Olin
Annual Report 2016

Plain-text annual report

OLIN CORP FORM 10-K (Annual Report) Filed 02/28/17 for the Period Ending 12/31/16 Address OLIN CORP 190 CARONDELET PLAZA SUITE 1530 CLAYTON, MO 63105 3144801400 0000074303 Telephone CIK Symbol OLN SIC Code 2800 - Chemicals & Allied Products Industry Commodity Chemicals Sector Fiscal Year Basic Materials 12/31 http://www.edgar-online.com © Copyright 2017, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549Form 10-K (Mark One)xxANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016OR¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-1070OLIN CORPORATION(Exact name of registrant as specified in its charter)Virginia13-1872319(State or other jurisdiction ofincorporation or organization)(I.R.S. Employer Identification No.)190 Carondelet Plaza, Suite 1530, Clayton, MO(Address of principal executive offices)63105(Zip code)Registrant’s telephone number, including area code: (314) 480-1400Securities registered pursuant to Section 12(b) of the Act:Title of each className of each exchange on which registeredCommon Stock,par value $1 per shareNew York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ¨ No xIndicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes x No ¨Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post suchfiles). Yes x No ¨Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best ofregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. xIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of“large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large Accelerated Filer x Accelerated Filer ¨ Non-accelerated Filer ¨ Smaller Reporting Company ¨Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ¨ No xAs of June 30, 2016 , the aggregate market value of registrant’s common stock, par value $1 per share, held by non-affiliates of registrant was approximately$4,062,589,377 based on the closing sale price as reported on the New York Stock Exchange.As of January 31, 2017 , 165,430,330 shares of the registrant’s common stock were outstanding.DOCUMENTS INCORPORATED BY REFERENCEPortions of the following document are incorporated by reference in this Form 10-Kas indicated herein:DocumentPart of 10-K into which incorporatedProxy Statement relating to Olin’s Annual Meeting of Shareholdersto be held in 2017Part III1PART IItem 1. BUSINESSGENERALOlin Corporation (Olin) is a Virginia corporation, incorporated in 1892, having its principal executive offices in Clayton, MO. We are a manufacturerconcentrated in three business segments: Chlor Alkali Products and Vinyls, Epoxy and Winchester. The Chlor Alkali Products and Vinyls segment manufacturesand sells chlorine and caustic soda, ethylene dichloride and vinyl chloride monomer, methyl chloride, methylene chloride, chloroform, carbon tetrachloride,perchloroethylene, trichloroethylene and vinylidene chloride, hydrochloric acid, hydrogen, bleach products and potassium hydroxide, which represent 54% of 2016sales. The Epoxy segment produces and sells a full range of epoxy materials, including allyl chloride, epichlorohydrin, liquid epoxy resins and downstreamproducts such as converted epoxy resins and additives, which represent 33% of 2016 sales. The Winchester segment produces and sells sporting ammunition,reloading components, small caliber military ammunition and components, and industrial cartridges, which represent 13% of 2016 sales. See our discussion of oursegment disclosures contained in Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”On October 5, 2015 (the Closing Date), we acquired from The Dow Chemical Company (TDCC) its U.S. Chlor Alkali and Vinyl, Global ChlorinatedOrganics and Global Epoxy businesses (collectively, the Acquired Business) using a Reverse Morris Trust Structure (collectively, the Acquisition). The AcquiredBusiness’s operating results are included in the accompanying financial statements since the Closing Date of the Acquisition. For segment reporting purposes, theAcquired Business’s Global Epoxy operating results comprise the Epoxy segment and U.S. Chlor Alkali and Vinyl and Global Chlorinated Organics (AcquiredChlor Alkali Business) operating results combined with our former Chlor Alkali Products and Chemical Distribution segments to comprise the Chlor AlkaliProducts and Vinyls segment.GOVERNANCEWe maintain an Internet website at www.olin.com . Our reports on Form 10-K, Form 10-Q and Form 8-K, as well as amendments to those reports, areavailable free of charge on our website, as soon as reasonably practicable after we file the reports with the Securities and Exchange Commission(SEC). Additionally, a copy of our SEC filings can be accessed from the SEC at their Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 or bycalling that office of the SEC at 1-800-SEC-0330. Also, a copy of our electronically filed materials can be obtained at www.sec.gov . Our Principles of CorporateGovernance, Committee Charters and Code of Conduct are available on our website at www.olin.com in the Governance Section under Governance Documentsand Committees.In May 2016 , our Chief Executive Officer executed the annual Section 303A.12(a) CEO Certification required by the New York Stock Exchange (NYSE),certifying that he was not aware of any violation of the NYSE’s corporate governance listing standards by us. Additionally, our Chief Executive Officer and ChiefFinancial Officer executed the required Sarbanes-Oxley Act of 2002 (SOX) Sections 302 and 906 certifications relating to this Annual Report on Form 10-K,which are filed with the SEC as exhibits to this Annual Report on Form 10-K.PRODUCTS, SERVICES AND STRATEGIESChlor Alkali Products and VinylsProducts and ServicesWe have been involved in the chlor alkali industry for more than 120 years and are a major participant in the global chlor alkali industry. Chlorine, causticsoda and hydrogen are co-produced commercially by the electrolysis of salt. These co-produced products are produced simultaneously, and in a fixed ratio of 1.0ton of chlorine to 1.1 tons of caustic soda and 0.03 tons of hydrogen. The industry refers to this as an Electrochemical Unit or ECU. With a demonstrated capacityof 5.8 million ECUs as of the end of 2016 , we have the largest global chlor alkali capacity, according to data from IHS, Inc. (IHS). IHS is a global informationconsulting company established in 1959 that provides information to a variety of industries.2Chlorine is used as a raw material in the production of thousands of products, including vinyls, urethanes, epoxy, water treatment chemicals and a variety ofother organic and inorganic chemicals. A significant portion of chlorine production is consumed in the manufacture of ethylene dichloride (EDC) and vinylchloride monomer (VCM), both of which Chlor Alkali Products and Vinyls produces. A large portion of our EDC production is utilized in the production of VCM,but we are also one of the largest global participants in merchant EDC sales. EDC and VCM are precursors for polyvinyl chloride, or PVC. PVC is a plastic used inapplications such as vinyl siding, pipe, pipe fittings and automotive parts.Our Chlor Alkali Products and Vinyls segment is one of the largest global marketers of caustic soda, including caustic soda produced by TDCC in Brazil.The off-take arrangement with TDCC in Brazil entitles the Chlor Alkali Products and Vinyls segment the right to market and sell the caustic soda produced atTDCC’s Aratu, Brazil site. The diversity of caustic sourcing allows us to cost effectively supply customers worldwide. Caustic soda has a wide variety of end-useapplications, the largest of which include water treatment, alumina, pulp and paper, urethanes, detergents and soaps and a variety of other organic and inorganicchemicals.Our Chlor Alkali Products and Vinyls segment also includes the acquired chlorinated organics business which is the largest global producer of chlorinatedorganic products that include chloromethanes (methyl chloride, methylene chloride, chloroform and carbon tetrachloride) and chloroethenes (perchloroethylene,trichloroethylene, and vinylidene chloride). Chlorinated organics participates in both the solvent segment, as well as the intermediate segment of the globalchlorocarbon industry with a focus on sustainable applications and in applications where we can benefit from our cost advantages. Intermediate products are usedas feedstocks in the production of fluoropolymers, fluorocarbon refrigerants and blowing agents, silicones, cellulosics and agricultural chemicals. Solvent productsare sold into end uses such as surface preparation, dry cleaning, pharmaceuticals and regeneration of refining catalysts. This business’s unique technology allows usto utilize both hydrochloric acid and chlorinated hydrocarbon byproducts (RCl), produced by our other production processes, as raw materials in an integratedsystem. These manufacturing facilities also consume chlorine, which generates caustic soda production and sales.We also manufacture and sell other chlor alkali-related products, including hydrochloric acid, sodium hypochlorite (bleach) and potassium hyrdroxide,which we refer to as co-products. The production of co-products, chlorinated organics and epoxy generally consume chlorine as a raw material creatingdownstream applications that upgrade the value of chlorine and enable caustic soda production. As industry leaders in chlorinated organics and epoxy resins, theaddition of the Acquired Business creates integrated outlets for our captive chlorine. With the addition of the Acquired Business, we have increased thediversification of our high value outlets for chlorine from three to nineteen.The Chlor Alkali Products and Vinyls segment’s products are delivered by pipeline, marine vessel, deep-water and coastal barge, railcar and truck. Ourchemical distribution infrastructure provides us with geographically advantaged storage capacity and provides us with a private fleet of trucks, tankers and trailersthat expands our geographic coverage and enhance our service capabilities. At our largest integrated product sites, our deep-water access enables us to reach globalmarkets.Our Chlor Alkali Products and Vinyls segment maintains strong relationships with TDCC as both a customer and supplier. These relationships aremaintained through long-term cost based contracts that provide us with a reliable supply of key raw materials and predictable and consistent demand for our enduse products. Key products sold to TDCC include chlorine, cell effluent, chlorinated organics and VCM. Key raw materials received from TDCC include ethyleneand electricity. Ethylene is supplied for the vinyl business under a long-term supply arrangement with TDCC whereby we receive ethylene at integrated producereconomics.Electricity, salt and ethylene are the major purchased raw materials for our Chlor Alkali Products and Vinyls segment. Electricity is the single largest rawmaterial component in the production of chlor alkali vinyl products. Approximately 76% of our electricity is generated from natural gas or hydroelectricsources. Approximately 85% of our salt requirements are met by internal supply. The high volume nature of this industry places an emphasis on cost managementand we believe that our scale, integration and raw material positions make us one of the low cost producers in the industry.3The following table lists products and services of our Chlor Alkali Products and Vinyls segment, with principal products on the basis of annual saleshighlighted in bold face.Products & Services Major End Uses Plants & Facilities Major Raw Materials &Components forProducts/ServicesChlorine/caustic soda Pulp & paper processing, chemical manufacturing, waterpurification, manufacture of vinyl chloride, bleach, swimmingpool chemicals and urethane chemicals Becancour, CanadaCharleston, TNFreeport, TXMcIntosh, ALNiagara Falls, NYPlaquemine, LASt. Gabriel, LA salt, electricity Ethylene dichloride/vinyl chloride monomer Precursor to polyvinyl chloride used in vinyl siding, plumbingand automotive parts Freeport, TXPlaquemine, LA chlorine, ethylene Chlorinated organicsintermediates Used as feedstocks in the production of fluoropolymers,fluorocarbon refrigerants and blowing agents, silicones,cellulosics and agricultural chemicals Freeport, TXPlaquemine, LAStade, Germany chlorine, ethylene dichloride,hydrochloric acid, methanol, RCls Chlorinated organicssolvents Surface preparation, dry cleaning, pharmaceuticals andregeneration of refining catalysts Freeport, TXPlaquemine, LAStade, Germany chlorine, ethylene dichloride,hydrochloric acid, RCls Sodium hypochlorite(bleach) Household cleaners, laundry bleaching, swimming poolsanitizers, semiconductors, water treatment, textiles, pulp &paper and food processing Augusta, GABecancour, CanadaCharleston, TNHenderson, NVLemont, ILMcIntosh, AL*Niagara Falls, NY*Santa Fe Springs, CATracy, CA caustic soda, chlorine Hydrochloric acid Steel, oil & gas, plastics, organic chemical synthesis, water &wastewater treatment, brine treatment, artificial sweeteners,pharmaceuticals, food processing and ore & mineralprocessing Becancour, CanadaCharleston, TNMcIntosh, ALNiagara Falls, NY chlorine, hydrogen Potassium hydroxide Fertilizer manufacturing, soaps, detergents & cleaners, batterymanufacturing, food processing chemicals and deicers Charleston, TN electricity, potassium chloride Hydrogen Fuel source, hydrogen peroxide and hydrochloric acid Becancour, CanadaCharleston, TNFreeport, TXMcIntosh, ALNiagara Falls, NYPlaquemine, LASt. Gabriel, LA electricity, salt* Includes low salt, high strength bleach manufacturing.StrategiesStrengthen Our Role as Preferred Supplier in North America. Take maximum advantage of our world-scale integrated facilities on the U.S. Gulf Coast, ourgeographically-advantaged plants across North America and our extensive distribution network to