delivery of written notice of such determination to the Company, each Issuing Bank and each Lender.

“ Designated Alternative Currency ” means any Alternative Currency (other than Canadian Dollars, Euro and Swiss Francs) (a) for which Eurodollar Rates can be determined by reference to the applicable Reuters screen as provided in the definition of “Eurodollar Rate” and (b) that has been designated by the Administrative Agent as a Designated Alternative Currency at the request of the Company and with the consent of (i) the Administrative Agent, (ii) each Issuing Bank and (iii) each Revolving Lender.

“ Designated Jurisdiction ” has the meaning specified in Section 4.01(k) .

“ Domestic Lending Office ” means, with respect to any Revolving Lender or Term Loan Lender, the office of such Lender specified as its “Domestic Lending Office” opposite its name on Schedule I hereto or in the Assignment and Assumption pursuant to which it became a Lender, or such other office of such Lender as such Lender may from time to time specify to the Company and the Administrative Agent.

“ Domestic Subsidiary ” shall mean any Subsidiary organized under the laws of any State of the United States, substantially all of the assets of which are located, and substantially all of the business of which is conducted, in the United States.

“ EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA

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Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“ EEA Member Country ” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“ EEA Resolution Authority ” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any credit institution or investment firm established in any EEA Member Country.

“ Effective Date ” shall mean June 23, 2015.

“ Eligible Assignee ” means (a) any Lender, (b) any Affiliate of any Lender, (c) any Approved Fund, (d) any commercial bank and (e) any other financial institution or investment fund engaged as a primary activity in the ordinary course of its business in making or investing in commercial loans or debt securities; provided , however , that neither the Company, any Affiliate of the Company, any natural Person, any Defaulting Lender or any subsidiary of a Defaulting Lender shall qualify as an Eligible Assignee.

“ EMU Legislation ” means the legislative measures of the European Council (including the European Council regulations) for the introduction of, changeover to or operation of the Euro in one or more member states.

“ Environmental Laws ” means any and all applicable federal, state, local and foreign statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, injunctions, permits, grants, franchises, licenses or governmental restrictions relating to (i) the effect of the environment on human health, (ii) the environment or (iii) emissions, discharges or releases of Hazardous Substances into the environment, including ambient air, surface water, groundwater, or land, or otherwise relating to the effect on the environment of the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Substances or the remediation thereof.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“ ERISA Affiliate ” means any Person who for purposes of Title IV of ERISA is a member of the Company’s controlled group or is under common control with the Company, in each case, within the meaning of Section 414 of the Code.

“ ERISA Event ” means (i) the occurrence of a reportable event, within the meaning of Section 4043 of ERISA, unless the 30-day notice requirement with respect thereto has been waived by the PBGC; (ii) the provision by the administrator of any Plan of a notice of intent to terminate such Plan, pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA); (iii) the cessation of operations at a facility by the Company or any ERISA Affiliate in the circumstances described in Section 4062(e) of ERISA and with respect to a Plan; (iv) the withdrawal by the Company or any ERISA Affiliate from a Multiple Employer Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (v) the failure by the Company or any

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ERISA Affiliate to make a payment to a Plan required under Section 302 of ERISA, which failure could result in the imposition of a Lien under Section 303(k)(1) of ERISA; or (vi) the institution by the PBGC of proceedings to terminate a Plan, pursuant to Section 4042 of ERISA, or the occurrence of any event or condition which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, a Plan.

“ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“ EURIBOR Screen Rate ” has the meaning set forth in the definition of “Eurodollar Rate”.

“ Euro ” and “ €  ” mean the lawful currency of the Participating Member States of the European monetary union.

“ Eurocurrency Liabilities ” has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“ Eurodollar Lending Office ” means, with respect to any Lender, the office of such Lender specified as its “Eurodollar Lending Office” opposite its name on Schedule I hereto or in the Assignment and Assumption pursuant to which it became a Lender (or, if no such office is specified, its Domestic Lending Office), or such other office of such Lender as such Lender may from time to time specify to the Company and the Administrative Agent.

“ Eurodollar Rate ” means, for the Interest Period for each Eurodollar Rate Advance comprising part of the same Revolving Borrowing, each Eurodollar Rate Advance comprising part of the same Term Loan Borrowing, and, in the case of each Bid Advance comprising part of the same Bid Borrowing, for the period from the date of such Bid Advance to its maturity date as specified in the applicable Notice of Bid Borrowing, an interest rate per annum equal to (a) with respect to any such Eurodollar Rate Advance denominated in Canadian Dollars, the interbank offered rate administered by Thomson Reuters (or any other Person that takes over the administration of such rate) for Canadian Dollars for a period equal in length to such Interest Period as displayed on page CDOR of the Reuters screen (or, in the event such rate does not appear on such Reuters page, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion; in each case, the “ CDOR Screen Rate ”), (b) with respect to any such Eurodollar Rate Advance denominated in Euros, the interbank offered rate administered by the European Money Markets Institute (or any other Person which takes over the administration of such rate) for Euros for a period equal in length to such Interest Period as displayed on page EURIBOR01 of the Reuters screen (or, in the event such rate does not appear on such Reuters page, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion; in each case, the “ EURIBOR Screen Rate ”) and (c) with respect to any such Eurodollar Rate Advance in US Dollars or any Committed Alternative Currency (other than Canadian Dollars or Euros) or any Bid Advance, the London interbank offered rate as administered by the ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for the relevant currency for a period equal in length to the applicable period as displayed on page LIBOR01 of the Reuters Screen that displays such rate (or, in the event such rate does not appear on such Reuters page, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information

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service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion; in each case, the “ LIBO Screen Rate ”), in each case as of the Specified Time on the Quotation Day for such period; provided that if the applicable Screen Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement; provided , further , that if the applicable Screen Rate shall not be available at such time for such Interest Period or applicable period (an “ Impacted Interest Period ”) with respect to the relevant currency, then the Eurodollar Rate shall be the Interpolated Rate at such time ( provided that if the Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement).

Notwithstanding the foregoing, if at the time that the Administrative Agent shall seek to determine the relevant Screen Rate on the Quotation Day for any Interest Period for a Eurodollar Rate Advance or any period for a Bid Advance, the applicable Screen Rate shall not be available for such Interest Period for any reason and the Administrative Agent shall determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then, subject to Section  2.08 , the Reference Bank Rate shall be the Eurodollar Rate for such Interest Period for such Eurodollar Rate Advance or such period for such Bid Advance, as applicable; provided that if any Reference Bank Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“ Eurodollar Rate Advance ” means any Term Loan or Revolving  Advance which bears interest as provided in  Section 2.06(b) .

