EX-4.1



 Exhibit 4.1 

FORWARD PURCHASE AGREEMENT (2017) 

by and among 
 OLIN CORPORATION

 as Borrower 
 and 

THE LENDERS PARTY HERETO 
 and

 PNC BANK, NATIONAL ASSOCIATION 

as Administrative Agent 
 and 

PNC CAPITAL MARKETS LLC 
 as Lead
Arranger and Sole Bookrunner 
 Dated as of March 9, 2017 
  







 FORWARD PURCHASE AGREEMENT (2017) 

THIS FORWARD PURCHASE AGREEMENT (2017) (the “Agreement”) is dated as of March 9, 2017, and is made by and among OLIN
CORPORATION, a Virginia corporation (the “Borrower”), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under the hereinafter defined Funding Agreement
(hereinafter referred to in such capacity as the “Administrative Agent”). 
 R E C I T A L S: 

A.    The Industrial Development Authority of Washington County, an Alabama public corporation (the “AL
Issuer”), issued and sold its Gulf Opportunity Revenue Bonds (Olin Corporation Project), Series 2010A in the aggregate principal amount of $50,000,000 (the “AL-A Bonds”) and its
Recovery Zone Facility Revenue Bonds (Olin Corporation Project), Series 2010B in the aggregate principal amount of $20,000,000 (the “AL-B Bonds” and together with the AL-A Bonds, the “AL Bonds”). 
 B.    The AL Issuer loaned the
proceeds of the AL Bonds to the Borrower (the “AL Loan”), and the Borrower is obligated to repay the AL Loan, pursuant to the Loan Agreement dated as of October 1, 2010 between the Issuer and the Borrower (the “AL Loan
Agreement”). 
 C.    To evidence the Borrower’s obligation to repay the AL Loan, the Borrower has
executed and delivered promissory notes of the Borrower to the AL Issuer (the “AL Bond Notes”), which have been assigned to the Administrative Agent for the ratable benefit of the Lenders. 

D.    The Borrower requested that the Lenders purchase the AL Bonds. 

E.    Pursuant to the Borrower’s request, the Lenders agreed to purchase the AL Bonds up to each Lender’s Bond
Purchase Commitment (as defined in the hereinafter defined Original Funding Agreement) under the terms and conditions set forth in the Funding and Credit Agreement dated as of October 14, 2010 by and among the Borrower, the Lenders and the
Administrative Agent (the “Original Funding Agreement”). 
 F.    The Mississippi Business Finance
Corporation, a public corporation organized and existing under the laws of the State of Mississippi (the “MS Issuer”) issued and sold its Recovery Zone Facility Revenue Bonds (Olin Corporation Project), Series 2010 in the aggregate
principal amount of $42,000,000 (the “MS Bonds”). 
 G.    The MS Issuer loaned the proceeds of the MS
Bonds to the Borrower (the “MS Loan”), and the Borrower is obligated to repay the MS Loan, pursuant to the Loan Agreement dated as of December 1, 2010 between the MS Issuer and the Borrower (the “MS Loan
Agreement”). 
 H.    To evidence the Borrower’s obligation to repay the MS Loan, the Borrower executed
and delivered a promissory note of the Borrower to the MS Issuer (the “MS Bond Note”), which has been assigned to the Administrative Agent for the ratable benefit of the Lenders. 







 I.    The Borrower requested that the Lenders purchase the MS Bonds. 

J.    Pursuant to the Borrower’s request, the Lenders agreed to purchase the MS Bonds up to each Lender’s Bond
Purchase Commitment under the terms and conditions set forth in the Amended and Restated Funding and Credit Agreement dated as of December 9, 2010, by and among the Borrower, the Lenders and the Administrative Agent, as supplemented and amended
to date (the “Funding Agreement”), which amended and restated the Original Funding Agreement in its entirety. 

K.    The Industrial Development Board of the County of Bradley and the City of Cleveland, Tennessee, a Tennessee public
corporation (the “TN Issuer” and together with the AL Issuer and the MS Issuer, the “Issuers” and individually, an “Issuer”), issued and sold its Recovery Zone Facility Revenue Bonds (Olin
Corporation Project), Series 2010 in the aggregate principal amount of $41,000,000 (the “TN Bonds” and together with the AL Bonds and the MS Bonds, the “Bonds”). 

L.    The TN Issuer loaned the proceeds of the TN Bonds to the Borrower (the “TN Loan” and together with
the AL Loan and the MS Loan, the “Loan”), and the Borrower is obligated to repay the TN Loan, pursuant to the Loan Agreement dated as of December 27, 2010 between the TN Issuer and the Borrower (the “TN Loan
Agreement”). 
 M.    To evidence the Borrower’s obligation to repay the TN Loan, the Borrower executed
and delivered a promissory note of the Borrower to the TN Issuer (the “TN Bond Note” and together with the AL Bond Notes and the MS Bond Note, the “Bond Notes”), which has been assigned to the Administrative Agent
for the ratable benefit of the Lenders. 
 N.    The Borrower requested that the Lenders purchased the TN Bonds. 

