Exhibit 10.1

  

  

  

  

  

  

  

  
    FIRST AMENDMENT TO CREDIT AGREEMENT

    

    

    FIRST AMENDMENT TO CREDIT AGREEMENT dated as of December 20, 2019 (this “Agreement”), among Olin Corporation, a Virginia corporation (the “Borrower”), Blue Cube
      Spinco LLC, a Delaware limited liability company (the “Guarantor” and collectively with the Borrower, the “Loan Parties”), the Lenders referred to below who have delivered signature pages hereto 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 the Credit Agreement dated as of July 16, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to
      the date hereof, the “Existing Credit Agreement”), by and among the Loan Parties, the lenders party thereto (the “Lenders”) and the Administrative Agent, the Lenders have extended, and have agreed to extend, credit to the Borrower.  The
      Existing Credit Agreement as amended by this Agreement is hereinafter referred to as the “Credit Agreement”.

    

    

    B.          The Loan Parties have requested, and subject to the terms and conditions set forth herein, the Lenders party hereto have agreed, to amend the Existing Credit
      Agreement as set forth herein.

    

    

    C.          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 First Amendment Effective Date (as defined below):

    

    

    (a)          Section 1.01 of the Existing Credit Agreement is hereby amended by restating the definitions of “Applicable Margin”, “Consolidated EBITDA” and “Consolidated
      Interest Expense” in their entirety as follows:

    

    

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

    

    

    (a)          At all times while an Investment Grade Rating Period is not in effect:

    

    

    	
            Pricing Level 

              

          	
            Consolidated Net 

            Leverage Ratio 

              

          	
            Applicable Margin

          	
            Commitment/ 

            Ticking Fee Rate

          
	
            Eurodollar Rate

          	
            Base Rate

          
	
            I

          	
            ≤ 1.50:1.00

          	
            1.125%

          	
            0.125%

          	
            0.175%

          
	
            II

          	
            > 1.50:1.00 but ≤ 

            2.50:1.00

          	
            1.375%

          	
            0.375%

          	
            0.200%

          
	
            III

          	
            > 2.50:1.00 but ≤ 

            3.50:1.00

          	
            1.625%

          	
            0.625%

          	
            0.250%

          
	
            IV

          	
            > 3.50:1.00 but ≤ 

            4.00:1.00

          	
            1.875%

          	
            0.875%

          	
            0.300%

          
	
            V

          	
            > 4.00:1.00

          	
            2.125%

          	
            1.125%

          	
            0.350%

          


    

    

    
      
        


    

    
    

    

    (b)          At all times while an Investment Grade Rating Period is in effect:

    

    

    	
            Pricing Level

          	
            Debt Ratings

            (S&P/Moody’s/Fitch)

          	
            Applicable Margin

          	
            Commitment/ 

            Ticking Fee Rate

          
	
            Eurodollar Rate

          	
            Base Rate

          
	
            I

          	
            A- / A3 / A- or higher

          	
            1.000%

          	
            0.000%

          	
            0.100%

          
	
            II

          	
            BBB+ / Baa1 / BBB+

          	
            1.125%

          	
            0.125%

          	
            0.125%

          
	
            III

          	
            BBB / Baa2 / BBB

          	
            1.250%

          	
            0.250%

          	
            0.150%

          
	
            IV

          	
            BBB- / Baa3 / BBB-

          	
            1.375%

          	
            0.375%

          	
            0.200%

          


    

    

    provided that, at all times while an Investment Grade Rating Period is in effect, if the Debt Ratings fall within different levels:  (a) if only two Rating
      Agencies provide a rating, (i) if one rating is one level higher than the other rating, the Applicable Margin will be based on the higher Debt Rating (with the Debt Rating for Pricing Level I being the highest and the Debt Rating for Pricing Level IV
      being the lowest) and (ii) otherwise, the Applicable Margin will be based on the Debt Rating that is one level lower than the higher Debt Rating, (b) otherwise, (i) if two of the Debt Ratings are at the same level, the Applicable Margin will be based
      on such level and (ii) if each of the three ratings fall within different levels, then the Applicable Margin will be based on the Debt Rating that is in between the highest and lowest rating and (c) if no Debt Ratings exist or the Company fails to
      maintain an Investment Grade Rating from at least two of the Rating Agencies, then the Applicable Margin determination shall revert to the pricing grid based on the Consolidated Net Leverage Ratio set forth above.