“ Eurodollar Rate Reserve Percentage ” of any Lender for the Interest Period for any Eurodollar Rate Advance means the reserve percentage applicable during such Interest Period (or if more than one such percentage shall be so applicable, the daily average of such percentages for those days in such Interest Period during which any such percentage shall be so applicable) under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) for such Lender with respect to liabilities or assets consisting of or including Eurocurrency Liabilities having a term equal to such Interest Period.

“ Events of Default ” has the meaning specified in Section  6.01 .

“ Exchange Rate ” means on any date, for purposes of determining the US Dollar Equivalent of any other currency, the rate at which such other currency may be exchanged into US Dollars at the time of determination on such day as set forth on the Reuters WRLD Page for such currency; provided that if such rate does not appear on any Reuters WRLD Page, such exchange rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Company, or, in the absence of such an agreement, the Administrative Agent may use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest error.

“ Excluded Taxes ” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are

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Other Connection Taxes, (b) in the case of a Lender, United States federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in an Advance or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Advance or Commitment (other than pursuant to an assignment request by the Company under Section 2.17(b) ) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section  2.14 , amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.14(g) and (d) any United States federal withholding Taxes imposed under FATCA.

“ Existing Credit Agreement ” means the US$415,000,000 Credit Agreement dated as of June 24, 2014 (as amended, restated, supplemented or otherwise modified from time to time prior to the Closing Date) among the Company, the Canadian Borrower, the banks named therein and Wells Fargo as administrative agent.

“ Existing Lenders ” means the banks, financial institutions and other lenders party to the Second Amendment Agreement as Lenders and the Issuing Banks.

“ Facility ” means each of (a) the Revolving Credit Facility, (b) the Initial Term Loans and (c) the Incremental Term Loan Commitments and the Incremental Term Loans made thereunder, as the context requires. Upon any extension of a Termination Date pursuant to Section 2.04(b) , the Commitments or Term Loans so extended shall be a separate Facility from the non-extended Commitments or Term Loans.

“ FATCA ” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

“ Federal Funds Rate ” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published in Federal Reserve Statistical Release H.15(519), for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it; provided that if the Federal Funds Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“ Foreign Lender ” means (a) if the applicable Borrower is a US Person, a Lender that is not a US Person, and (b) if the applicable Borrower is not a US Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which such Borrower is resident for tax purposes.

“ Foreign Subsidiary ” shall mean any Subsidiary other than a Domestic Subsidiary.

“ Fronting Exposure ” means, at any time there is a Defaulting Lender that is a Revolving Lender, with respect to any Issuing Bank, such Defaulting Lender’s Pro Rata Share of the outstanding Letters of Credit other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

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“ GAAP ” has the meaning specified in Section  1.04 .

“ Governmental Authority ” means the government of the United States or any other nation, or of any political subdivision thereof, whether state, provincial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“ Guarantee ” of or by any Person (the “ guarantor ”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided , that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

“ Guaranteed Obligations ” has the meaning specified in Section  7.01 .

“ Guarantors ” means the Company, the Spinco Borrower and any Additional Borrower that is a Domestic Subsidiary.

“ Guaranty ” means the guaranty of the Company, the Spinco Borrower and any Additional Borrower set forth in Article VII .

“ Hazardous Substances ” means any toxic, radioactive, caustic or otherwise hazardous substance, material or waste, including petroleum, its derivatives, by-products and other hydrocarbons, in each case regulated by Environmental Laws.

“ Hedging Agreement ” means any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement.

“ Impacted Interest Period ” has the meaning set forth in the definition of “Eurodollar Rate”.

“ Increase Date ” has the meaning specified in Section 2.04(d)(i) .

“ Incremental Lender ” has the meaning specified in Section 2.04(d)(ii) .

“ Incremental Loan Commitments ” has the meaning specified in Section 2.04(d)(i) .

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“ Incremental Term Loan ” has the meaning specified in Section 2.04(d )( i ) .

“ Incremental Term Loan Commitment ” has the meaning specified in Section 2.04(d)(i) .

“ Indebtedness ” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, excluding deferred compensation of officers and directors, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person and all obligations of such Person under synthetic leases, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, other than letters of credit and letters of guaranty issued to support obligations (other than Indebtedness) incurred in the ordinary course of business, (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances and (k) all Invested Amounts. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

“ Indemnified Costs ” has the meaning specified in Section 8.06(a) .

“ Indemnified Taxes ” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made or amount credited by or on account of any obligation of the Borrowers under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“ Initial Term Loans ” means the term loans made to the Spinco Borrower by the Term Loan Lenders on the Second Amendment Closing Date. The aggregate outstanding principal amount of the Initial Term Loans on the Second Amendment Closing Date is US$1,375,000,000.

“ Initiatives ” has the meaning specified in the definition of “Consolidated Cost Savings”.

“ Insufficiency ” means, with respect to any Plan, the amount of unfunded benefit liabilities, as defined in Section 4001(a)(18) of ERISA, if any.

“ Interest Election Request ” means a request by a Borrower to convert or continue a Term Loan Borrowing or Revolving Borrowing in accordance with Section  2.15 .

“ Interest Period ” means, for each Eurodollar Rate Advance comprising part of the same Revolving Borrowing or Term Loan Borrowing, the period commencing on the date of such Advance (or on the effective date of any election applicable to such Borrowing pursuant to Section  2.15 ) and ending the last day of the period selected by the applicable Borrower pursuant to the provisions below. The duration of each such Interest Period shall be 1, 2, 3 or 6 months or, with the consent of all the Lenders required to fund such Advance, twelve months, in each case as

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the applicable Borrower may select, upon notice received by the Administrative Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the first day of such Interest Period; provided , however , that:

(A)    the Borrowers may not select any Interest Period which ends after the applicable Termination Date;

(B)    Interest Periods commencing on the same date for Advances comprising part of the same Revolving Borrowing shall be of the same duration; and

(C)    whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day on such Interest Period shall be extended to occur on the next succeeding Business Day, provided , that if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day.

“ Internal Separation ” has the meaning specified in the Separation Agreement.

