Change of Control Repurchase Event
means the occurrence of a Change of
Control and a Below Investment Grade Rating Event.
Commission
means the Securities and Exchange Commission.
Company
means Olin Corporation and any successor thereto.
Consolidated Net Tangible Assets
means the total amount of our consolidated assets after deducting therefrom (i) all
current liabilities, excluding any thereof which are by their terms extendible or renewable at the option of the obligor thereon to a time more than 12 months after the time as of which the amount thereof is being computed and (ii) unamortized
Debt discount and expense, goodwill, trademarks, brand names, patents and other intangible assets, all as shown on our latest audited consolidated financial statements at the time of the determination.
Credit Agreement
means that certain Amended and Restated Credit Agreement dated as of October 5, 2015 (as further
amended, amended and restated, supplemented or otherwise modified, refinanced or replaced from time to time, including by the Second Amendment Agreement dated as of March 9, 2017), among the Company, Blue Cube Spinco LLC, Olin Canada ULC, the
lenders thereunder and Wells Fargo Bank, National Association, as administrative agent, including any related notes, guarantees, instruments and agreements executed in connection therewith (in each case as further amended, amended and restated,
supplemented or otherwise modified, refinanced or replaced from time to time).
Debt
means any notes, bonds, debentures
or other similar evidences of indebtedness for money borrowed, issued, assumed or guaranteed by us.
Default
means any
event that is, or after notice or passage of time, or both, would be, an Event of Default.
Equity Offering
means any
public or private sale of common stock of the Company, other than (1) public offerings of common stock of the Company registered on Form S-8 (or any successor form) and (2) issuances of any such stock to a Subsidiary.
Exchange Act
means the Securities Exchange Act of 1934, as amended.
Guarantor
means any Subsidiary of the Company that executes a Note Guarantee in respect of the Notes in accordance with the
provisions of the Indenture.
Holder
means a Person in whose name a Note is registered in the security register.
Investment Grade
means a rating of Baa3 or better by Moodys (or its equivalent under any successor rating categories
of Moodys) and BBB- or better by S&P (or its equivalent under any successor rating categories of S&P) (or, in each case, if such Rating Agency ceases to rate the Notes for reasons outside of our control, the equivalent investment grade
credit rating from any Rating Agency selected by us as a replacement Rating Agency).
Issue Date
means January 19,
2018.
Legal Holiday
means a Saturday, a Sunday or a day on which banking institutions are not required by law,
regulation or executive order to be open in the State of New York.
Moodys
means Moodys Investors Services,
Inc. and any successor to its rating agency business.
Mortgage
means any mortgage, lien, pledge or other encumbrance
issued, assumed or guaranteed by us.
Note Guarantee
means any guarantee in respect of the Notes that may from time to
time be entered into by a Subsidiary of the Company after the Issue Date in accordance with the provisions of the Indenture.
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