    

    

    The Applicable Margin and the Commitment/Ticking Fee Rate shall be determined based on Level II of the pricing grid based on the Consolidated Net Leverage Ratio set
      forth above until the first calculation date following the receipt by the Administrative Agent of the financial information and related compliance certificate referred to in Section 5.01(i)(iv) for the fiscal quarter ending September 30,
      2019.  Thereafter, the Applicable Margin and the Commitment/Ticking Fee Rate shall be determined (x) at all times while an Investment Grade Rating Period is not in effect, based upon the calculation of the Consolidated Net Leverage Ratio for such
      Reference Period and adjusted (if necessary) upward or downward on the first day following delivery of the certificate referred to in Section 5.01(i)(iv) (provided that if the Company fails to provide the certificate when due as
      required by Section 5.01(i)(iv) for any Reference Period, Pricing Level V of the pricing grid based on the Consolidated Net Leverage Ratio set forth above shall apply until such time as such certificate is delivered, at which time the Pricing
      Level shall be determined by reference to the Consolidated Net Leverage Ratio as of the last day of the applicable Reference Period) or (y) at all times while an Investment Grade Rating Period is in effect, based on the Debt Rating at such time and
      adjusted (if necessary) upward or downward on the first day following the date of a publicly announced change in any Debt Rating, as applicable.

    

    

    “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:

    

    

    
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    (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 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)          any other non-cash charges,

    

    

    (h)          upon the Borrower or a Subsidiary assuming substantial control of the management and operation of the Lake City Army Ammunition Plant
      in Independence, Missouri (as determined by the Borrower in good faith) and only to the extent that the Borrower or a Subsidiary maintains such substantial control, Consolidated EBITDA shall be increased pursuant to this clause (h) by (w) for the
      Reference Period ending on September 30, 2020, $50,000,000, (x) for the Reference Period ending on December 31, 2020, $40,000,000, (y) for the Reference Period ending on March 31, 2021, $30,000,000 and (z) for the Reference Period ending on June 30,
      2021, $20,000,000; provided that for any Reference Period ending after June 30, 2021, no amounts pursuant to this clause (h) may be included, and

    

    

    (i)          in order to give pro forma effect to the new direct supply contract entered into with Shintech Inc. to provide vinyl chloride monomer
      and only to the extent that such new direct supply contract is in effect, Consolidated EBITDA shall be increased pursuant to this clause (i) by (w) for the Reference Period ending on December 31, 2020, $75,000,000, (x) for the Reference Period ending
      on March 31, 2021, $56,250,000, (y) for the Reference Period ending on June 30, 2021, $37,500,000 and (z) for the Reference Period ending on September 30, 2021, $18,750,000; provided that for any Reference Period ending after September 30,
      2021, no amounts pursuant to this clause (i) may be included,

    

    

    

    

    
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     minus, (i) any cash payments made during such period in respect of items described in clause (g) 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 Net 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 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, but excluding any premium or the write off of unamortized debt issuance costs, in each case paid or recognized solely in connection with the early extinguishment of the
      outstanding 9.75% Senior Notes due 2023 issued by Spinco and 10.00% Senior Notes due 2025 issued by Spinco), 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.