“ Interpolated Rate ” means, at any time and with respect to any currency, the rate per annum (rounded to the same number of decimal places as the relevant Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the applicable Screen Rate (for the longest period for which the applicable Screen Rate is available for the applicable currency) that is shorter than the Impacted Interest Period and (b) the applicable Screen Rate (for the shortest period for which the applicable Screen Rate is available for the applicable currency) that exceeds the Impacted Interest Period, in each case, as of the Specified Time on the Quotation Day for such Interest Period or period, as applicable. When determining the rate for a period which is less than the shortest period for which the applicable Screen Rate is available, the Screen Rate for purposes of clause (a) above shall be deemed to be the overnight screen rate, where “overnight screen rate” means, in relation to any currency, the overnight rate for such currency determined by the Administrative Agent from such service as the Administrative Agent may select.

“ Invested Amounts ” means the amounts invested by investors that are not Affiliates of the Company in connection with a receivables securitization program and paid to the Company or any of its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts.

“ Investment Grade Rating ” means a corporate credit rating and/or family rating, as applicable, of BBB- or higher by S&P and Baa3 or higher by Moody’s.

“ IRS ” means the United States Internal Revenue Service.

“ ISP ” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“ Issuing Bank ” means Wells Fargo, JPMorgan Chase Bank, N.A., Bank of America, N.A. and any Eligible Assignee to which any Letter of Credit Commitment hereunder has been assigned pursuant to Section  9.02 so long as the Company has consented to such assignment and any other Revolving Lender approved in writing by the Company and the Administrative Agent

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(which approval by the Administrative Agent shall not be unreasonably withheld) so long as such Eligible Assignee or such other Lender expressly agrees to perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as an Issuing Bank and notifies the Administrative Agent of its Applicable Lending Office (which information shall be recorded by the Administrative Agent in the Register), for so long as such Issuing Bank or Eligible Assignee, as the case may be, shall have a Letter of Credit Commitment.

“ JV ” means Dow-Mitsui Chlor Alkali LLC.

“ JV Credit Agreement ” means the Credit Agreement, dated as of March 29, 2011, among the JV, as borrower, Sumitomo Mitsui Banking Corporation, as administrative agent, and the lenders and other agents named therein.

“ L/C Cash Collateral Account ” means an interest-bearing cash collateral account to be established and maintained by the Administrative Agent, over which the Administrative Agent shall have sole dominion and control, upon terms as may be satisfactory to the Administrative Agent.

“ L/C Exposure ” means, with respect to any Revolving Lender, its Pro Rata Share of the L/C Obligations at such time.

“ L/C Obligations ” means at any time, an amount equal to the sum of (a) the aggregate Available Amount of all Letters of Credit outstanding at such time and (b) the aggregate amount of drawings under Letters of Credit which have not then been reimbursed pursuant to Section 2.02(b)(iii) . For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“ L/C Related Documents ” has the meaning specified in Section 2.05(d)(i) .

“ Lenders ” means the Existing Lenders (in each case until such Lender or Issuing Bank shall have assigned or had assumed all interests hereunder as provided in Sections 9.02 or 2.04(c) ), each Eligible Assignee or Assuming Lender that shall become a party hereto pursuant to Sections 9.02 or 2.04(c) , and each Incremental Lender or New Lender that shall become a party hereto pursuant to Section 2.04(d) .

“ Letter of Credit Agreement ” has the meaning specified in Section 2.02(b)(i) .

“ Letter of Credit Commitment ” means, with respect to each Issuing Bank at any time, the amount set forth opposite such Issuing Bank’s name on Schedule I hereto under the caption “Letter of Credit Commitment” or, if such Issuing Bank has entered into one or more Assignment and Assumptions or has assumed the role of an Issuing Bank after the Effective Date, set forth for such Issuing Bank in the Register maintained by the Administrative Agent pursuant to Section  9.02 as such Issuing Bank’s “Letter of Credit Commitment”, as such amount may be reduced at or prior to such time pursuant to Section  2.04 , or such other amount as agreed to by such Issuing Bank and the Company.

“ Letter of Credit Facility ” means, at any time, an amount equal to the lesser of (a) the aggregate amount of the Issuing Banks’ Letter of Credit Commitments at such time and (b) US$100,000,000, as such amount may be reduced at or prior to such time pursuant to Section  2.04 . The Letter of Credit Facility is part of, and not in addition to, the Revolving Credit Facility.

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“ Letters of Credit ” has the meaning specified in Section 2.01(b) .

“ LIBO Screen Rate ” has the meaning set forth in the definition of “Eurodollar Rate”.

“ Lien ” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement).

“ Loan Documents ” means this Agreement and the Notes.

“ Local Time ” means (a) with respect to an Advance denominated in US Dollars, New York City time, and (b) with respect to an Advance denominated in a Committed Alternative Currency, local time to the Principal Financial Center of the applicable Committed Alternative Currency.

“ Majority Facility Lenders ” means, at any time and with respect to any Facility, Lenders holding at least a majority of (a) until the Closing Date, the Commitments with respect to such Facility then in effect and (b) thereafter, (i) with respect to any Facility that is a term loan facility, the aggregate unpaid principal amount of the Term Loans of such Facility then outstanding and (ii) with respect to any facility that is a revolving credit facility, the Revolving Commitments of such Facility then in effect (or if the Revolving Commitments of such Facility have been terminated, the sum of (x) the US Dollar Equivalent of the aggregate principal amount of Revolving Advances of such Facility then outstanding (other than Revolving Advances made by an Issuing Bank pursuant to Section 2.02(b)(iii) which have not then been reimbursed), (y) the L/C Exposure for all Lenders then outstanding in respect of such Facility and (z) the Bid Advances for all Lenders then outstanding in respect of such Facility); provided that the unused Commitments of, and the portion of the Term Loans, Revolving Advances and Bid Advances held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Majority Facility Lenders.

“ Majority Lenders ” means, at any time, Lenders holding more than 50% of (a) until the Closing Date, the Commitments then in effect and (b) thereafter, the sum of (i) the aggregate unpaid principal amount of the Term Loans then outstanding and (ii) the Revolving Commitments then in effect (or if the Revolving Commitments have been terminated, the sum of (x) the US Dollar Equivalent of the aggregate principal amount of Revolving Advances then outstanding (other than Revolving Advances made by an Issuing Bank pursuant to Section 2.02(b)(iii) which have not then been reimbursed), (y) the L/C Exposure for all Lenders then outstanding and (z) the Bid Advances then outstanding); provided that the unused Commitments of, and the portion of the Term Loans, Revolving Advances and Bid Advances held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Majority Lenders.

“ Margin Stock ” shall have the meaning given such term under Regulation U issued by the Board of Governors of the Federal Reserve System.

“ Material Acquisition ” means any Acquisition that involves the payment of consideration by the Company and its Subsidiaries in excess of $250,000,000.