provide a reliable and preferred supply position to our NorthAmerican customers.Capitalize on Our Low Cost Position. Our advantaged cost position is derived from shale gas, scale, integration, and deep-water ports. We expect tomaximize our low cost position to export caustic soda, chlorinated organics and EDC to customers worldwide.4Optimize the Breadth of Products and Pursue Incremental Expansion Opportunities. Fully utilize the portfolio of co-products and integrated derivatives tocontinually upgrade chlorine and caustic soda to the highest value applications and provide expansion opportunities.EpoxyProducts and ServicesWith the addition of the Acquired Business, we acquired TDCC’s Global Epoxy business. The Epoxy business was one of the first major manufacturers ofepoxy products, and has continued to build on a half a century of history through product innovation and technical excellence. According to data from IHS, theEpoxy segment is one of the largest fully integrated global producers of epoxy resins, curing agents and intermediates. The Epoxy segment has a favorablemanufacturing cost position which is driven by a combination of scale and integration into low cost feedstocks (including chlorine, caustic soda, allylics andaromatics). The Epoxy segment produces and sells a full range of epoxy materials, including upstream products such as allyl chloride (Allyl) and epichlorohydrin(EPI), midstream products such as liquid epoxy resins (LER), and downstream products such as converted epoxy resins (CER) and additives.The Epoxy segment serves a diverse array of applications, including wind energy, electrical laminates, marine coatings, consumer goods and composites, aswell as numerous applications in civil engineering and protective coating. The Epoxy segment has important relationships with established customers, some ofwhich span decades. Geographically, the Epoxy segment’s primary markets are North America and Western Europe. The segment’s product is delivered primarilyby marine vessel, deep-water and coastal barge, railcar and truck.Allyl has use, not only as a feedstock in the production of EPI, but also as a chemical intermediate in multiple industries and applications, including waterpurification chemicals. EPI is primarily produced as a feedstock for use in the business’s epoxy resins, and also sold to epoxy producers globally who produce theirown resins for end use segments such as coatings and adhesives. LER is manufactured in liquid form and cures with the addition of a hardener into a thermosetsolid material offering a distinct combination of strength, adhesion and chemical resistance that is well-suited to coatings and composites applications. While LERis sold externally, a portion of LER production is further converted into CER where value-added modifications produce higher margin customer-specific resins.Our Epoxy segment maintains strong relationships with TDCC as both a customer and supplier. These relationships are maintained through long-term costbased contracts that provide us with a reliable supply of key raw materials. Key products sold to TDCC include aromatics and key raw materials received fromTDCC include propylene and benzene.The Epoxy segment’s production economics benefit from its integration into chlor alkali and aromatics which are key inputs in epoxy production. This fullyintegrated structure provides both access to low cost materials and significant operational flexibility. The Epoxy segment operates an integrated aromaticsproduction chain producing cumene, phenol, acetone and bisphenol (BisA) for internal consumption and sale. The Epoxy segment’s consumption of chlorineallows the Chlor Alkali Products and Vinyls segment to generate caustic soda production and sales. Chlorine used in our Epoxy segment is transferred at cost fromthe Chlor Alkali Products and Vinyls segment.5The following table lists products and services of our Epoxy segment, with principal products on the basis of annual sales highlighted in bold face.Products & Services Major End Uses Plants & Facilities Major Raw Materials &Components forProducts/ServicesAllylics (allyl chloride &epichlorohydrin) Manufacturers of polymers, resins and otherplastic materials, water purification, andpesticides Freeport, TXStade, GermanyTerneuzen, Netherlands chlor alkali, propylene Liquid epoxy resin Adhesives, paint and coatings, compositesand flooring Freeport, TXGuaruja, BrazilStade, Germany acetone, benzene, bisphenol, chloralkali, cumene, phenol Converted epoxy resins Electrical laminates, paint and coatings,wind blades, electronics and construction Baltringen, GermanyFreeport, TXGuaruja, BrazilGumi, South KoreaPisticci, ItalyRheinmunster, GermanyRoberta, GAStade, GermanyZhangjigang, China acetone, benzene, bisphenol, chloralkali, cumene, phenolStrategiesOptimize Existing Cost Position. The Epoxy segment continues to drive productivity cost improvements through the entire supply chain, enhancingreliability and delivering yield improvements. With its advantaged cost position, the business will continue its focus to sell products through improved margindiscipline and optimization of our integrated aromatics capabilities.Continued Focus on Product Innovation. With a long history of leading technology and quality, the Epoxy segment is a leading global innovator. Innovationcapture in resins and systems improvements, combined with process, geographic and asset mix, provide the road map to improving the profitability of the Epoxyportfolio.Take Maximum Advantage of Our Geographical Presence. Operating ten strategically-located sites on four continents with reliable production and deliveryof product enables the business to increase market share in strategic international markets and expand into attractive new emerging markets.6WinchesterProducts and ServicesIn 2017, Winchester is in its 151 st year of operation and its 87 th year as part of Olin. Winchester is a premier developer and manufacturer of small caliberammunition for sale to domestic and international retailers (commercial customers), law enforcement agencies and domestic and international militaries. Webelieve we are a leading U.S. producer of ammunition for recreational shooters, hunters, law enforcement agencies and the U.S. Armed Forces. Winchester alsomanufacturers industrial products that have various applications in the construction industry.In January 2017, SIG Sauer, Inc. was awarded a $580 million, ten-year contract for the modular handgun system pistol contract by the U.S. Army.Winchester will supply the pistol ammunition as a subcontractor to SIG Sauer, Inc.In February 2016, Winchester was awarded a five-year contract for .38 caliber, .45 caliber and 9mm ammunition to be used by the U.S. Army. The contracthas the potential to generate approximately $75 million of sales over the five-year contract.In January 2016, Winchester was awarded a five-year contract for 5.56mm, 7.62mm and .50 caliber ammunition to be used by the U.S. Army. The contracthas the potential to generate approximately $300 million of sales over the five-year contract.In March 2015, Winchester was awarded a five-year contract for 5.56mm frangible ammunition to be used for training by the U.S. Navy and U.S. MarineCorp. The contract has the potential to generate approximately $45 million of sales over the five-year contract.In September 2014, Winchester was awarded a five-year contract to produce training ammunition for the U.S. Department of Homeland Security. Thecontract has the potential to generate $50 million of sales over the five-year contract.Our legendary Winchester ® product line includes all major gauges and calibers of shotgun shells, rimfire and centerfire ammunition for pistols and rifles,reloading components and industrial cartridges. We believe we are a leading U.S. supplier of small caliber commercial ammunition. In 2015, Winchester was recognized with the Strategic Partnership award by Cabela’s Incorporated (Cabela’s), one of the country’s largest retailers ofhunting, fishing and outdoor gear. The Strategic Partnership award is given to partners who demonstrate superior performance metrics and overall contribution tothe company. In April 2014, Winchester was recognized with the exclusive Overall Vendor of the Year award by Cabela’s. The Overall Vendor of the Year isCabela’s highest merchandising vendor award across all categories and departments. Winchester was chosen from more than 3,500 merchandise suppliers forsuperior performance, partnership and overall contribution to the retailer.In October 2014, Winchester was recognized by the National Association of Sporting Goods Wholesalers (NASGW) with the group’s Excellence inAmmunition Manufacturing award. The NASGW presents the award to manufacturers who best demonstrate outstanding value and service to NASGW distributormembers.Winchester has strong relationships throughout the sales and distribution chain and strong ties to traditional dealers and distributors. Winchester has alsobuilt its business with key high-volume mass merchants and specialty sporting goods retailers. Winchester has consistently developed industry-leadingammunition, which is recognized in the industry for manufacturing excellence, design innovation and consumer value. Winchester’s new ammunition productscontinue to receive awards from major industry publications, with recent awards including: American Hunter magazine’s Golden Bullseye Award as “AmmunitionProduct of the Year” in 2016; Predator Xtreme magazine’s “2015 Readers’ Choice Gold” award; American Rifleman magazine’s Golden Bullseye Award as“Ammunition Product of the Year” in 2015 and 2014; one of Outdoor Life magazine’s “Best New Hunting Loads” in 2015; Field & Stream magazine’s “Best ofthe Best” award in 2015 and 2014; Petersen's Hunting magazine’s 2014 “Editor’s Choice” award; Guns & Ammo magazine’s “2014 Ammunition of the Year”award; and Shooting Illustrated magazine’s “Ammunition Product of the Year” in 2014.Winchester purchases raw materials such as copper-based strip and ammunition cartridge case cups and lead from vendors based on a conversion charge orpremium. These conversion charges or premiums are in addition to the market prices for metal as posted on exchanges such as the Commodity Exchange, orCOMEX, and London Metals Exchange, or LME. Winchester’s other main raw material is propellant, which is purchased predominantly from one of the U.S.’slargest propellant suppliers.7The following table lists products and services of our Winchester segment, with principal products on the basis of annual sales highlighted in bold face.Products & Services Major End Uses Plants & Facilities Major Raw Materials &Components forProducts/ServicesWinchester® sportingammunition (shotshells, smallcaliber centerfire & rimfireammunition) Hunters & recreational shooters, law enforcement agencies East Alton, ILGeelong, AustraliaOxford, MS brass, lead, steel, plastic,propellant, explosives Small caliber military ammunition Infantry and mounted weapons East Alton, ILOxford, MS brass, lead, propellant, explosives Industrial products (8 gauge loads& powder-actuated tool loads) Maintenance applications in power &concrete industries, powder-actuated tools in constructionindustry East Alton, ILGeelong, AustraliaOxford, MS brass, lead, plastic, propellant,explosivesOn November 3, 2010, we announced that we had made the decision to relocate the Winchester centerfire pistol and rifle ammunition manufacturingoperations from East Alton, IL to Oxford, MS. In October 2011, we opened the new centerfire pistol and rifle production facility in Oxford, MS and, during 2013,we completed the relocation of the centerfire pistol manufacturing equipment. During 2014, the centerfire rifle manufacturing equipment was in the process ofbeing relocated, and by December 1, 2014, all commercial centerfire rifle ammunition was manufactured in Oxford, MS. During 2015 and 2016, all ofWinchester’s commercial centerfire pistol and rifle ammunition were manufactured in Oxford, MS. During 2016, the final rifle ammunition production equipmentrelocation was completed and the annual cost savings for the project reached approximately $40 million. In 2017, we expect the cost savings from the completedproject to reach approximately $45 million. With the completion of the facility, we believe Winchester has the most modern centerfire ammunition productionfacility in North America.StrategiesMaximize Existing Strengths. Winchester plans to seek new opportunities to fully utilize the legendary Winchester brand name and will continue to offer afull line of ammunition products to the markets we serve, with specific focus on investments that make Winchester ammunition the retail brand of choice.Focus on Product Line Growth. With a long record of pioneering new product offerings, Winchester has built a strong reputation as an industryinnovator. This includes the introduction of reduced-lead and non-lead products, which are growing in popularity for use in indoor shooting ranges and for outdoorhunting.Cost Reduction Strategy. Winchester plans to continue to focus on strategies that will lower our costs. During 2016, we completed the relocation of ourcenterfire pistol and rifle ammunition manufacturing operations from East Alton, IL to Oxford, MS. Our focus will continue to optimize the Oxford facility andmaximize production output.INTERNATIONAL OPERATIONSWith the addition of the Acquired Business, our international presence increased, including the geographic regions of Europe, Asia Pacific and LatinAmerica. Approximately 40% of Olin’s 2016 sales were generated outside of the U.S., including 28% of our Chlor Alkali Products and Vinyls 2016 segment sales,71% of our Epoxy 2016 segment sales and 9% of our Winchester 2016 segment sales. See the Note “Segment Information” of the notes to consolidated financialstatements