O.    Pursuant to the Borrower’s request, the Lenders purchased the TN Bonds and increased the Lender’s Bond
Purchase Commitment under the terms and conditions set forth in the Funding Agreement. 
 P.    Pursuant to the terms of
the Indentures (as defined in the Funding Agreement) and the terms of the Funding Agreement, the Lenders agreed to hold the Bonds until the Business Day immediately succeeding the conclusion of the Initial Direct Purchase Rate Period
(November 1, 2015) (the “Initial Purchase Date”) at which time the Lenders were permitted to elect to tender the Bonds for purchase by the Borrower. 

Q.    In connection with the initial purchase of the Bonds, the Lenders provided notice pursuant to the provisions of the
Indentures and the Funding Agreement for the Bonds to be purchased by the Borrower on the Initial Purchase Date. 

R.    Pursuant to the terms of the Indentures, the terms of the Funding Agreement and the terms of a Forward Purchase
Agreement dated as of April 27, 2012, by and among the Borrower, the Lenders and the Administrative Agent (the “2012 Original Forward Purchase  

  
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Agreement”), the Lenders agreed to repurchase the Bonds on November 1, 2015 and to hold the Bonds until the Business Day immediately succeeding the conclusion of a new Direct
Purchase Period commencing on November 1, 2015 through and including October 31, 2016 (the “Original Second Direct Purchase Rate Period”), at which time the Lenders were permitted to elect to tender the Bonds for purchase
by the Borrower on November 1, 2016 (the “Original Second Purchase Date”). 
 S.    In connection
with the execution and delivery of the 2012 Original Forward Purchase Agreement, the Lenders provided notice pursuant to the provisions of the Indentures and the Funding Agreement for the Bonds to be purchased on the Original Second Purchase Date
(November 1, 2016). 
 T.    Pursuant to the terms of an Amended and Restated Forward Purchase Agreement dated as of
June 23, 2014, by and among the Borrower, the Lenders and the Administrative Agent (the “2012 Amended and Restated Forward Purchase Agreement”), the Lenders agreed to amend the Original Second Direct Purchase Rate Period to a
period commencing on November 1, 2015 through and including May 31, 2019 (the “Revised Second Direct Purchase Rate Period”) at which time the Lenders were permitted to elect to tender the Bonds for purchase by the Borrower
on June 1, 2019 (the “Revised Second Purchase Date”). 
 U.    In connection with the execution
and delivery of the 2012 Amended and Restated Forward Purchase Agreement, the Lenders provided notice pursuant to the provisions of the Indentures and the Funding Agreement for the Bonds to be purchased on the Revised Second Purchase Date (June 1,
2019). 
 V.    Subject to the conditions and terms set forth in this Agreement, the Lenders agree to repurchase the
Bonds on the Revised Second Purchase Date (June 1, 2019) for a new Direct Purchase Rate Period commencing on June 1, 2019 through and including May 31, 2022 (the “Third Direct Purchase Rate Period”) at which time the Bonds
shall be subject to optional tender pursuant to the terms of the Indentures on June 1, 2022 (the “Third Purchase Date”). 

NOW THEREFORE, in consideration of the premises, and the mutual covenants and agreements set forth herein, the parties agree as follows: 

 

	1.	DEFINITIONS. 

 1.1.    Defined Terms. For the purposes
of this Agreement, capitalized words and phrases have the meanings as set forth in the Funding Agreement. 
  

	2.	COMMITMENT OF THE BANK. 

 2.1    Purchase of Bonds.
Subject to the terms and conditions of this Agreement, the Lenders agree to purchase the Bonds on the Revised Second Purchase Date (June 1, 2019) in accordance with the following terms: 

 

			
	Purchase Price:	  	The aggregate outstanding principal amount of the Bonds (each Lender to purchase a percentage of Bonds equal to the percentage of its Bond Purchase Commitment).


  
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	Interest Rate:	  	The Bonds shall bear interest at the Direct Purchase Rate.
		
	Interest Period:	  	The Direct Purchase Rate Period, as referred to in the Indentures, shall be from June 1, 2019 to and including May 31, 2022.
		
	Optional Tender:	  	The Bonds shall be subject to optional tender on June 1, 2022 consistent with the optional tender provisions set forth in Section 2.03 of the Funding Agreement.