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“ Material Disposition ” means any means any sale, transfer or other disposition of property or series of related sales, transfers or other dispositions of property that yields gross proceeds to the Company or any of its Subsidiaries in excess of $250,000,000.

“ Merger ” means the merger of Merger Sub and Spinco, with Spinco continuing as the surviving corporation.

“ Merger Agreement ” means the Merger Agreement, dated as of March 26, 2015, among TDCC, Spinco, the Company and Merger Sub, as amended, restated or otherwise modified from time to time.

“ Merger Documentation ” means (a) the Merger Agreement, (b) all exhibits, schedules, annexes and other attachments thereto and (c) all other agreements related thereto.

“ Merger Sub ” means Blue Cube Acquisition Corp., a Delaware corporation.

“ Moody’s ” means Moody’s Investors Service, Inc. and any successor thereto.

“ Multiemployer Plan ” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which the Company or any ERISA Affiliate is making or accruing an obligation to make contributions, or has, within any of the preceding five plan years, made or accrued an obligation to make contributions.

“ Multiple Employer Plan ” means a single-employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the Company or any ERISA Affiliate and for at least one Person that is not an employee of the Company or any ERISA Affiliate or (b) was so maintained and in respect of which the Company or any ERISA Affiliate could have liability under Section 4064 or 4069 of ERISA in the event that such plan has been or were to be terminated.

“ New Lender ” has the meaning specified in Section 2.04(d)(ii) .

“ Non-Consenting Lender ” means any Lender that does not approve any consent, waiver, amendment or other modification that (i) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section  10.01 and (ii) has been approved by the Majority Lenders.

“ Non-Defaulting Lender ” means, at any time, each Revolving Lender or Term Loan Lender that is not a Defaulting Lender at such time.

“ Non-Extending Lender ” has the meaning specified in Section 2.04(b) .

“ Note ” means a Revolving Note, Bid Note or Term Loan Note.

“ Notice of Bid Borrowing ” has the meaning specified in Section 2.02(d)(i)(A) .

“ Notice of Borrowing ” has the meaning specified in Section 2.02(a)(i)(A) .

“ Notice of Issuance ” has the meaning specified in Section 2.02(b)(i) .

“ Officer’s Certificate ” means a certificate signed in the name of the Company by its President, one of its Vice Presidents, its Treasurer or its Controller.

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“ Olin Credit Agreement ” means the Credit Agreement dated as of June 23, 2015, among the Company, the Canadian Borrower, the lenders party thereto and Wells Fargo, as administrative agent.

“ Other Connection Taxes ” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Advance or Loan Document).

“ Other Borrowers ” means (a) with respect to the Company, (i) the Canadian Borrower, (ii) the Spinco Borrower and (iii) any Additional Borrower, (b) with respect to the Spinco Borrower, (i) the Company, (ii) the Canadian Borrower and (iii) any Additional Borrower and (c) with respect to any Additional Borrower that is a Guarantor, (i) the Company, (ii) the Spinco Borrower, (iii) the Canadian Borrower and (iv) each other Additional Borrower.

“ Other Taxes ” means all present or future stamp, court, documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.17(b) ).

“ Participant ” has the meaning assigned to such term in Section  9.03 .

“ Participant Register ” has the meaning assigned to such term in Section  9.03 .

“ Participating Member State ” means a member of the European Communities that adopts or has adopted the Euro as its currency in accordance with EMU Legislation.

“ PBGC ” means the Pension Benefit Guaranty Corporation.

“ Performance Level ” means, as of any date of determination, the level set forth below as then applicable:

For purposes of this definition, the Performance Level shall be (i) from the Second Amendment Closing Date until adjusted pursuant to clause (ii) below, Performance Level IV, and (ii) determined as at the end of each Reference Period thereafter based upon the calculation of the Consolidated Leverage Ratio for such Reference Period. The Applicable Margin and Commitment Fee Rate shall be adjusted (if necessary) upward or downward on the first day following delivery of the certificate referred to in Section 5.01( i )( iv) .

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“ Permitted Encumbrances ” means:

(a)    Liens imposed by law for taxes that are not yet due or are being contested in good faith by appropriate proceedings;

(b)    carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or are being contested in good faith by appropriate proceedings;

(c)    pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations;

(d)    deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

(e)    judgment liens in respect of judgments that do not constitute an Event of Default under Section 6.01(f) ; and

(f)    easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Company or any Subsidiary;

provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness.

“ Permitted Receivables Facility ” means one or more accounts receivable securitization facilities established by a Receivables Subsidiary and one or more of the Company or its Subsidiaries, whereby the Company or one or more of its Subsidiaries shall sell, assign, contribute or otherwise transfer accounts receivables of the Company or its Subsidiaries to such Receivables Subsidiary in exchange for cash, subordinated indebtedness of the Receivables Subsidiary, the issuance of letters of credit and other appropriate consideration, and the Receivables Subsidiary in turn shall sell, assign, pledge or otherwise transfer such accounts receivable (or undivided fractional interests therein) to buyers, purchasers or lenders (or shall otherwise borrow against such accounts receivable), so long as (a) except as set forth in clause (b) of this definition, no portion of the Indebtedness or any other obligation (contingent or otherwise) under such Permitted Receivables Facility shall be guaranteed by the Company or any of its Subsidiaries (other than the Receivables Subsidiary), (b) there shall be no recourse or obligation to the Company or any of its Subsidiaries (other than the Receivables Subsidiary) whatsoever other than pursuant to representations, warranties, covenants, indemnities and performance guarantees or undertakings (which shall exclude any guarantees of principal of, and interest on such Permitted Receivables Facility) entered into in connection with such Permitted Receivables Facility that in the reasonable opinion of the Company are customary for securitization transactions and (c) none of the Company nor any of its Subsidiaries (other than the Receivables

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Subsidiary) shall have provided, either directly or indirectly, any other credit support of any kind in connection with such Permitted Receivables Facility, except as set forth in clause (b) of this definition.

“ Person ” means 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 ” means a Single-Employer Plan or a Multiple Employer Plan.

“ Post-Petition Interest ” has the meaning specified in Section 7.05(b) .

“ Principal Financial Center ” means, in the case of any Committed Alternative Currency, the principal financial center where such currency is cleared and settled, as determined by the Administrative Agent.

“ Pro Rata Share ” of any amount means, with respect to any Revolving Lender at any time, the product of such amount times a fraction the numerator of which is the amount of such Lender’s Revolving Commitment at such time (or, if the Revolving Commitments shall have been terminated pursuant to Section  2.04 or 6.01 , such Lender’s Revolving Commitment as in effect immediately prior to such termination) and the denominator of which is the aggregate amount of all Revolving Commitments at such time (or, if the Revolving Commitments shall have been terminated pursuant to Section  2.04 or 6.01 , the aggregate amount of all Revolving Commitments as in effect immediately prior to such termination).