contained in Item 8, for geographic segment data. We are incorporating our segment information from that Note into this section of our Form 10-K.8CUSTOMERS AND DISTRIBUTIONProducts we sell to industrial or commercial users or distributors for use in the production of other products constitute a major part of our total sales. Wesell some of our products, such as epoxy resins, caustic soda and sporting ammunition, to a large number of users or distributors, while we sell others, such aschlorine and chlorinated organics in substantial quantities to a relatively small number of industrial users. With the addition of the Acquired Business, we enteredinto or have significant relationships with a few customers including TDCC, who was our largest customer by revenue in 2016 . We expect these relationships tocontinue to be significant to Olin and to represent more than 10% of our annual sales in the future. During 2016 , sales to TDCC represented approximately 15% ofour total sales. No other single customer accounted for more than 4% of sales. We discuss the customers for each of our three business segments in more detailabove under “Products and Services.”We market most of our products and services primarily through our sales force and sell directly to various industrial customers, mass merchants, retailers,wholesalers, other distributors and the U.S. Government and its prime contractors.Sales to all U.S. Government agencies and sales under U.S. Government contracting activities in total accounted for approximately 2% of sales in 2016. Because we engage in some government contracting activities and make sales to the U.S. Government, we are subject to extensive and complex U.S. Governmentprocurement laws and regulations. These laws and regulations provide for ongoing government audits and reviews of contract procurement, performance andadministration. Failure to comply, even inadvertently, with these laws and regulations and with laws governing the export of munitions and other controlled products andcommodities could subject us or one or more of our businesses to civil and criminal penalties, and under certain circumstances, suspension and debarment fromfuture government contracts and the exporting of products for a specified period of time.BACKLOGThe total amount of contracted backlog was approximately $316.7 million and $312.5 million as of January 31, 2017 and 2016 , respectively. The backlogorders are in our Winchester business. Backlogs in our other businesses are not significant. Backlog is comprised of all open customer orders not yetshipped. Approximately 75% of contracted backlog as of January 31, 2017 is expected to be filled during 2017 .COMPETITIONWe are in active competition with businesses producing or distributing the same or similar products, as well as, in some instances, with businessesproducing or distributing different products designed for the same uses.Chlor alkali manufacturers in North America, with approximately 17 million tons of chlorine and 18 million tons of caustic soda capacity, account forapproximately 17% of worldwide chlor alkali production capacity. According to IHS, we have the largest chlor alkali capacity in North America and globally.While the technologies to manufacture and transport chlorine and caustic soda are widely available, the production facilities require large capital investments, andare subject to significant regulatory and permitting requirements. Approximately 76% of the total North American chlor alkali capacity is located in the U.S. GulfCoast region. There is a worldwide market for caustic soda, which attracts imports and allows exports depending on market conditions. Other large chlor alkaliproducers in North America include The Occidental Petroleum Corporation (Oxy) and Westlake Chemical Corporation (Westlake). We are also a leading integrated global producer of chlorinated organic products with a strong cost position due to our scale and access to chlor alkalifeedstocks. This industry includes large diversified producers such as Oxy, Westlake and Solvay S.A., as well as multiple producers located in China.We are a major global fully integrated epoxy producer, with access to key low cost feedstocks and a cost advantaged infrastructure. The markets in whichour Epoxy segment operates are highly competitive and are dependent on significant capital investment, the development of proprietary technology andmaintenance of product research and development. Among our competitors are Huntsman Corporation, Trinseo S.A. and Hexion, Inc.9We are among the largest manufacturers in the U.S. of commercial small caliber ammunition based on independent market research sponsored by theNational Shooting Sports Foundation (NSSF). Formed in 1961, NSSF has a membership of more than 8,000 manufacturers, distributors, firearms retailers,shooting ranges, sportsman’s organizations and publishers. According to NSSF, our Winchester business, Vista Outdoor Inc. (Vista), and Remington OutdoorCompany, Inc. (Remington) are the three largest commercial ammunition manufacturers in the U.S. The ammunition industry is highly competitive with us, Vista,Remington, numerous smaller domestic manufacturers and foreign producers competing for sales to the commercial ammunition customers. Many factorsinfluence our ability to compete successfully, including price, delivery, service, performance, product innovation and product recognition and quality, depending onthe product involved.EMPLOYEESAs of December 31, 2016 , we had approximately 6,400 employees, with 5,300 working in the U.S. and 1,100 working in foreign countries. Various laborunions represent a significant number of our hourly-paid employees for collective bargaining purposes.The following labor contracts are scheduled to expire in early 2018:Location Number of Employees Expiration DateLemont (Chlor Alkali Products and Vinyls) 20 March 2018Becancour (Chlor Alkali Products and Vinyls) 97 April 2018While we believe our relations with our employees and their various representatives are generally satisfactory, we cannot assure that we can conclude theselabor contracts or any other labor agreements without work stoppages and cannot assure that any work stoppages will not have a material adverse effect on ourbusiness, financial condition or results of operations.RESEARCH ACTIVITIES; PATENTSOur research activities are conducted on a product-group basis at a number of facilities. Company-sponsored research expenditures were $10.9 million in2016 , $4.9 million in 2015 and $4.1 million in 2014 .We own or license a number of patents, patent applications and trade secrets covering our products and processes. We believe that, in the aggregate, therights under our patents and licenses are important to our operations, but we do not consider any individual patent, license or group of patents and licenses relatedto a specific process or product to be of material importance to our total business.SEASONALITYOur sales are affected by the cyclicality of the economy and the seasonality of several industries we serve, including building and construction, coatings,infrastructure, electronics, automotive, bleach, refrigerants and ammunition. The seasonality of the ammunition business is typically driven by the U.S. fall huntingseason. Our chlor alkali businesses generally experience their highest level of activity during the spring and summer months, particularly when construction,refrigerants, coatings and infrastructure activity is higher. The chlor alkali industry is cyclical, both as a result of changes in demand for each of the co-producedproducts and as a result of the large increments in which new capacity is added and removed. Because chlorine and caustic soda are produced in a fixed ratio, thesupply of one product can be constrained both by the physical capacity of the production facilities and/or by the ability to sell the co-produced product. Prices forboth products respond rapidly to changes in supply and demand. The cyclicality of the chlor alkali industry has further impacts on downstream products. With theaddition of the Acquired Business, we have significantly increased the diversification of our chlorine outlets allowing us to better manage the cyclical nature of theindustry.RAW MATERIALS AND ENERGYBasic raw materials are processed through an integrated manufacturing process to produce a number of products that are sold at various points throughoutthe process. We purchase a portion of our raw material requirements and also utilize internal resources, co-products and finished goods as raw materials fordownstream products. We believe we have reliable sources of supply for our raw materials under normal market conditions. However, we cannot predict thelikelihood or impact of any future raw material shortages.10The principal basic raw materials for our production of Chlor Alkali Products and Vinyls’ products are electricity, salt, ethylene, potassium chloride,methanol and hydrogen. A portion of our purchases of our raw materials, including ethylene and electricity, are made under long-term supply agreements, whileapproximately 85% of the salt used in our Chlor Alkali Products and Vinyls segment is produced from internal resources.The Epoxy segment’s principal raw materials are chlorine, benzene, propylene and aromatics which consist of cumene, phenol, acetone and BisA. A portionof our purchases of our raw materials, including benzene, propylene and a portion of our aromatics requirements, are made under long-term supply agreements,while a portion of our aromatics requirements are produced from our integrated production chain. Chlorine is predominately sourced from our Chlor AlkaliProducts and Vinyls segment.Lead, brass and propellant are the principal raw materials used in the Winchester business. We typically purchase our ammunition cartridge case cups andcopper-based strip, and propellants pursuant to multi-year contracts.Electricity is the predominant energy source for our manufacturing facilities. Approximately 76% of our electricity is generated from natural gas orhydroelectric sources. In conjunction with the Acquisition, we entered into long-term power supply contracts with TDCC in addition to acquiring power assetswhich allow for cost differentiation at specific U.S. manufacturing sites. During 2016, Olin entered into additional arrangements to increase our supply of low costelectricity.We provide additional information with respect to specific raw materials in the tables set forth under “Products and Services.”ENVIRONMENTAL AND TOXIC SUBSTANCES CONTROLSAs is common in our industry, we are subject to environmental laws and regulations related to the use, storage, handling, generation, transportation,emission, discharge, disposal and remediation of, and exposure to, hazardous and non-hazardous substances and wastes in all of the countries in which we dobusiness.The establishment and implementation of national, state or provincial and local standards to regulate air, water and land quality affect substantially all of ourmanufacturing locations around the world. Laws providing for regulation of the manufacture, transportation, use and disposal of hazardous and toxic substances,and remediation of contaminated sites have imposed additional regulatory requirements on industry, particularly the chemicals industry. In addition,implementation of environmental laws has required and will continue to require new capital expenditures and will increase operating costs.We employ waste minimization and pollution prevention programs at our manufacturing sites and we are a party to various governmental and privateenvironmental actions associated with former waste disposal sites and past manufacturing facilities. Charges to income for investigatory and remedial efforts were$9.2 million , $15.7 million and $9.6 million for the years ended December 31, 2016, 2015 and 2014, respectively. These charges may be material to operatingresults in future years.In connection with the Acquisition, TDCC retained liabilities relating to releases of hazardous materials and violations of environmental law to the extentarising prior to the Closing Date.See our discussion of our environmental matters contained in Item 3—“Legal Proceedings” below, the Note “Environmental” of the notes to consolidatedfinancial statements contained in Item 8 and Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”11Item 1A. RISK FACTORSIn addition to the other information in this Form 10-K, the following factors should be considered in evaluating Olin and our business. All of our forward-looking statements should be considered in light of these factors. Additional risks and uncertainties that we are unaware of or that we currently deem immaterialalso may become important factors that affect us.Sensitivity to Global Economic Conditions and Cyclicality—Our operating results could be negatively affected during economic downturns.The business of most of our customers, particularly our vinyl, urethanes and pulp and paper customers are, to varying degrees, cyclical and have historicallyexperienced periodic downturns. These economic and industry downturns have been characterized by diminished product demand, excess manufacturing capacityand, in some cases, lower average selling prices. Therefore, any significant downturn in our customers’ businesses or in global economic conditions could result ina reduction in demand for our products and could adversely affect our results of operations or financial condition.Although we historically have not sold a large percentage of our products directly to customers abroad, a large part of our financial performance isdependent upon a healthy economy beyond North America because our customers sell their products abroad. Additionally, the percentage of our sales to customersabroad has increased significantly