    

    

    (b)          Section 5.01 of the Existing Credit Agreement is hereby amended by amending and restating clauses (b) and (c) in their entirety as follows:

    

    

    (b)          Consolidated Net Leverage Ratio.  Maintain a Consolidated Net Leverage Ratio as of the last day of each Reference Period (commencing with
      the first fiscal quarter ending on or after the Closing Date) of not more than the ratio set forth below opposite such period:

    

    

    	
            Period

          	
            Consolidated Net 

            Leverage Ratio

          
	
            September 30, 2019 through and including December 31, 2019

          	
            4.00:1.00

          
	
            March 31, 2020 through and including September 30, 2020

          	
            4.75:1.00

          
	
            December 31, 2020 through and including June 30, 2021

          	
            4.50:1.00

          
	
            September 30, 2021 through and including December 31, 2021

          	
            4.25:1.00

          
	
            March 31, 2022 through and including June 30, 2022

          	
            4.00:1.00

          
	
            September 30, 2022 and thereafter

          	
            3.75:1.00

          


     

    

     

    

    
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    (c)          Consolidated Interest Coverage Ratio.  Maintain a Consolidated Interest Coverage Ratio for each Reference Period (commencing with the Reference Period that
      includes the first fiscal quarter ending after the Closing Date) of not less than the ratio set forth below opposite such period:

    

    

    	
            Period

          	
            Consolidated Interest 

            Coverage Ratio

          
	
            September 30, 2019 through and including December 31, 2019

          	
            3.50:1.00

          
	
            March 31, 2020 through and including December 31, 2020

          	
            2.50:1.00

          
	
            March 31, 2021 through and including June 30, 2021

          	
            3.00:1.00

          
	
            September 30, 2021 and thereafter

          	
            3.50:1.00

          


     

    

    SECTION 3.          Representations and Warranties. Effective on the First Amendment Effective Date, the Borrower represents and warrants to each of the Lenders and the
      Administrative Agent that:

    

    

    (a)          the execution, delivery and performance by each of the Borrower and the Guarantor of this Agreement (i) is within such Person’s corporate or other organizational
      powers, (ii) have been duly authorized by all necessary corporate or other organizational action and (iii) do not (x) contravene such Person’s charter, articles, by-laws or other organizational documents 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 Borrower 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 First 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 First 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 4.          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 “First Amendment Effective Date”):

    

    

    (a)          The Administrative Agent shall have received counterparts of this Agreement executed by the Loan Parties and the Majority Lenders;

    

    

    (b)          The Borrower shall have paid all fees and expenses payable to the Administrative Agent and the Lenders as separately agreed to with the Administrative Agent in
      connection with this Agreement; and

    

    

    
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    (c)          The representations and warranties in Section 3 of this Agreement shall be true and correct as of the First Amendment Effective Date.

    

    

    For purposes of determining compliance with the conditions specified in this Section 4, 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 First Amendment Effective Date specifying its objection thereto.

    

    

    SECTION 5.         Acknowledgement and Confirmation.  Each of the Loan Parties 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 Agreement shall constitute a Loan Document.

    

    

    SECTION 6.          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. Nothing herein shall be deemed to entitle any Loan Party 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 Loan Party under any Loan Document from any of its obligations and
      liabilities thereunder.

    

    

    SECTION 7.          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, mutatis mutandis.

    

    

    SECTION 8.          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 4 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 9.          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 10.       Costs and Expenses. The Borrower hereby reconfirms its obligations pursuant to Section 10.04(a) of the Existing Credit Agreement to pay and
      reimburse the Administrative Agent in accordance with the terms thereof.

    

    

    SECTION 11.         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.

    

    

    [Remainder of this page intentionally left blank]

     

    

    
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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.

    

    

    
      	 	
              OLIN CORPORATION

            	 
	 	 	 	 
	
              

              

            	
              By: 

            	/s/ Teresa M. Vermillion	 
	 	 	Name:	
              Teresa M. Vermillion

            	 
	 	 	Title:	
              Vice President and Treasurer

            	 
	 	 	 	 


    

    

    

    
      

      

      
        	 	
                
                  BLUE CUBE SPINCO LLC

                

              	 
	 	 	 	 
	
                

                

              	
                By: 

              	/s/ Teresa M. Vermillion	 
	 	 	Name:	
                Teresa M. Vermillion

              	 
	 	 	Title:	
                Vice President and Treasurer

              	 
	 	 	 	 


      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      
        First Amendment to Credit Agreement

        Olin Corporation

        Signature Page

      

    

    

    
      
        


    

    
      

      

      
        	 	
                
                  WELLS FARGO BANK, NATIONAL ASSOCIATION, 

                  as Administrative Agent and Lender

                