“ Quotation Day ” means (a) with respect to any Eurodollar Rate Advance denominated in Canadian Dollars for any Interest Period, the first day of such Interest Period, (b) with respect to any Eurodollar Rate Advance denominated in Euros for any Interest Period, two TARGET Days before the first day of such Interest Period, (c) with respect to any Eurodollar Rate Advance denominated in any currency other than Canadian Dollars or Euros for any Interest Period, two Business Days prior to the commencement of such Interest Period (unless, in each case, market practice differs in the relevant market where the Eurodollar Rate for such currency is to be determined, in which case the Quotation Day will be determined by the Administrative Agent in accordance with market practice in such market (and if quotations would normally be given on more than one day, then the Quotation Day will be the last of those days)) and (d) with respect to any Bid Advance for any period, two Business Days prior to the date of such Bid Borrowing.

“ Receivables Related Assets ” means, collectively, accounts receivable, instruments, chattel paper, obligations, general intangibles and other similar assets, in each case relating to receivables subject to a Permitted Receivables Facility, including interests in merchandise or goods, the sale or lease of which gave rise to such receivables, related contractual rights, guarantees, insurance proceeds, collections and proceeds of all of the foregoing.

“ Receivables Subsidiary ” means a Wholly Owned Subsidiary of the Company that has been established as a “bankruptcy remote” Subsidiary for the sole purpose of acquiring accounts receivable under a Permitted Receivables Facility and that shall not engage in any activities other than in connection with a Permitted Receivables Facility.

“ Recipient ” means (a) the Administrative Agent, (b) any Lender and (c) any Issuing Bank, as applicable.

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“ Reference Bank Rate ” means, with respect to any Eurodollar Rate Advance in any currency for any Interest Period or any Bid Advance for the period from the date of such Bid Advance to its maturity date as specified in the applicable Notice of Bid Borrowing, the arithmetic mean of the Submitted Reference Bank Rates (rounded upward to four decimal places) in respect thereof.

“ Reference Banks ” means with respect to any currency, such banks as may be appointed by the Administrative Agent as Reference Banks in respect of such currency in consultation with the Company and as consented to by such bank.

“ Reference Period ” means any period of four consecutive fiscal quarters of the Company.

“ Refinancing ” means the termination of the commitments, and payment in full of all Indebtedness, interest, fees and other amounts outstanding, under (a) the Existing Credit Agreement and (b) the JV Credit Agreement.

“ Register ” has the meaning specified in Section 9.02(d) .

“ Regulation FD ” has the meaning specified in Section  10.12 .

“ Related Parties ” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, representatives, controlling persons and agents, including accountants, legal counsel and other advisors of such Person and of such Person’s Affiliates.

“ Replaced Revolving Commitments ” has the meaning assigned to such term in Section  10.01 .

“ Replacement Revolving Commitments ” has the meaning assigned to such term in Section  10.01 .

“ Replaced Term Loan ” has the meaning assigned to such term in Section  10.01 .

“ Replacement Term Loan ” has the meaning assigned to such term in Section  10.01 .

“ Restatement Date ” has the meaning assigned to such term in the Amendment Agreement.

“ Revolving Advance ” means an advance (other than a Bid Advance) by a Revolving Lender to a Borrower pursuant to Section 2.02(a) or (b)(iii) , and refers to (i) in the case of Revolving Advances denominated in US Dollars, a Base Rate Advance or a Eurodollar Rate Advance (each of which shall be a “ Type ” of Revolving Advance for Revolving Advances denominated in US Dollars) and (ii) in the case of Revolving Advances denominated in any Committed Alternative Currency, a Eurodollar Rate Advance (which shall be the “Type” of Revolving Advance for Revolving Advances denominated in such currency).

“ Revolving Borrowing ” means a borrowing consisting of simultaneous Revolving Advances of the same currency, the same Type (and, in the case of a borrowing consisting of Eurodollar Rate Advances, having the same Interest Period) made by the Revolving Lenders.

“ Revolving Commitment ” means, with respect to any Revolving Lender at any time, the amount set forth opposite such Lender’s name on Schedule I hereto under the caption “Revolving

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Commitment” or, if such Lender has entered into one or more Assignment and Assumptions, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section  9.02 as such Lender’s “Revolving Commitment”, as such amount may be reduced or increased at or prior to such time pursuant to Section  2.04 . The aggregate Revolving Commitments of all the Revolving Lenders as of the Second Amendment Closing Date shall be US$600,000,000.

“ Revolving Commitment Increase ” has the meaning specified in Section 2.04(d)(i) .

“ Revolving Credit Facility ” means the revolving credit facility to the Company, the Spinco Borrower and the Canadian Borrower established pursuant to Section 2.01(a)(i) (including any increase in such revolving credit facility established pursuant to Section 2.04(d) ).

“ Revolving Exposure ” means, with respect to any Revolving Lender at any time, the sum of (a) the outstanding principal amount of the US Dollar Equivalent of such Lender’s Revolving Advances and (b) such Lender’s L/C Exposure.

“ Revolving Lender ” means a Lender with a Revolving Commitment and/or outstanding Revolving Advances, Bid Advances and/or participations in Letters of Credit.

“ Revolving Note ” means a promissory note of a Borrower payable to any Lender and its registered assigns, in substantially the form of Exhibit A-1 hereto, evidencing the aggregate Indebtedness of such Borrower to such Lender resulting from the Revolving Advances made to such Borrower by such Lender.

“ Revolving Termination Date ” means the date that is five years after the Second Amendment Closing Date (or the earlier date on which the termination in whole of the Commitments occurs pursuant to Sections 2.04(a) or 6.01 ).

“ Sanctioned Person ” means any Person described in Section 4.01(k)(i)(x) , (y) or (z) .

“ Sanctions ” has the meaning specified in Section 4.01(k) .

“ S&P ” means S&P Global Ratings and any successor thereto.

“ Screen Rate ” means the CDOR Screen Rate, the EURIBOR Screen Rate and the LIBO Screen Rate, collectively and individually, as the context may require.

“ SEC ” means the Securities and Exchange Commission.

“ Second Amendment Agreement ” means that certain Second Amendment Agreement dated as of March 9, 2017, by and among the Company, the Spinco Borrower, the Canadian Borrower, the Lenders party thereto and the Administrative Agent.