 2.2    Election of Optional Tender. Upon the purchase of the Bonds on the Revised
Second Purchase Date, subject to the satisfaction of the conditions to purchase set forth herein, the Lenders hereby elect to tender the Bonds for optional tender on June 1, 2022 consistent with the provisions set forth in Section 2.03 of
the Funding Agreement. 
 2.3    Acknowledgement of Election of Optional Tender. By execution and delivery of
this Agreement, in the event the Lenders purchase the Bonds on the Revised Second Purchase Date, the Borrower acknowledges election by the Lenders to optionally tender the Bonds on June 1, 2022. 

 

	3.	CONDITIONS OF PURCHASE OF BONDS. 

 3.1.    Conditions of
Purchase of Bonds. Notwithstanding any other provision of this Agreement, the Lenders shall not be required to purchase the Bonds on the Revised Second Purchase Date, unless each of the following conditions has been satisfied. 

 

	 	3.1.1.	The Borrower has executed and delivered an amendment to the Funding Agreement memorializing the terms set forth in Section 2.1 above. 


 

	 	3.1.2.	The Borrower has delivered certificates certifying that the representations and warranties set forth in the Funding Agreement and each other document executed in connection with the issuance of the Bonds are true and
correct as of the Revised Second Purchase Date and confirming that no Event of Default has occurred and is continuing. 

  

	 	3.1.3.	A certificate of the Remarketing Agent (as defined in the Indentures) certifying that the Direct Purchase Rate is the lowest rate possible to sell the Bonds at 100% of the purchase price thereof. 


 

	 	3.1.4.	An opinion of bond counsel that the purchase of the Bonds on the Revised Second Purchase Date does not adversely affect the tax exempt status of the Bonds. 


 

	 	3.1.5.	No Event of Default has occurred and is continuing. 


  
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	4.	MISCELLANEOUS. 

 4.1.    Binding Effect. This
Agreement shall become effective upon execution by the Borrower, the Lenders and the Administrative Agent. 

4.2.    Governing Law. This Agreement shall be delivered and accepted in and shall be deemed to be contracts made
under and governed by the internal laws of the State of New York (but giving effect to federal laws applicable to national banks) applicable to contracts made and to be performed entirely within such state, without regard to conflict of laws
principles. 
 4.3.    Enforceability. Wherever possible, each provision of this Agreement shall be interpreted
in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by, unenforceable or invalid under any jurisdiction, such provision shall as to such jurisdiction, be severable and be
ineffective to the extent of such prohibition or invalidity, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. 

4.4.    Time of Essence. Time is of the essence in making payments of all amounts due the Lenders and the
Administrative Agent under this Agreement and in the performance and observance by the Borrower of each covenant, agreement, provision and term of this Agreement. 

4.5.    Counterparts; Facsimile Signatures. This Agreement may be executed in any number of counterparts and by the
different parties hereto on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Agreement. Receipt of an executed signature page to this
Agreement by facsimile or other electronic transmission shall constitute effective delivery thereof. Electronic records of executed signature pages maintained by the Administrative Agent shall deemed to be originals thereof. 

[SIGNATURE PAGE FOLLOWS] 

  
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 [SIGNATURE PAGE TO FORWARD PURCHASE AGREEMENT (2017)] 

IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have executed this Agreement as of the day and year first
above written. 
  

									
	OLIN CORPORATION	 		 	PNC BANK, NATIONAL ASSOCIATION,
		 		 		 	Individually and as Administrative Agent
					
	By:	 	 /s/ John E. Fischer
	 		 	By:	 	 /s/ Caleb A. Shapkoff

	Name:	 	 John E. Fischer
	 		 	Name:	 	 Caleb A. Shapkoff

	Title:	 	 Chief Executive Officer
	 		 	Title:	 	 Vice President

			
	WELLS FARGO BANK, N.A.	 		 	BANK OF AMERICA, N.A.
					
	By:	 	 /s/ Daniel R. Van Aken
	 		 	By:	 	 /s/ Eric A. Escagne

	Name:	 	 Daniel R. Van Aken
	 		 	Name:	 	 Eric A. Escagne

	Title:	 	 Managing Director
	 		 	Title:	 	 Senior Vice President

			
	THE NORTHERN TRUST COMPANY	 		 	BRANCH BANKING AND TRUST COMPANY
					
	By:	 	 /s/ John Lascody
	 		 	By:	 	 /s/ John Malloy

	Name:	 	 John Lascody
	 		 	Name:	 	 John Malloy

	Title:	 	 Vice President
	 		 	Title:	 	 Senior Vice President

				
		 		 		 	BOKF, N.A., d/b/a
		 		 		 	BANK OF OKLAHOMA
					
		 		 		 	By:	 	 /s/ Jane Faulkenberry

		 		 		 	Name:	 	 Jane Faulkenberry

		 		 		 	Title:	 	 Senior Vice President



  
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