since the Acquired Business derives a larger portion of its sales from customers outside the U.S. As a result, our business is andwill continue to be affected by general economic conditions and other factors in Europe, Asia Pacific, particularly China and Japan, and Latin America, includingfluctuations in interest rates, customer demand, labor and energy costs, currency changes and other factors beyond our control. The demand for our customers’products, and therefore, our products, is directly affected by such fluctuations. In addition, our customers could decide to move some or all of their production tolower cost, offshore locations, and this could reduce demand in North America for our products. We cannot assure you that events having an adverse effect on theindustries in which we operate will not occur or continue, such as a downturn in the European, Asia Pacific, particularly China and Japan, Latin American, or worldeconomies, increases in interest rates or unfavorable currency fluctuations. Economic conditions in other regions of the world, predominantly Asia and Europe, canincrease the amount of caustic soda produced and available for export to North America. The increased caustic soda supply can put downward pressure on ourcaustic soda prices, negatively impacting our profitability.Cyclical Pricing Pressure—Our profitability could be reduced by declines in average selling prices of our products, particularly declines in ECUnetbacks for chlorine and caustic soda.Our historical operating results reflect the cyclical and sometimes volatile nature of the chemical and ammunition industries. We experience cycles offluctuating supply and demand in each of our business segments, particularly in our Chlor Alkali Products and Vinyls segment, which result in changes in sellingprices. Periods of high demand, tight supply and increasing operating margins tend to result in increases in capacity and production until supply exceeds demand,generally followed by periods of oversupply and declining prices. Another factor influencing demand and pricing for chlorine and caustic soda is the price ofnatural gas. Higher natural gas prices increase our customers’ and competitors’ manufacturing costs, and depending on the ratio of crude oil to natural gas prices,could make them less competitive in world markets.In the chlor alkali industry, price is the major supplier selection criterion. We have little or no ability to influence prices in these large commodity markets.Decreases in the average selling prices of our products could have a material adverse effect on our profitability. While we strive to maintain or increase ourprofitability by reducing costs through improving production efficiency, emphasizing higher margin products and by controlling transportation, selling andadministration expense, we cannot assure you that these efforts will be sufficient to offset fully the effect of possible decreases in pricing on operating results.Because of the cyclical nature of our businesses, we cannot assure you that pricing or profitability in the future will be comparable to any particularhistorical period, including the most recent period shown in our operating results. We cannot assure you that the chlor alkali industry will not experience adversetrends in the future, or that our business, financial condition and results of operations will not be adversely affected by them.Our Winchester and Epoxy segments are also subject to changes in operating results as a result of cyclical pricing pressures, but to a lesser extent than ourChlor Alkali Products and Vinyls segment. Selling prices of ammunition and epoxy materials are affected by changes in raw material costs and availability andcustomer demand, and declines in average selling prices of products of our Winchester and Epoxy segments could adversely affect our profitability.12Raw Materials—Availability of purchased feedstocks and energy, and the volatility of these costs, impact our operating costs and add variability toearnings.Purchased feedstock and energy costs account for a substantial portion of our total production costs and operating expenses. We purchase certain rawmaterials as feedstocks.Feedstock and energy costs generally follow price trends in crude oil and natural gas, which are sometimes volatile. Ultimately, the ability to pass onunderlying cost increases is dependent on market conditions. Conversely, when feedstock and energy costs decline, selling prices generally decline as well. As aresult, volatility in these costs could impact our business, financial condition and results of operations.If the availability of any of our principal feedstocks is limited or we are unable to obtain natural gas or energy from any of our energy sources, we may beunable to produce some of our products in the quantities demanded by our customers, which could have a material adverse effect on plant utilization and our salesof products requiring such raw materials. In connection with the Acquisition, we entered into long-term supply agreements with TDCC for certain raw materials,including ethylene, propylene and benzene. The initial term of the majority of these supply agreements is either five or ten years (a small number of agreementshave shorter or longer initial terms) beginning on the Closing Date. As these contracts with TDCC and other third-party contracts expire, we may be unable torenew these contracts or obtain new long-term supply agreements on terms comparable or as favorable to us, depending on market conditions, which may have amaterial adverse effect on our business, financial condition and results of operations. In addition, many of our long-term contracts contain provisions that allowtheir suppliers to limit the amount of raw materials shipped to us below the contracted amount in force majeure circumstances. If we are required to obtain alternatesources for raw materials because TDCC or any other supplier is unwilling or unable to perform under raw material supply agreements or if a supplier terminatesits agreements with us, we may not be able to obtain these raw materials from alternative suppliers or obtain new long-term supply agreements on termscomparable or favorable to us.Indebtedness—Our indebtedness could adversely affect our financial condition.As of December 31, 2016 , we had $3,617.6 million of indebtedness outstanding. Outstanding indebtedness does not include amounts that could beborrowed under our $500.0 million senior revolving credit facility, under which $483.4 million was available for borrowing as of December 31, 2016 because wehad issued $16.6 million of letters of credit. As of December 31, 2016 , our indebtedness represented 61.4% of our total capitalization. At December 31, 2016 ,$80.5 million of our indebtedness was due within one year. Despite our level of indebtedness, we expect to continue to have the ability to borrow additional debt.Our indebtedness could have important consequences, including but not limited to:•limiting our ability to fund working capital, capital expenditures, and other general corporate purposes;•limiting our ability to accommodate growth by reducing funds otherwise available for other corporate purposes and to compete, which in turncould prevent us from fulfilling our obligations under our indebtedness;•limiting our operational flexibility due to the covenants contained in our debt agreements;•to the extent that our debt is subject to floating interest rates, increasing our vulnerability to fluctuations in market interest rates;•limiting our ability to pay cash dividends;•limiting our flexibility for, or reacting to, changes in our business or industry or economic conditions, thereby limiting our ability to competewith companies that are not as highly leveraged; and•increasing our vulnerability to economic downturns.Our ability to generate sufficient cash flow from operations to make scheduled payments on our debt will depend on a range of economic, competitive andbusiness factors, many of which are outside our control. There can be no assurance that our business will generate sufficient cash flow from operations to makethese payments. If we are unable to meet our expenses and debt obligations, we may need to refinance all or a portion of our indebtedness before maturity, sellassets or issue additional equity. We may not be able to refinance any of our indebtedness, sell assets or issue additional equity on commercially reasonable termsor at all, which could cause us to default on our obligations and impair our liquidity. Our13inability to generate sufficient cash flow to satisfy our debt obligations, or to refinance our debt obligations on commercially reasonable terms, would have amaterial adverse effect on our business, financial condition and results of operations, as well as on our ability to satisfy our debt obligations.Credit Facilities—Weak industry conditions could affect our ability to comply with the financial maintenance covenants in our senior credit facilities.Our senior credit facilities include certain financial maintenance covenants requiring us to not exceed a maximum leverage ratio and to maintain a minimumcoverage ratio.Depending on the magnitude and duration of chlor alkali cyclical downturns, including deterioration in prices and volumes, there can be no assurance thatwe will continue to be in compliance with these ratios. If we failed to comply with either of these covenants in a future period and were not able to obtain waiversfrom the lenders, we would need to refinance our current senior credit facilities. However, there can be no assurance that such refinancing would be available to uson terms that would be acceptable to us or at all.Suppliers—We rely on a limited number of outside suppliers for specified feedstocks and services.We obtain a significant portion of our raw materials from a few key suppliers. If any of these suppliers are unable to meet their obligations under present orany future supply agreements, we may be forced to pay higher prices to obtain the necessary raw materials. Any interruption of supply or any price increase of rawmaterials could have a material adverse effect on our business, financial condition and results of operations. In connection with the Acquisition, we entered intoagreements with TDCC to provide specified feedstocks and services for the facilities operated by the Acquired Business. These facilities will be dependent uponTDCC’s infrastructure for services such as wastewater and ground water treatment. Any failure of TDCC to perform its obligations under those agreements couldadversely affect the operation of the affected facilities and our business, financial condition and results of operations. Many of the agreements relating to thesefeedstocks and services have initial terms ranging from several years to 20 years. Most of these agreements are automatically renewable, but may be terminated byus or TDCC after specified notice periods. If we are required to obtain an alternate source for these feedstocks or services, we may not be able to obtain pricing onas favorable terms. Additionally, we may be forced to pay additional transportation costs or to invest in capital projects for pipelines or alternate facilities toaccommodate railcar or other delivery methods or to replace other services.A vendor may choose, subject to existing contracts, to modify its relationship due to general economic concerns or concerns relating to the vendor or us, atany time. Any significant change in the terms that we have with our key suppliers could materially adversely affect our business, financial condition and results ofoperation, as could significant additional requirements from its suppliers that we provide them additional security in the form of prepayments or posting letters ofcredit.Cost Control—Our profitability could be reduced if we experience increasing raw material, utility, transportation or logistics costs, or if we fail toachieve targeted cost reductions.Our operating results and profitability are dependent upon our continued ability to control, and in some cases reduce, our costs. In addition, our expectedbenefits from the Acquisition are dependent upon our ability to reduce our costs following the Closing Date. If we are unable to do so, or if costs outside of ourcontrol, particularly our costs of raw materials, utilities, transportation and similar costs, increase beyond anticipated levels, our profitability will decline and wewill not realize the level of cost reductions anticipated following the Closing Date.For example, our chlor alkali product transportation costs, particularly railroad shipment costs, are a significant portion of our cost of goods sold, and havebeen increasing over the past several years. Part of the anticipated cost reductions from the Acquisition are due to transportation cost efficiencies from theincreased number of manufacturing locations and the Acquired Business’s utilization of diverse modes of delivery for products, which we currently deliver by rail.If transportation costs continue to increase, and we are unable to control those costs or pass the increased costs on to customers, our profitability in our Chlor AlkaliProducts and Vinyls and Epoxy segments would be negatively affected. Similarly, costs of commodity metals and other materials used in our Winchester business,such as copper and lead, can vary. If we experience significant increases in these costs and are unable to raise our prices to offset the higher costs, the profitabilityin our Winchester business would be negatively affected.14Production Hazards—Our facilities are subject to operating hazards, which may disrupt our business.We are dependent upon the continued safe operation of our production facilities. Our production facilities are subject to hazards associated with themanufacture, handling, storage and