              	 
	 	 	 	 
	
                

                

              	
                By: 

              	 /s/ Nathan R. Rantala

              	 
	 	 	Name:	
                Nathan R. Rantala 

              	 
	 	 	Title:	
                Managing Director

                

              	 
	 	 	 	 


      

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    
      First Amendment to Credit Agreement

      Olin Corporation

      Signature Page

      

    

    

    
      
        


    

    
      
        

        

        
          	 	BANK OF AMERICA, N.A., as a Lender	 
	 	 	 	 
	
                  

                  

                	
                  By: 

                	 /s/ Jason Payne

                	 
	 	 	Name:	
                  Jason Payne 

                	 
	 	 	Title:	
                  Vice President

                  

                	 
	 	 	 	 


        

      

    

    

    

    

    

    

    

    

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      
        First Amendment to Credit Agreement

        Olin Corporation

        Signature Page

        

      

      

    

    

    
      
        


    

    
      
        

        

        
          	 	JPMORGAN CHASE BANK, N.A., as a Lender	 
	 	 	 	 
	
                  

                  

                	
                  By: 

                	 /s/ Krys Szremski

                	 
	 	 	Name:	
                  Krys Szremski 

                	 
	 	 	Title:	
                  Executive Director

                  

                	 
	 	 	 	 


        

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      
        First Amendment to Credit Agreement

        Olin Corporation

        Signature Page

        

      

    

    

    
      
        


    

    
      
        

        

        
          	 	
                  CITIBANK, N.A., as a Lender

                	 
	 	 	 	 
	
                  

                  

                	
                  By: 

                	 /s/ Millie Schild

                	 
	 	 	Name:	
                  Millie Schild 

                	 
	 	 	Title:	
                  Vice President

                  

                	 
	 	 	 	 


        

      

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    
      First Amendment to Credit Agreement

      Olin Corporation

      Signature Page

      

    

    

    
      
        


    

    
      
        

        

        
          	 	
                  SUMITOMO MITSUI BANKING CORPORATION, as a 

                  Lender

                	 
	 	 	 	 
	
                  

                  

                	
                  By: 

                	 /s/ Michael Maguire

                	 
	 	 	Name:	
                  Michael Maguire 

                	 
	 	 	Title:	
                  Executive Director

                  

                	 
	 	 	 	 


        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        
          First Amendment to Credit Agreement

          Olin Corporation

          Signature Page

          

        

      

    

    

    
      
        


    

    
      
        

        

        
          	 	
                  PNC BANK, NATIONAL ASSOCIATION, as a Lender

                	 
	 	 	 	 
	
                  

                  

                	
                  By: 

                	 /s/ Caleb A. Shapkoff

                	 
	 	 	Name:	 Caleb A. Shapkoff	 
	 	 	Title:	
                  Vice President

                  

                	 
	 	 	 	 


        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        
          First Amendment to Credit Agreement

          Olin Corporation

          Signature Page

          

        

      

    

    

    
      
        


    

    
      
        

        

        
          	 	
                  MUFG BANK, LTD., as a Lender

                	 
	 	 	 	 
	
                  

                  

                	
                  By: 

                	 /s/ Eric Hill

                	 
	 	 	Name:	
                  Eric Hill 

                	 
	 	 	Title:	
                  Authorized Signatory

                  

                	 
	 	 	 	 


        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        
          First Amendment to Credit Agreement

          Olin Corporation

          Signature Page

          

        

      

    

    

    
      
        


    

    
      
        

        

        
          	 	
                  ING BANK N.V., DUBLIN BRANCH, as a Lender

                	 
	 	 	 	 
	
                  

                  

                	
                  By: 

                	 /s/ Barry Fehily

                	 
	 	 	Name:	
                  Barry Fehily 

                	 
	 	 	Title:	
                  Managing Director

                  

                	 
	 	 	 	 


        

      

      

        
          

          

          
            	
                    

                    

                  	
                    By: 

                  	 /s/ Sean Hassett

                  	 
	 	 	Name:	
                    Sean Hassett

                    