“ Second Amendment Closing Date ” means March 9, 2017.

“ Separation Agreement ” means the Separation Agreement, dated as of March 26, 2015, between TDCC and Spinco, as amended, restated or otherwise modified from time to time.

“ Separation Documentation ” means (a) the Separation Agreement, (b) all exhibits, schedules, annexes and other attachments thereto and (c) all other agreements related thereto.

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“ Significant Subsidiary ” means each Subsidiary, but excludes any Subsidiary the US Dollar value (or equivalent thereof) of whose assets is less than 5% of the total assets of the Company and the Subsidiaries, on a consolidated basis.

“ Single-Employer Plan ” means a single-employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained by the Company or any ERISA Affiliate solely for employees of the Company or any ERISA Affiliate or (b) was so maintained and in respect of which the Company or any ERISA Affiliate could have liability under Section 4069 of ERISA in the event that such plan has been or were to be terminated.

“ Solvent ” means (a) each of the Fair Value and the Present Fair Salable Value of the assets of the Company and its Subsidiaries taken as a whole exceed their Stated Liabilities and Identified Contingent Liabilities, (b) the Company and its Subsidiaries taken as a whole do not have Unreasonably Small Capital and (c) the Company and its Subsidiaries taken as a whole can pay their Stated Liabilities and Identified Contingent Liabilities as they mature. Terms used in this definition and not otherwise defined in this Agreement have the meanings assigned thereto in Exhibit F hereto.

“ Specified Time ” means (a) in relation to an Advance in Canadian Dollars, 11:00 A.M., Toronto, Ontario time and (b) otherwise, 11:00 A.M., London time.

“ Spinco ” means Blue Cube Spinco Inc., a Delaware corporation.

“ Spinco Borrower ” has the meaning specified in the introductory paragraph hereto.

“ Spinco Credit Agreement ” means the Credit Agreement, dated as of June 23, 2015, among Spinco, the lenders party thereto and Wells Fargo, as administrative agent.

“ Submitted Reference Bank Rate ” means, as to any Reference Bank:

(a)    in relation to any Revolving Advances denominated in Canadian Dollars for any Interest Period, the rate supplied to the Administrative Agent at its request by such Reference Bank as of the Specified Time on the Quotation Day for Revolving Advances denominated in Canadian Dollars and the applicable Interest Period as the rate at which such Reference Bank is willing to extend credit by the purchase of bankers’ acceptances which have been accepted by banks which are for the time being customarily regarded as being of appropriate credit standing for such purpose with a term to maturity equal to the relevant period;

(b)    in relation to Revolving Advances denominated in Euros for any Interest Period, the rate supplied to the Administrative Agent at its request by such Reference Bank as of the Specified Time on the Quotation Day for Revolving Advances denominated in Euros and the applicable Interest Period as the rate which such Reference Bank assesses to be the rate at which interbank term deposits in Euros and for the relevant period are offered for spot value (T+2) by one prime bank to another prime bank within the EMU zone;

(c)    in relation to Revolving Advances or Term Loans denominated in any currency other than Canadian Dollars or Euros, the rate (rounded upward to four decimal places) supplied to the Administrative Agent at its request by such Reference Bank as of the Specified Time on the Quotation Day for Revolving Advances or Term Loans in the

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relevant currency and the applicable Interest Period as the rate at which such Reference Bank could borrow funds in the London interbank market in such currency and for the relevant period, were it to do so by asking for and then accepting interbank offers in reasonable market size in that currency and for that period; provided that upon supplying such Submitted Reference Bank Rate to the Administrative Agent pursuant to this clause (c), such Reference Bank shall certify that it has not submitted or shared such Submitted Reference Bank Rate with any individual who is formally designated as being involved in the ICE LIBOR submission process; and

(d)    in relation to Bid Advances, the rate (rounded upward to four decimal places) supplied to the Administrative Agent at its request by such Reference Bank as the rate at which deposits in US Dollars are offered by the principal office of such Reference Bank in London, England to prime banks in the London interbank market at the Specified Time on the Quotation Day in an amount substantially equal to the aggregate amount of such Bid Borrowing and for a period equal to the period from the date of such Bid Advance to its maturity date as specified in the applicable Notice of Bid Borrowing.

“ Subordinated Obligations ” has the meaning specified in Section  7.05 .

“ Subsidiary ” means, as at any particular time, any Person controlled by the Company the accounts of which would be consolidated with those of the Company in the Company’s consolidated financial statements if such financial statements were to be prepared at such time in accordance with GAAP.

“ SMBC Credit Agreement ” means the Credit Agreement, dated as of August 25, 2015, among the Company, the subsidiaries of the Company from time to time party thereto, the lenders named therein and Sumitomo Mitsui Banking Corporation, as administrative agent, as amended.

“ Swiss Franc ” and the “ SFr ” sign each means lawful currency of Switzerland.

“ TARGET Day ” means any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) payment system (or, if such payment system ceases to be operative, such other payment system (if any) determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euros.

“ Taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, fines, additions to tax or penalties applicable thereto.

“ Tax-Exempt Financing ” means a transaction with a governmental unit or instrumentality which involves (i) the issuance by such governmental unit or instrumentality to Persons other than the Company or a Subsidiary of bonds or other obligations on which the interest is exempt from Federal income taxes under Section 103 of the Code and the proceeds of which are applied to finance or refinance the cost of acquisition of equipment or facilities of the Company or any of its subsidiaries, and (ii) participation in the transaction by the Company or a Subsidiary in any manner permitted by this Agreement.

“ TDCC ” means The Dow Chemical Company, a Delaware corporation.

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“ Term Loan Borrowing ” means a borrowing consisting of Term Loans of the same Type (and, in the case of a borrowing consisting of Eurodollar Rate Advances, having the same Interest Period) made by the Term Loan Lenders.

“ Term Loan Commitment ” means an Incremental Term Loan Commitment.

“ Term Loan Lender ” means any Person with a Term Loan Commitment or an outstanding Term Loan.

“ Term Loan Note ” means a promissory note of the Spinco Borrower payable to any Term Loan Lender and its registered assigns, in substantially the form of Exhibit A-3 hereto, evidencing the portion of the Term Loans made to the Spinco Borrower by such Term Loan Lender.

“ Term Loans ” means the Initial Term Loans and, if applicable, the Incremental Term Loans (and “ Term Loan ” means any of such Term Loans) and refers to a Base Rate Advance or a Eurodollar Advance (each of which shall be a “ Type ” of Term Loan).