transportation of chemical materials and products and ammunition, including leaks and ruptures, explosions, fires, inclementweather and natural disasters, unexpected utility disruptions or outages, unscheduled downtime, transportation interruptions, transportation accidents involving ourchemical products, chemical spills and other discharges or releases of toxic or hazardous substances or gases and environmental hazards. From time to time in thepast, we have had incidents that have temporarily shut down or otherwise disrupted our manufacturing, causing production delays and resulting in liability forworkplace injuries and fatalities. Some of our products involve the manufacture and/or handling of a variety of explosive and flammable materials. Use of theseproducts by our customers could also result in liability if an explosion, fire, spill or other accident were to occur. We cannot assure you that we will not experiencethese types of incidents in the future or that these incidents will not result in production delays or otherwise have a material adverse effect on our business, resultsof operations or financial condition. In the past, major hurricanes have caused significant disruption in the Acquired Business’s operations on the U.S. Gulf Coast,logistics across the region and the supply of certain raw materials, which had an adverse impact on volume and cost for some of the Acquired Business’s products.Due to the substantial presence we have on the U.S. Gulf Coast, similar severe weather conditions or other natural phenomena in the future could negatively affectour results of operations.Third Party Transportation—We rely heavily on third party transportation, which subjects us to risks and costs that we cannot control, and which risksand costs may have a material adverse effect on our financial position or results of operations.We rely heavily on railroad, truck, marine vessel, barge and other shipping companies to transport finished products to customers and to transport rawmaterials to the manufacturing facilities used by each of our businesses. These transport operations are subject to various hazards and risks, including extremeweather conditions, work stoppages and operating hazards, as well as interstate transportation regulations. In addition, the methods of transportation we utilize,including shipping chlorine and other chemicals by railroad and by barge, may be subject to additional, more stringent and more costly regulations in the future. Ifwe are delayed or unable to ship finished products or unable to obtain raw materials as a result of any such new regulations or public policy changes related totransportation safety, or these transportation companies’ failure to operate properly, or if there were significant changes in the cost of these services due to newadditional regulations, or otherwise, we may not be able to arrange efficient alternatives and timely means to obtain raw materials or ship goods, which could resultin a material adverse effect on our business, financial position or results of operations. If any third-party railroad which we utilize to transport chlorine and otherchemicals ceases to transport toxic-by-inhalation hazardous (“TIH”) materials, or if there are significant changes in the cost of shipping TIH materials by rail orotherwise, we may not be able to arrange efficient alternatives and timely means to deliver our products or at all, which could result in a material adverse effect onour business, financial position or results of operations.Security and Chemicals Transportation—New regulations on the transportation of hazardous chemicals and/or the security of chemical manufacturingfacilities and public policy changes related to transportation safety could result in significantly higher operating costs.The transportation of our products and feedstocks, including transportation by pipeline, and the security of our chemical manufacturing facilities are subjectto extensive regulation. Government authorities at the local, state and federal levels could implement new or stricter regulations that would impact the security ofchemical plant locations and the transportation of hazardous chemicals. Our Chlor Alkali Products and Vinyls segment could be adversely impacted by the cost ofcomplying with any new regulations. Our business also could be adversely affected if an incident were to occur at one of our facilities or while transportingproduct. The extent of the impact would depend on the requirements of future regulations and the nature of an incident, which are unknown at this time.Effects of Regulation—Changes in legislation or government regulations or policies could have a material adverse effect on our financial position orresults of operations.Legislation that may be passed by Congress or other legislative bodies or new regulations that may be issued by federal and other administrative agencies,including import and export duties and quotas, anti-dumping regulations and related tariffs, could significantly affect the sales, costs and profitability of ourbusiness. The chemical and ammunition industries are subject to legislative and regulatory actions, which could have a material adverse effect on our business,financial position or results of operations. Existing and future government regulations and laws may reduce the demand for our products, including certainchlorinated organic products, such as dry cleaning solvents. Any decrease in the demand for chlorinated organic products could result in lower unit sales and lowerselling prices for such chlorinated organic products, which would have a material adverse effect on our business, financial condition and results of operations.15Imbalance in Demand for Our Chlor Alkali Products—A loss of a substantial customer for our chlorine or caustic soda could cause an imbalance incustomer demand for these products, which could have an adverse effect on our results of operations.Chlorine and caustic soda are produced simultaneously and in a fixed ratio of 1.0 ton of chlorine to 1.1 tons of caustic soda. The loss of a substantialchlorine or caustic soda customer could cause an imbalance in customer demand for our chlorine and caustic soda products. An imbalance in customer demandmay require Olin to reduce production of both chlorine and caustic soda or take other steps to correct the imbalance. Since Olin cannot store large quantities ofchlorine, we may not be able to respond to an imbalance in customer demand for these products as quickly or efficiently as some of our competitors. If a substantialimbalance occurred, we would need to reduce prices or take other actions that could have a material adverse impact on our business, results of operations andfinancial condition.Integration of Information Technology Systems—Operation on multiple Enterprise Resource Planning (“ERP”) information systems, and theconversion from multiple systems to a single system, may negatively impact our operations.We are highly dependent on our information systems infrastructure in order to process orders, track inventory, ship products in a timely manner, prepareinvoices to our customers, maintain regulatory compliance and otherwise carry on our business in the ordinary course. We currently operate on an ERP informationsystem and the Acquired Business operates on a separate ERP system. Since we are required to process and reconcile our information from multiple systems, thechance of errors has increased, and we may incur significant additional costs related thereto. Inconsistencies in the information from multiple ERP systems couldadversely impact our ability to manage our business efficiently and may result in heightened risk to our ability to maintain our books and records and comply withregulatory requirements. We expect that we will transition all or a portion of the operations of the Acquired Business from one ERP system to another. Thetransition to a different ERP system involves numerous risks, including:•diversion of management’s attention away from normal daily business operations;•loss of, or delays in accessing, data;•increased demand on our operations support personnel;•increased costs;•initial dependence on unfamiliar systems while training personnel to use new systems; and•increased operating expenses resulting from training, conversion and transition support activities.Any of the foregoing could result in a material increase in information technology compliance or other related costs, and could materially and negativelyimpact our business, results of operations or financial condition.Information Security—A failure of our information technology systems, or an interruption in their operation due to internal or external factorsincluding cyber-attacks, could have a material adverse effect on our business, financial condition or results of operations.Our operations are dependent on our ability to protect our information systems, computer equipment and information databases from systems failures. Werely on our information technology systems generally to manage the day-to-day operation of our business, operate elements of our manufacturing facilities, managerelationships with our customers, fulfill customer orders and maintain our financial and accounting records. Failure of our information technology systems could becaused by internal or external events, such as incursions by intruders or hackers, computer viruses, cyber-attacks, failures in hardware or software, or power ortelecommunication fluctuations or failures. The failure of our information technology systems to perform as anticipated for any reason or any significant breach ofsecurity could disrupt our business and result in numerous adverse consequences, including reduced effectiveness and efficiency of operations, increased costs orloss of important information, any of which could have a material adverse effect on our business, financial condition or results of operations. We have technologyand information security processes and disaster recovery plans in place to mitigate our risk to these vulnerabilities. However, these measures may not be adequateto ensure that our operations will not be disrupted, should such an event occur.16Litigation and Claims—We are subject to litigation and other claims, which could cause us to incur significant expenses.We are a defendant in a number of pending legal proceedings relating to our present and former operations. These include product liability claims relating toammunition and firearms and proceedings alleging injurious exposure of plaintiffs to various chemicals and other substances (including proceedings based onalleged exposures to asbestos). Frequently, the proceedings alleging injurious exposure involve claims made by numerous plaintiffs against many defendants.Because of the inherent uncertainties of litigation, we are unable to predict the outcome of these proceedings and therefore cannot determine whether the financialimpact, if any, will be material to our financial position, cash flows or results of operations.Environmental Costs—We have ongoing environmental costs, which could have a material adverse effect on our financial position or results ofoperations.Our operations and assets are subject to extensive environmental, health and safety regulations, including laws and regulations related to air emissions, waterdischarges, waste disposal and remediation of contaminated sites. The nature of our operations and products, including the raw materials we handle, exposes us tothe risk of liabilities, obligations or claims under these laws and regulations due to the production, storage, use, transportation and sale of materials that can causecontamination or personal injury, including, in the case of chemicals, potential releases into the environment. Environmental laws may have a significant effect onthe costs of use, transportation and storage of raw materials and finished products, as well as the costs of the storage and disposal of wastes. In addition, we areparty to various governmental and private environmental actions associated with past manufacturing facilities and former waste disposal sites. We have incurred,and expect to incur, significant costs and capital expenditures in complying with environmental laws and regulations.The ultimate costs and timing of environmental liabilities are difficult to predict. Liabilities under environmental laws relating to contaminated sites can beimposed retroactively and on a joint and several basis. One liable party could be held responsible for all costs at a site, regardless of fault, percentage ofcontribution to the site or the legality of the original disposal. We could incur significant costs, including clean-up costs, natural resource damages, civil or criminalfines and sanctions and third-party lawsuits claiming, for example, personal injury and/or property damage, as a result of past or future violations of, or liabilitiesunder, environmental or other laws.In addition, future events, such as changes to or more rigorous enforcement of environmental laws, could require us to make additional expenditures, modifyor curtail our operations and/or install pollution control equipment. It is possible that regulatory agencies may enact new or more stringent clean-up standards forchemicals of concern, including chlorinated organic products that we manufacture. This could lead to expenditures for environmental remediation in the future thatare additional to existing estimates.Accordingly, it is possible that some of the matters in which we are involved or may become involved may be resolved unfavorably to us, which couldmaterially adversely affect our business, financial position, cash flows or results of operations. See “Environmental Matters” contained in Item 7—“Management’sDiscussion and Analysis of Financial Condition and Results of