                  	 
	 	 	Title:	
                    Director

                    

                  	 
	 	 	 	 


          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          
            First Amendment to Credit Agreement

            Olin Corporation

            Signature Page

            

          

        

      

    

    

    
      
        


    

    
      
        

        

        
          	 	
                  THE TORONTO-DOMINION BANK, as a Lender

                	 
	 	 	 	 
	
                  

                  

                	
                  By: 

                	 /s/ Tabish Anjum

                	 
	 	 	Name:	
                  Tabish Anjum 

                	 
	 	 	Title:	
                  Senior Analyst, National Accounts

                  

                	 
	 	 	 	 


        

        

        

      

      
        
          

          

          
            	
                    

                    

                  	
                    By: 

                  	 /s/ Cyrus Zahiri

                  	 
	 	 	Name:	
                    Cyrus Zahiri 

                  	 
	 	 	Title:	
                    Manager, Commercial Credit National Accounts

                    

                  	 
	 	 	 	 


          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          
            First Amendment to Credit Agreement

            Olin Corporation

            Signature Page

            

          

        

      

    

    

    
      
        


    

    
      
        

        

        
          	 	
                  INTESA SANPAOLO S.P.A. - NEW YORK BRANCH, 

                  as a Lender

                	 
	 	 	 	 
	
                  

                  

                	
                  By: 

                	 /s/ Alessandro Tolgo

                	 
	 	 	Name:	
                  Alessandro Tolgo

                  

                	 
	 	 	Title:	
                  Head of Corporate Desk

                  

                	 
	 	 	 	 


        

        

        

      

      
        
          

          

          
            	
                    

                    

                  	
                    By: 

                  	 /s/ William Denton

                  	 
	 	 	Name:	
                    William Denton

                    

                  	 
	 	 	Title:	
                    Global Relationship Manager

                    

                  	 
	 	 	 	 


          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          
            First Amendment to Credit Agreement

            Olin Corporation

            Signature Page

            

          

        

      

    

    

    
      
        


    

    
      
        

        

        
          	 	
                  BARCLAYS BANK PLC, as a Lender

                	 
	 	 	 	 
	
                  

                  

                	
                  By: 

                	 /s/ Sydney G. Dennis

                	 
	 	 	Name:	
                  Sydney G. Dennis

                  

                	 
	 	 	Title:	
                  Director

                  

                	 
	 	 	 	 


        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        
          First Amendment to Credit Agreement

          Olin Corporation

          Signature Page

          

        

      

    

    

    

    

    
      
        


    

    
      
        

        

        
          	 	
                  TRUIST BANK (f/k/a/ BRANCH BANKING AND TRUST COMPANY), as a Lender

                	 
	 	 	 	 
	
                  

                  

                	
                  By: 

                	 /s/ Trevor H. Williams

                	 
	 	 	Name:	Trevor H. Williams	 
	 	 	Title:	
                  Vice President

                  

                	 
	 	 	 	 


        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

          
            First Amendment to Credit Agreement

            Olin Corporation

            Signature Page

            

          

          

        

      

    

    

    
      
        


    

    
      
        

        

        
          	 	
                  THE NORTHERN TRUST COMPANY, as a Lender

                	 
	 	 	 	 
	
                  

                  

                	
                  By: 

                	 /s/ Wicks Barkhausen

                	 
	 	 	Name:	
                  Wicks Barkhausen

                  

                	 
	 	 	Title:	
                  Senior Vice President

                  

                	 
	 	 	 	 


        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        
          First Amendment to Credit Agreement

          Olin Corporation

          Signature Page

          

        

      

    

    

    
      
        


    

    
      
        

        

        
          	 	
                  U.S. BANK NATIONAL ASSOCIATION, as a Lender

                	 
	 	 	 	 
	
                  

                  

                	
                  By: 

                	 /s/ Marty McDonald

                	 
	 	 	Name:	
                  Marty McDonald

                  

                	 
	 	 	Title:	
                  Vice President

                  

                	 
	 	 	 	 


        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        
          First Amendment to Credit Agreement

          Olin Corporation

          Signature Page