“ Termination Date ” means (a) with respect to the Revolving Commitments and the Letter of Credit Commitments, the Revolving Termination Date, (b) with respect to the Initial Term Loans, the date that is five years after the Second Amendment Closing Date (or the earlier date on which the Initial Term Loans have been accelerated pursuant to Section  6.01 ), and (c) with respect to any Incremental Term Loans, the date determined by the applicable Term Loan Lenders pursuant to Section 2.04(d) (or the earlier date on which the Initial Term Loans have been accelerated pursuant to Section  6.01 ).

“ Transactions ” means (a) the consummation of the Internal Separation, (b) the consummation of the Merger, (c) the Refinancing, (d) the issuance by Spinco of its senior unsecured notes to TDCC or, if elected by TDCC in accordance with Section 7.08(e) of the Merger Agreement, the drawing under a senior unsecured bridge facility of an amount not less than the Above Basis Amount (as defined in the Separation Agreement), (e) the issuance by Spinco of its senior unsecured notes, the drawing under a senior unsecured bridge facility or any combination thereof, the proceeds of which will be used, together with the proceeds of the Initial Term Loan, to (i) finance a special cash dividend to TDCC, (ii) pay fees and expenses in connection with the Transactions, (iii) effect the Refinancing and (iv) provide funds for general corporate purposes, (f) the execution, delivery and performance by the Borrowers of this Agreement and the other Loan Documents, the borrowing of the Advances and the issuance of Letters of Credit on the Closing Date and the use of proceeds of such Advances and Letters of Credit and (g) the payment of fees and expenses in connection with the foregoing.

“ Type ” shall have the meaning given such term in the definitions of Term Loan and Revolving Advance.

“ UCP ” means, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce (“ICC”) Publication No. 600 (or such later version thereof as may be in effect at the time of issuance).

“ United States ” or “ U.S. ” means the United States of America.

“ Unused Revolving Commitment ” means, with respect to each Revolving Lender at any time, (a) such Revolving Lender’s Revolving Commitment at such time minus (b) the sum of (i)

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the US Dollar Equivalent of the aggregate principal amount of all Revolving Advances made by such Revolving Lender (in its capacity as a Revolving Lender) and outstanding at such time, plus (ii) such Revolving Lender’s L/C Exposure then outstanding.

“ US  Dollar Equivalent ” means, on any date, (a) with respect to any amount in US Dollars, such amount, and (b) with respect to any amount in any currency other than US Dollars, the equivalent in US Dollars of such amount, determined by the Administrative Agent pursuant to Section 1.05 using the Exchange Rate with respect to such currency at such time in effect under the provisions of such Section  1.05 .

“ US Dollars ” and the “ US$ ” sign each means lawful currency of the United States.

“ US Person ” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“ US Tax Compliance Certificate ” has the meaning assigned thereto in Section 2.14(g) .

“ Usage ” means, at any time, the sum of the aggregate principal amount of the US Dollar Equivalent of the Revolving Advances and the Bid Advances then outstanding plus the Available Amount of the outstanding Letters of Credit.

“ Voting Rights ” means, as to any corporation or any other entity, ordinary voting power (whether associated with outstanding common stock or outstanding preferred stock, or both, or other outstanding equity interests, as applicable) to elect members of the Board of Directors of such corporation or other entity (irrespective of whether or not at the time capital stock of any class or classes of such corporation or entity shall or might have voting power or additional voting power upon the occurrence of any contingency).

“ Wells Fargo ” means Wells Fargo Bank, National Association, a national banking association.

“ Wholly Owned ” means, with respect to any corporation or other entity, a corporation or other entity of which 100% of the Voting Rights (other than Voting Rights represented by directors’ qualifying shares or shares required by law to be owned by a resident of the relevant jurisdiction) are at the time directly or indirectly owned by the Company, by the Company and one or more other Wholly Owned Subsidiaries, or by one or more other Wholly Owned Subsidiaries.

“ Withdrawal Liability ” shall have the meaning given such term under Part I of Subtitle E of Title IV of ERISA.

“ Withholding Agent ” means the Borrowers and the Administrative Agent.

“ Write-Down and Conversion Powers ” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

Section 1.02     Other Definitions and Provisions . With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document or the context otherwise requires: (a) the definitions of terms herein shall apply equally to the singular and plural

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forms of the terms defined, (b) whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms, (c) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (d) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (e) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein), (f) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (g) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (h) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (i) the term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

Section 1.03     Computation of Time Periods (a) . (a) In this Agreement and the other Loan Documents in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”.

(b)    In this Agreement and the other Loan Documents each reference to a year shall be a reference to the twelve consecutive months beginning January 1 in such year and ending December 31 in such year and each reference to a quarter shall be a reference to one of the three consecutive month periods beginning January 1, April 1, July 1 or October 1, in each year.

Section 1.04     Accounting Terms . (a) All accounting terms not specifically defined herein shall be construed in accordance with GAAP. “ GAAP ” shall mean generally accepted accounting principles as in effect from time to time; provided that if the Company notifies the Administrative Agent that the Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date of this Agreement in GAAP, or in the application thereof, on the operation of such provision (or if the Administrative Agent notifies the Company that the Majority Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP, or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance with Section  10.01 .

(b)    Notwithstanding anything to the contrary contained in paragraph (a) above or the definition of “Capital Lease Obligations”, in the event of an accounting change requiring leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the Effective Date) that would constitute capital leases on the Effective Date shall be considered capital leases and all calculations hereunder shall be made accordingly.

Section 1.05     Currency Translation . The Administrative Agent shall determine the US Dollar Equivalent of each Revolving Advance denominated in a Committed Alternative Currency as of (x) the last Business Day of each fiscal quarter and (y) the date of any borrowing or continuation of any Revolving Advances denominated in a Committed Alternative Currency (each such date, a “ Calculation Date ”), in each case using the Exchange Rate for such currency in relation to US Dollars in effect on the date that is three Business Days prior to such Calculation Date, and each such amount shall be the US Dollar Equivalent of such Revolving Advance until the next required calculation thereof pursuant to this sentence. The Administrative Agent shall notify the Company and the Revolving Lenders of each calculation of the US Dollar Equivalent of each Revolving Advance.