Operations.”Integration—Our integration of the Acquired Business may not be successful in realizing the anticipated benefits from the Acquisition.As a result of the addition of the Acquired Business, we have significantly more sales, assets and employees than we did prior to the Closing Date. Theintegration process requires us to expend capital and significantly expand the scope of our operations and financial systems.It may not be possible to realize the benefits of the increased sales volume and other benefits, including the expected synergies that are expected to resultfrom the addition of the Acquired Business, or realize these benefits within the time frame that is expected. The costs to realize the anticipated synergies, includingintegration fees and capital spending, may be greater than anticipated. For example, the elimination of duplicative costs may not be possible or may take longerthan anticipated, or the benefits from the Acquisition may be offset by costs incurred or delays in integrating the companies. In addition, the quantification ofsynergies expected to result from the Acquisition is based on significant estimates and assumptions that are subjective in nature and inherently uncertain. Theamount of synergies actually realized, if any, and the time periods in which any such synergies are realized, could differ materially from the expected synergiesdiscussed in this document, regardless of whether we are able to combine the two business operations successfully.If we are unable to successfully realize the anticipated synergies and other benefits of the Acquisition, there could be a material adverse effect on ourbusiness, financial condition and results of operations.17Pension Plans—The impact of declines in global equity and fixed income markets on asset values and any declines in interest rates and/orimprovements in mortality assumptions used to value the liabilities in our pension plans may result in higher pension costs and the need to fund the pensionplans in future years in material amounts.Under Accounting Standards Codification (ASC) 715 “Compensation-Retirement Benefits” (ASC 715), we recorded an after-tax charge of $37.5 million($61.0 million pretax) to shareholders’ equity as of December 31, 2016 for our pension and other postretirement plans. This charge primarily reflected a 30 -basispoint decrease in the domestic pension plans’ discount rate, partially offset by favorable performance on plan assets during 2016 . In 2015, we recorded an after-taxcharge of $78.8 million ($125.3 million pretax) to shareholders’ equity as of December 31, 2015 for our pension and other postretirement plans. This chargereflected unfavorable performance on plan assets during 2015, partially offset by a 50-basis point increase in the domestic pension plans’ discount rate. In 2014, werecorded an after-tax charge of $86.6 million ($142.0 million pretax) to shareholders’ equity as of December 31, 2014 for our pension and other postretirementplans. This charge reflected a 60-basis point decrease in the plans’ discount rate and the negative impact of updated mortality tables, partially offset by favorableperformance on plan assets during 2014. These non-cash charges to shareholders’ equity do not affect our ability to borrow under our senior credit facility.The determinations of pension expense and pension funding are based on a variety of rules and regulations. Changes in these rules and regulations couldimpact the calculation of pension plan liabilities and the valuation of pension plan assets. They may also result in higher pension costs, additional financialstatement disclosure, and the need to fund the pension plan. Effective as of the Closing Date, we changed the approach used to measure service and interest costsfor our defined benefit pension plans and on December 31, 2015 changed this approach for our other postretirement benefits. Prior to the Closing Date, wemeasured service and interest costs utilizing a single weighted-average discount rate derived from the yield curve used to measure the plan obligations. Subsequentto the Closing Date for our defined benefit pension plans and beginning in 2016 for our other postretirement benefits, we elected to measure service and interestcosts by applying the specific spot rates along the yield curve to the plans’ estimated cash flows. We believe the new approach provides a more precisemeasurement of service and interest costs by aligning the timing of the plans’ liability cash flows to the corresponding spot rates on the yield curve. This changedoes not affect the measurement of our plan obligations. We have accounted for this change as a change in accounting estimate and, accordingly, have accountedfor it on a prospective basis.During the fourth quarter of 2014, the Society of Actuaries (SOA) issued the final report of its mortality tables and mortality improvement scales. Theupdated mortality data reflected increasing life expectancies in the U.S. During the third quarter of 2012, the “Moving Ahead for Progress in the 21st Century Act”(MAP-21) became law. The law changed the mechanism for determining interest rates to be used for calculating minimum defined benefit pension plan fundingrequirements. Interest rates are determined using an average of rates for a 25-year period, which can have the effect of increasing the annual discount rate, reducingthe defined benefit pension plan obligation and potentially reducing or eliminating the minimum annual funding requirement. The law also increased premiumspaid to the Pension Benefit Guaranty Corporation (PBGC). During the third quarter of 2014, the “Highway and Transportation Funding Act” (HATFA 2014)became law, which includes an extension of MAP-21’s defined benefit plan funding stabilization relief.During 2016, we made a discretionary cash contribution to our domestic qualified defined benefit pension plan of $6.0 million. Based on our planassumptions and estimates, we will not be required to make any cash contributions to the domestic qualified defined benefit pension plan at least through 2017.We have several international qualified defined benefit pension plans to which we made cash contributions of $1.3 million in 2016, $0.9 million in 2015 and$0.8 million in 2014, and we anticipate less than $5 million of cash contributions to international qualified defined benefit pension plans in 2017.At December 31, 2016 , the projected benefit obligation of $2,711.7 million exceeded the market value of assets in our qualified defined benefit pensionplans by $633.2 million , as calculated under ASC 715.In addition, the impact of declines in global equity and fixed income markets on asset values may result in higher pension costs and may increase andaccelerate the need to fund the pension plans in future years. For example, holding all other assumptions constant, a 100-basis point decrease or increase in theassumed long-term rate of return on plan assets for our domestic qualified defined benefit pension plan would have decreased or increased, respectively, the 2016defined benefit pension plan income by approximately $19.8 million. 18Holding all other assumptions constant for our domestic qualified defined benefit pension plan, a 50-basis point decrease in the discount rate used tocalculate pension income for 2016 and the projected benefit obligation as of December 31, 2016 would have decreased pension income by $0.7 million andincreased the projected benefit obligation by $147.0 million. A 50-basis point increase in the discount rate used to calculate pension income for 2016 and theprojected benefit obligation as of December 31, 2016 for our domestic qualified defined benefit pension plan would have increased pension income by $0.8 millionand decreased the projected benefit obligation by $133.0 million.Foreign Exchange Rates—Fluctuations in foreign currency exchange could affect our consolidated financial results.We earn revenues, pay expenses, own assets and incur liabilities in countries using currencies other than the U.S. dollar (USD). Because our consolidatedfinancial statements are presented in USD, we must translate revenues and expenses into USD at the average exchange rate during each reporting period, as well asassets and liabilities into USD at exchange rates in effect at the end of each reporting period. Therefore, increases or decreases in the value of the USD againstother major currencies will affect our net revenues, operating income and the value of balance sheet items denominated in foreign currencies. Because of thegeographic diversity of our operations, weaknesses in various currencies might occur in one or many of such currencies over time. From time to time, we may usederivative financial instruments to further reduce our net exposure to currency exchange rate fluctuations. However, we cannot assure you that fluctuations inforeign currency exchange rates, particularly the strengthening of the USD against major currencies, would not materially adversely affect our financial results.Credit and Capital Market Conditions—Adverse conditions in the credit and capital markets may limit or prevent our ability to borrow or raise capital.While we believe we have facilities in place that should allow us to borrow funds as needed to meet our ordinary course business activities, adverseconditions in the credit and financial markets could prevent us from obtaining financing, if the need arises. Our ability to invest in our businesses and refinance orrepay maturing debt obligations could require access to the credit and capital markets and sufficient bank credit lines to support cash requirements. If we are unableto access the credit and capital markets on commercially reasonable terms, we could experience a material adverse effect on our business, financial position orresults of operations.Labor Matters—We cannot assure you that we can conclude future labor contracts or any other labor agreements without work stoppages.Various labor unions represent a significant number of our hourly paid employees for collective bargaining purposes. The following labor contracts arescheduled to expire in early 2018:Location Number of Employees Expiration DateLemont (Chlor Alkali Products and Vinyls) 20 March 2018Becancour (Chlor Alkali Products and Vinyls) 97 April 2018While we believe our relations with our employees and their various representatives are generally satisfactory, we cannot assure that we can conclude anylabor agreements without work stoppages and cannot assure that any work stoppages will not have a material adverse effect on our business, financial condition orresults of operations.Ability to Attract and Retain Qualified Employees—We must attract, retain and motivate key employees, and the failure to do so may adversely affectour business, financial condition or results of operations.We feel our success depends on hiring, retaining and motivating key employees, including executive officers. We may have difficulty locating and hiringqualified personnel. In addition, we may have difficulty retaining such personnel once hired, and key people may leave and compete against us. The loss of keypersonnel or our failure to attract and retain other qualified and experienced personnel could disrupt or materially adversely affect our business, financial conditionor results of operations. In addition, our operating results could be adversely affected by increased costs due to increased competition for employees, higheremployee turnover, which may result in the loss of significant customer business or increased costs.19If our goodwill, other intangible assets or property plant and equipment become impaired in the future, we may be required to record non-cash chargesto earnings, which could be significant.The process of impairment testing for our goodwill involves a number of judgments and estimates made by management including future cash flows,discount rates, profitability assumptions and terminal growth rates with regards to our reporting units. Our internally generated long-range plan includes cyclicalassumptions regarding pricing and operating forecasts for the chlor alkali industry. If the judgments and estimates used in our analysis are not realized or areaffected by external factors, then actual results may not be consistent with these judgments and estimates, and we may be required to record a goodwill impairmentcharge in the future, which could be significant and have an adverse effect on our financial position and results of operations.We review long-lived assets, including property, plant and equipment and identifiable amortizing intangible assets, for impairment whenever changes incircumstances or events may indicate that the carrying amounts are not recoverable. If the fair value is less than the carrying amount of the asset, an impairment isrecognized for the difference. Factors which may cause an impairment of long-lived assets include significant changes in the manner of use of these assets,negative industry or market trends, a significant underperformance relative to historical or projected future operating results, extended period of idleness or a likelysale or disposal of the asset before the end of its estimated useful life. If our property, plant and equipment and identifiable amortizing intangible assets aredetermined to be impaired in the future, we may be required to record non-cash charges to earnings during the period in which the impairment is determined, whichcould be significant and have an adverse effect on our financial position and results of operations.We may be affected by significant restrictions following the Closing Date in order to avoid significant tax-related liabilities.In connection with the Acquisition, we entered into a Tax Matters Agreement (the Tax Matters Agreement) with TDCC. The Tax Matters Agreementgenerally prohibits us and our affiliates from taking certain actions that could cause certain related transactions consummated on the Closing Date, to fail to qualifyas tax-free transactions. In particular, unless an exception applies, for a two-year period following the Closing Date, we may not:•enter into any transaction or series of transactions (or any agreement, understanding or arrangement) as a result of which one or more personswould acquire (directly or indirectly) stock comprising 50 percent or more of the vote or value of Blue Cube Spinco Inc. (Spinco) (taking intoaccount the stock of Spinco acquired pursuant to the Agreement and Plan of Merger (Merger Agreement) and Separation Agreement datedMarch 26, 2015);•redeem or repurchase any stock or stock rights;•amend our certificate of incorporation or take any other action affecting the relative voting rights of our capital stock;•merge or consolidate with any other person (other than pursuant to the Merger Agreement and Separation Agreement dated March 26, 2015);•take any other action that would, when combined with any other direct or indirect changes in ownership of Spinco capital stock (includingpursuant to the Merger Agreement and Separation Agreement dated March 26, 2015), have the effect of causing one or more persons toacquire stock comprising 50 percent or more of the vote or value of Spinco, or would reasonably be expected to adversely affect the tax-freestatus of the related transactions consummated on the Closing Date;•discontinue the active conduct of the Acquired Business; or•sell, transfer or otherwise dispose of assets (including stock of subsidiaries) that constitute more than 35 percent of the consolidated grossassets of Spinco and/or its subsidiaries (subject to exceptions for, among other things, ordinary course dispositions and repayments orprepayments of Spinco debt).20If we decide to take any such restricted action, we will be required to cooperate with TDCC in obtaining a supplemental Internal Revenue Service (IRS)ruling or an unqualified tax opinion acceptable to TDCC to the effect that such action will not affect the status of certain related transactions consummated on theClosing Date as tax-free transactions. However, if we take any of the above actions and such action results in tax-related losses to TDCC, then we generally will berequired to indemnify TDCC for such losses, without regard to whether TDCC has given us prior consent.Due to these restrictions and indemnification obligations under the Tax Matters Agreement, we may be limited in our ability to pursue strategic transactions,equity or convertible debt financings or other transactions that may otherwise be in our best interests. Also, our potential indemnity obligation to TDCC mightdiscourage, delay or prevent a change of control during this two-year period that our shareholders may consider favorable to our ability to pursue strategictransactions, equity or convertible debt financings, or other transactions that may otherwise be in our best interests.The historical financial information of the Acquired Business may not be representative of its results or financial condition if it had been operatedindependently of TDCC and, as a result, may not be a reliable indicator of its future results.The financial information of the Acquired Business prior to the Closing Date and included within the unaudited pro forma financial information within thisdocument has been derived from the consolidated financial statements and accounting records of TDCC and reflects all direct costs as well as assumptions andallocations made by TDCC management. The financial position, results of operations and cash flows of the Acquired Business presented may be different fromthose that would have resulted had the Acquired Business been operated independently of TDCC during the applicable periods or at the applicable dates.The unaudited pro forma financial information of Olin and the Acquired Business is not intended to reflect what actual results of operations andfinancial condition would have been had Olin and the Acquired Business been a combined company for the periods presented, and therefore these results maynot be indicative of Olin’s future operating performance.The unaudited pro forma financial information presented in this document is for illustrative purposes only and is not intended to, and does not purport to,represent what our actual results or financial condition would have been if the Acquisition had occurred on the relevant date. The unaudited pro forma financialinformation has been prepared using the acquisition method of accounting. Under the acquisition method of accounting, the purchase price is allocated to theunderlying tangible and intangible assets acquired and liabilities assumed based on their respective fair values with any excess purchase price allocated to goodwill.The unaudited pro forma financial information does not reflect the costs of any integration activities or transaction-related costs or incremental capitalspending that Olin management believes are necessary to realize the anticipated synergies from the Acquisition. Accordingly, the unaudited pro forma financialinformation included in this document does not reflect what our results of operations or operating condition would have been had Olin and the Acquired Businessbeen a consolidated entity during all periods presented, or what our results of operations and financial condition will be in the future.Item 1B. UNRESOLVED STAFF COMMENTSNot applicable.Item 2. PROPERTIESInformation concerning our principal locations from which our products and services are manufactured, distributed or marketed are included in the tables setforth under the caption “Products and Services” contained in Item 1—“Business.” Generally, these facilities are well maintained, in good operating condition, andsuitable and adequate for their use. Our two largest facilities are co-located with TDCC. The land in which these facilities are located is leased with a 99 year term,commencing on the Closing Date. Additionally, we lease warehouses, terminals and distribution offices and space for executive and branch sales offices andservice departments. We believe our current facilities are adequate to meet the requirements of our present operations.21Item 3. LEGAL PROCEEDINGSSaltvilleWe have completed all work in connection with remediation of mercury contamination at the site of our former mercury cell chlor alkali plant in Saltville,VA required to date. In mid-2003, the Trustees for natural resources in the North Fork Holston River, the Main Stem Holston River and associated floodplains,located in Smyth and Washington Counties in Virginia and in Sullivan and Hawkins Counties in Tennessee notified us of, and invited our participation in, anassessment of alleged damages to natural resources resulting from the release of mercury. The Trustees also notified us that they have made a preliminarydetermination that we are potentially liable for natural resource damages in said rivers and floodplains. We agreed to participate in the assessment. We and theTrustees have entered into discussions concerning a resolution of this matter. In light of the ongoing discussions and inherent uncertainties of the assessment, wecannot at this time determine whether the financial impact, if any, of this matter will be material to our financial position or results of operations. See“Environmental Matters” contained in Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”OtherAs part of the continuing environmental investigation by federal, state and local governments of waste disposal sites, we have entered into a number ofsettlement agreements requiring us to participate in the investigation and cleanup of a number of sites. Under the terms of such settlements and related agreements,we may be required to manage or perform one or more elements of a site cleanup, or to manage the entire remediation activity for a number of parties, andsubsequently seek recovery of some or all of such costs from other Potentially Responsible Parties (PRPs). In many cases, we do not know the ultimate costs ofour settlement obligations at the time of entering into particular settlement agreements, and our liability accruals for our obligations under those agreements areoften subject to significant management judgment on an ongoing basis. Those cost accruals are provided for in accordance with generally accepted accountingprinciples and our accounting policies set forth in “Environmental Matters” contained in Item 7—“Management’s Discussion and Analysis of Financial Conditionand Results of Operations.”We, and our subsidiaries, are defendants in various other legal actions (including proceedings based on alleged exposures to asbestos) incidental to our pastand current business activities. At December 31, 2016 and 2015 , our consolidated balance sheets included liabilities for these legal actions of $13.6 million and$21.2 million , respectively. These liabilities do not include costs associated with legal representation. Based on our analysis, and considering the inherentuncertainties associated with litigation, we do not believe that it is reasonably possible that these legal actions will materially adversely affect our financialposition, cash flows or results of operations.In connection with the Acquisition, TDCC retained liabilities relating to the Acquired Business for litigation, releases of hazardous materials and violationsof environmental law to the extent arising prior to the Closing Date.Item 4. MINE SAFETY DISCLOSURESNot applicable.22PART IIItem 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITYSECURITIESAs of January 31, 2017 , we had 4,220 record holders of our common stock.Our common stock is traded on the New York Stock Exchange.The high and low sales prices of our common stock during each quarterly period in 2016 and 2015 are listed below. A dividend of $0.20 per common sharewas paid during each of the four quarters in 2016 and 2015 .2016 FirstQuarter SecondQuarter ThirdQuarter FourthQuarterMarket price of common stock per New York Stock Exchange composite transactions High $17.75 $24.99 $26.46 $26.93Low 12.29 16.55 18.24 19.622015 Market price of common stock per New York Stock Exchange composite transactions High $34.34 $32.56 $27.18 $22.13Low 22.00 26.77 15.73 16.60Issuer Purchases of Equity SecuritiesPeriod Total Number of Shares(or Units) Purchased Average PricePaidper Share (or Unit) Total Number of Shares(or Units) Purchased asPart of PubliclyAnnounced Plans orPrograms Maximum Number ofShares (or Units) thatMay Yet Be PurchasedUnder the Plans orProgramsOctober 1-31, 2016 — — — November 1-30, 2016 — — — December 1-31, 2016 — — — Total 6,062,657 (1)(1)On April 24, 2014, we announced a share repurchase program approved by the board of directors for the purchase of up to 8 million shares of common stockthat will terminate on April 24, 2017. Through December 31, 2016 , 1,937,343 shares had been repurchased, and 6,062,657 shares remained available forpurchase under this program. Under the Merger Agreement relating to the Acquisition, we were restricted from repurchasing shares of our common stockprior to the consummation of the merger. For a period of two years subsequent to the Closing Date, we will continue to be subject to certain restrictions onour ability to conduct share repurchases.23Performance GraphThis graph compares the total shareholder return on our common stock with the cumulative total return of the Standard & Poor’s 1000 Index (the S&P1000), our current peer group (the 2016 Peer Group) and our prior peer group (the 2015 Peer Group). The 2015 Peer Group consists of a customized peer group offour companies comprised of: Orbital ATK, Inc., TDCC, Oxy, and Westlake. The 2016 Peer Group consists of a customized peer group of five companiescomprised of: TDCC, Huntsman Corporation, Trinseo S.A., Oxy and Westlake.We adjusted the peer group to better reflect companies that are in our current line of business which was primarily driven by acquisitions and divestitureswithin our prior peer group. We believe the current peer group provides a better and more accurate basis to compare our performance.Data is for the five-year period from December 31, 2011 through December 31, 2016. The cumulative return includes reinvestment of dividends. The PeerGroups are weighted in accordance with market capitalization (closing stock price multiplied by the number of shares outstanding) as of the beginning of each ofthe five years covered by the performance graph. We calculated the weighted return for each year by multiplying (a) the percentage that each corporation’s marketcapitalization represented of the total market capitalization for all corporations in the Peer Groups for such year by (b) the total shareholder return for thatcorporation for such year.24Item 6. SELECTED FINANCIAL DATAFIVE-YEAR SUMMARY 2016 2015 2014 2013 2012Operations ($ and shares in millions, except per share data)Sales $5,551 $2,854 $2,241 $2,515 $2,185Cost of goods sold 4,924 2,487 1,853 2,034 1,748Selling and administration 323 186 166 190 169Restructuring charges 113 3 16 6 9Acquisition-related costs 49 123 4 — 8Other operating income 11 46 2 1 8Earnings of non-consolidated affiliates 2 2 2 3 3Interest expense 192 97 44 39 26Interest income and other income (expense) 3 1 1 — (10)Income (loss) before taxes from continuing operations (34) 7 163 250226Income tax (benefit) provision (30) 8 58 71 76Income (loss) from continuing operations (4) (1) 105 179 150Discontinued operations, net — — 1 — —Net (loss) income $(4) $(1) $106 $179 $150Financial position Cash and cash equivalents and restricted cash $185 $392 $257 $312 $177Working capital, excluding cash and cash equivalents 439 395 182 125 150Property, plant and equipment, net 3,705 3,953 931 988 1,034Total assets 8,763 9,289 