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ARTICLE II

AMOUNTS AND TERMS OF THE ADVANCES AND LETTERS OF CREDIT

Section 2.01     The Revolving Advances, Letters of Credit and Initial Term Loans . (a)  Revolving Advances . Each Revolving Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Advances in US Dollars and any Committed Alternative Currency to the Company, the Spinco Borrower or the Canadian Borrower from time to time on any Business Day during the period from the Closing Date until the Revolving Termination Date in an aggregate amount such that the US Dollar Equivalent thereof does not exceed such Lender’s Unused Revolving Commitment; provided that, immediately following the making of such Revolving Advance, the Usage shall not exceed the aggregate amount of the Revolving Commitments of the Revolving Lenders; provided further that, following the making of any such Revolving Advance denominated in a Committed Alternative Currency, the US Dollar Equivalent of the aggregate amount of Revolving Advances outstanding in any currency other than US Dollars shall not exceed the Alternative Currency Sublimit. Each Revolving Borrowing shall be in an aggregate amount not less than the Borrowing Minimum or the Borrowing Multiple in excess thereof and shall consist of Advances of the same Type and currency made on the same day by the Revolving Lenders ratably according to their respective Revolving Commitments. Within the limits of each Revolving Lender’s Revolving Commitment, the Borrowers may borrow, repay pursuant to Section  2.05 , prepay pursuant to Section  2.09 , and reborrow, prior to the Revolving Termination Date, under this Section 2.01(a) .

(b)     Letters of Credit . Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, to issue letters of credit (each a “ Letter of Credit ”) denominated in US Dollars for the account of the Company from time to time on any Business Day during the period from the Closing Date until 30 days before the Revolving Termination Date in an amount such that (i) the L/C Obligations for all Letters of Credit issued by such Issuing Bank do not exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) such Issuing Bank’s Letter of Credit Commitment at such time, (ii) the Available Amount for each such Letter of Credit does not exceed an amount equal to the aggregate Unused Revolving Commitments of the Revolving Lenders at the time of issuance thereof and (iii) following the issuance of any such Letter of Credit, the Usage does not exceed the aggregate amount of the Revolving Commitments of the Revolving Lenders. No Letter of Credit shall have an expiration date later than the earlier of (x) the first anniversary of its date of issuance and (y) five Business Days before the Revolving Termination Date; provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to in clause (y) above). Within the limits referred to above, the Company may request the issuance of Letters of Credit under this Section 2.01(b) , repay any Revolving Advances resulting from drawings thereunder pursuant to Section  2.05 or prepay pursuant to Section  2.09 and request the issuance of additional Letters of Credit under this Section 2.01(b) . With respect to each letter of credit designated by the Company in writing to the Administrative Agent no later than five Business Days prior to the Closing Date (or such later date as agreed by the Administrative Agent) as an “Existing Letter of Credit” for which the issuer thereof is a Revolving Lender who is either an Issuing Bank or has agreed to be an Issuing Bank in respect of such letter of credit, such letter of credit shall be deemed to constitute a Letter of Credit issued hereunder on the Restatement Date and the Revolving Lender that is an issuer of such Letter of Credit shall be deemed to be an Issuing Bank for such letter of credit; provided that after giving effect to such deemed issuance, in no event shall the Usage exceed the Revolving Commitments of the Revolving Lenders; provided further that any renewal or replacement of any such letter of credit shall be issued by an Issuing Bank pursuant to the terms of this Agreement.

(c)     Initial Term Loans . As of the Second Amendment Closing Date, each Term Loan Lender has made Initial Term Loans in US Dollars to the Spinco Borrower in the aggregate principal amount set forth next to such Lender’s name on Schedule I . As of the Second Amendment Closing Date, the aggregate principal amount of all outstanding Initial Term Loans is $1,375,000,000.

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Section 2.02     Making the Advances . (a)  Making the Term Loans and Revolving Advances . (i) (A) Each Term Loan Borrowing and each Revolving Borrowing shall be made on notice, given not later than 11:00 A.M. Local Time, (x) in the case of Eurodollar Rate Advances denominated in US Dollars, on the third Business Day prior to the date of the proposed Borrowing, (y) in the case of Eurodollar Rate Advances denominated in a Committed Alternative Currency, on the fourth Business Day prior to the date of the proposed Revolving Borrowing or (z) in the case of Base Rate Advances, on the day of the proposed Borrowing, by the applicable Borrower to the Administrative Agent, which shall give to each appropriate Lender prompt notice thereof by telecopier. Each such notice of a Term Loan Borrowing or Revolving Borrowing (as applicable, a “ Notice of Borrowing ”) shall be by telephone, confirmed immediately in writing, in substantially the form of Exhibit B-1 hereto, specifying therein the requested (I) date of such Term Loan Borrowing or Revolving Borrowing, (II) Type of Advances comprising such Term Loan Borrowing or Revolving Borrowing, (III) aggregate amount of such Term Loan Borrowing or Revolving Borrowing, (IV) in the case of a Revolving Borrowing, the applicable Borrower and the currency in which such Revolving Advance is to be made and (V) in the case of a Eurodollar Rate Advance, the Interest Period for each such Term Loan or Revolving Advance. Each Lender shall, before 1:00 P.M. (Local Time) on the date of such Term Loan Borrowing or Revolving Borrowing make available for the account of its Applicable Lending Office to the Administrative Agent, in the Administrative Agent’s Account, in same day funds, such Lender’s ratable portion of such Term Loan Borrowing or Revolving Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III , the Administrative Agent, as applicable, will make such funds available to the applicable Borrower at the Administrative Agent’s address set forth on Schedule 10.02 . Notwithstanding anything to the contrary contained herein, each Lender at its option may make any Advance by causing any domestic or foreign branch or Affiliate of such Lender to make such Advance; provided that any exercise of such option shall not affect the obligation of the Borrowers to repay such Advances in accordance with the terms of this Agreement and shall not cause the Borrowers to incur as of the date of the exercise of such option any greater liability than it shall then have under Section  2.10 or Section  2.14 .

(B)    The failure of any Lender to make the Term Loan or Revolving Advance to be made by it as part of any Term Loan Borrowing or Revolving Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Term Loan or Revolving Advance on the date of such Term Loan Borrowing or Revolving Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Term Loan or Revolving Advance to be made by such other Lender on the date of any Term Loan Borrowing or Revolving Borrowing.

(C)    Any Incremental Term Loans shall be borrowed pursuant to, and in accordance with, Section 2.04(d) .

(ii)    Anything in subsection (i) above to the contrary notwithstanding,

(A)    if any Lender shall, at least one Business Day before the date of any requested Term Loan Borrowing or Revolving Borrowing comprised of Eurodollar Rate Advances, notify the Administrative Agent (with a copy to the applicable Borrower) that the introduction of or any change in or in the interpretation of any law or regulation by any court, authority or agency, or any other governmental, judicial or regulatory body, makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for such Lender or its Eurodollar Lending Office to perform its obligations