2,689 2,790 2,762Capitalization: Short-term debt 81 205 16 13 24Long-term debt 3,537 3,644 650 665 674Shareholders’ equity 2,273 2,419 1,013 1,101 998Total capitalization $5,891 $6,268 $1,679 $1,779 $1,696Per share data Basic: Continuing operations $(0.02) $(0.01) $1.33 $2.24 $1.87Discontinued operations, net — — 0.01 — —Net (loss) income $(0.02) $(0.01) $1.34 $2.24 $1.87Diluted: Continuing operations $(0.02) $(0.01) $1.32 $2.21 $1.85Discontinued operations, net — — 0.01 — —Net (loss) income $(0.02) $(0.01) $1.33 $2.21 $1.85Common Cash Dividends 0.80 0.80 0.80 0.80 0.80Market price of common stock: High 26.93 34.34 29.28 29.52 23.48Low 12.29 15.73 20.43 21.29 18.40Year end 25.61 17.26 22.77 28.85 21.59Other Capital expenditures $278 $131 $72 $91 $256Depreciation and amortization 534 229 139 135 111Common dividends paid 132 80 63 64 64Repurchases of common stock — — 65 36 3Current ratio 1.7 1.7 2.2 2.1 1.7Total debt to total capitalization 61.4% 61.4% 39.7% 38.1% 41.1%Effective tax rate 88.6% 120.9% 35.5% 28.6% 33.6%Average common shares outstanding - diluted 165.2 103.4 79.7 80.9 81.0Shareholders 4,200 4,500 3,600 3,900 4,100Employees 6,400 6,200 3,900 4,100 4,100Since August 22, 2012, our Selected Financial Data reflects the acquisition of K.A. Steel Chemicals Inc. (KA Steel). Since October 5, 2015, our SelectedFinancial Data reflects the operating results of the Acquired Business. Our Selected Financial Data also reflects the adoption of Accounting Standard Update(ASU) 2015-03, “Simplifying the Presentation of Debt Issuance Costs” which required retrospective application. See the Note “Recent AccountingPronouncements” of the notes to consolidated financial statements contained in Item 8.25Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSBUSINESS BACKGROUNDWe are a leading vertically-integrated global manufacturer and distributor of chemical products and a leading U.S. manufacturer of ammunition. Ouroperations are concentrated in three business segments: Chlor Alkali Products and Vinyls, Epoxy and Winchester. All of our business segments are capitalintensive manufacturing businesses. Chlor Alkali Products and Vinyls operating rates are closely tied to the general economy. Each segment has a commodityelement to it, and therefore, our ability to influence pricing is quite limited on the portion of the segment’s business that is strictly commodity. Our Chlor Alkali Products and Vinyls segment is a commodity business where all supplier products are similar and price is the major supplier selectioncriterion. We have little or no ability to influence prices in the large, global commodity markets. Our Chlor Alkali Products and Vinyls segment produces some ofthe most widely used chemicals in the world that can be upgraded into a wide variety of downstream chemical products used in many end-markets. Cyclical priceswings, driven by changes in supply/demand, can be abrupt and significant and, given capacity in our Chlor Alkali Products and Vinyls segment, can lead to verysignificant changes in our overall profitability. The Epoxy segment consumes products manufactured by the Chlor Alkali Products and Vinyls segment. While competitive differentiation exists throughdownstream customization and product development opportunities, pricing is extremely competitive with a broad range of competitors across the globe.Winchester also has a commodity element to its business, but a majority of Winchester ammunition is sold as a branded consumer product where there areopportunities to differentiate certain offerings through innovative new product development and enhanced product performance. While competitive pricing versusother branded ammunition products is important, it is not the only factor in product selection.RECENT DEVELOPMENTS AND HIGHLIGHTS2016 OverviewIn 2016, Chlor Alkali Products and Vinyls generated segment income of $224.9 million compared to $115.5 million for 2015. The improvement in the ChlorAlkali Products and Vinyls segment income reflects the inclusion of a full year of the Acquired Chlor Alkali Business and lower freight costs, primarily driven bythe realization of synergies, partially offset by lower product prices. The lower product prices were primarily due to caustic soda, hydrochloric acid and potassiumhydroxide prices, partially offset by increased chlorine prices. The Chlor Alkali Products and Vinyls segment income in 2015 was also impacted by the recognitionof $6.7 million of additional costs of goods sold related to the fair value adjustment related to the purchase accounting for inventory and insurance recoveries of$11.4 million. Chlor Alkali Products and Vinyls segment income included depreciation and amortization expense of $418.1 million and $186.1 million in 2016 and2015, respectively.During the second half of 2016, Chlor Alkali Products and Vinyls segment results began to reflect improvements in caustic soda prices. For the final ninemonths of 2016, caustic soda price indices have increased resulting in positive product price momentum into 2017. During the fourth quarter of 2016, a causticsoda price increase was announced for $40 per ton and, during February 2016, an additional caustic soda price increase of $60 per ton was announced. While thesuccess of these caustic soda price increases are not yet known, the majority of the benefit, if realized, would impact 2017 results.In 2016, Epoxy generated segment income of $15.4 million compared to a segment loss of $7.5 million for 2015. The fourth quarter of 2015 was impactedby the recognition of $17.3 million of additional costs of goods sold related to the fair value adjustment related to the purchase accounting for inventory.Additionally, Epoxy segment results were higher than the prior year due to the ownership of the Acquired Business for the full year. Epoxy segment resultsincluded depreciation and amortization expense of $90.0 million and $20.9 million in 2016 and 2015, respectively.Winchester reported segment income of $120.9 million for 2016 compared to $115.6 million for 2015. The increase in segment income in 2016 comparedto 2015 reflects lower commodity and other material costs and increased volumes. These increases were partially offset by lower product prices and higheroperating costs. Winchester’s segment income included depreciation and amortization expense of $18.5 million and $17.4 million in 2016 and 2015, respectively.Other operating income for 2016 included an $11.0 million insurance recovery for property damage and business interruption related to a 2008 chlor alkalifacility incident.26During 2016, Olin entered into arrangements to increase our supply of low cost electricity. These arrangements improve manufacturing flexibility at ourFreeport, TX and Plaquemine, LA facilities, reduce our overall electricity cost and accelerate the realization of cost synergies available from the AcquiredBusiness. In conjunction with these arrangements, Olin made payments of $175.7 million during 2016.In 2016, we entered into sale/leaseback transactions for railcars that we acquired in connection with the Acquisition. We received proceeds from the sales of$40.4 million.FinancingDuring 2016, we repaid $125.0 million of 6.75% senior notes due 2016 (2016 Notes), which became due, $67.5 million under the required quarterlyinstallments of the $1,350.0 million senior term loan facility and $12.2 million due under the annual requirements of the SunBelt Notes.On December 20, 2016, we entered into a three year, $250.0 million Receivables Financing Agreement. As of December 31, 2016, $210.0 million wasdrawn under this program and the proceeds were used to repay a portion of the Sumitomo Credit Facility.RestructuringOn March 21, 2016, we announced that we had made the decision to close a combined total of 433,000 tons of chlor alkali capacity across three separatelocations. Associated with this action, we have permanently closed our Henderson, NV chlor alkali plant with 153,000 tons of capacity and have reconfigured thesite to manufacture bleach and distribute caustic soda and hydrochloric acid. Also, the capacity of our Niagara Falls, NY chlor alkali plant has been reduced from300,000 tons to 240,000 tons and the chlor alkali capacity at our Freeport, TX facility was reduced by 220,000 tons. This 220,000 ton reduction was entirely fromdiaphragm cell capacity. For the year ended December 31, 2016 , we recorded pretax restructuring charges of $111.3 million , of which $76.6 million of thesecharges were non-cash asset impairment charges for equipment and facilities. We expect to incur additional restructuring charges through 2020 of approximately$33 million related to these capacity reductions.AcquisitionOn the Closing Date, we acquired from TDCC the Acquired Business, whose operating results are included in the accompanying financial statements sincethe date of the Acquisition. For segment reporting purposes, the Acquired Business’s Global Epoxy operating results comprise the Epoxy segment and theAcquired Chlor Alkali Business operating results combined with our former Chlor Alkali Products and Chemical Distribution segments comprise the Chlor AlkaliProducts and Vinyls segment.Under the Merger Agreement dated March 26, 2015, the aggregate purchase price for the Acquired Business was $5,136.7 million , after the final postclosing adjustments. The $5,136.7 million consisted of $2,095.0 million of cash and debt transferred to TDCC and approximately 87.5 million shares of Olincommon stock valued at $1,527.4 million , plus the assumption of pension liabilities of $442.3 million and long-term debt of $569.0 million . During 2016,payments of $69.5 million were made related to certain acquisition related liabilities including the final working capital adjustment. The value of the common stockwas based on the closing stock price on the last trading day prior to the Closing Date of $17.46.Certain additional agreements were entered into, including, among others, an Employee Matters Agreement, a Tax Matters Agreement, site, transitional andother service agreements, supply and purchase agreements, real estate agreements, technology licenses and intellectual property agreements. In addition, Olin andTDCC agreed in connection with the Acquisition to enter into arrangements for the long-term supply of ethylene by TDCC to Olin, pursuant to which, among otherthings, Olin made upfront payments on the Closing Date of $433.5 million in order to receive ethylene at producer economics and for certain reservation fees forthe option to obtain additional future ethylene supply at producer economics. During 2016, one of the options to obtain additional future ethylene supply atproducer economics was exercised by us and, accordingly, additional payments will be made to TDCC of $209.4 million in 2017. On February 27, 2017, weexercised the remaining option to obtain additional future ethylene supply and in connection with the exercise we also secured a long-term customer arrangement.Consequently, additional payments will be made to TDCC of between $425 million and $465 million on or about the fourth quarter of 2020.27In connection with the Acquisition, TDCC retained liabilities relating to the Acquired Business for litigation, releases of hazardous materials and violationsof environmental law to the extent arising prior to the Closing Date.In connection with the Acquisition, we filed a Certificate of Amendment to our Articles of Incorporation to increase the number of authorized shares of Olincommon stock from 120.0 million shares to 240.0 million shares. Olin issued approximately 87.5 million shares of Olin common stock on the Closing Date thatrepresented approximately 53% of the outstanding shares of Olin common stock. Olin’s pre-merger shareholders continued to hold the remaining approximately47% of the outstanding shares of Olin common stock.We financed the cash and debt portion of the Acquisition with new long-term debt which consisted of $720.0 million aggregate principal amount of 9.75%senior notes due October 15, 2023, $500.0 million aggregate principal amount of 10.00% senior notes due October 15, 2025 and a $1,350.0 million five-year seniorterm loan facility, a portion of which was used to refinance the remaining $146.3 million outstanding on an existing term loan facility. Also in connection with theAcquisition, we obtained a three-year senior term loan facility in an aggregate principal amount of $800.0 million, which was primarily used to refinance existingindebtedness of the Acquired Business that was assumed by Olin.The Acquired Business’s results of operations have been included in our consolidated results for the period subsequent to the Closing Date. Our results forthe years ended December 31, 2016 and 2015 includes Epoxy sales of $1,822.0 million and $429.6 million , respectively, and segment income (loss) of $15.4million and $(7.5) million , respectively. For the years ended December 31, 2016 and 2015, Chlor Alkali Products and Vinyls include sales of the Acquired ChlorAlkali Business of $1,715.7 million and $373.0 million , respectively, and segment income of $164.5 million and $37.2 million , respectively.For the years ended December 31, 2016, 2015 and 2014, we incurred acquisition-related costs in connection with the Acquisition and related transactions,including $48.8 million , $76.3 million and $4.2 million , respectively, of advisory, legal, accounting, integration and other professional fees. For the year endedDecember 31, 2015, we also incurred acquisition-related costs of $47.1 million as a result of the change in control, which created a mandatory acceleration ofexpenses under deferred compensation plans as a result of the transactions and $30.5 million of financing-related fees. As a result of the Acquisition, we believe we can generate at least $250 million in annual cost synergies by 2019, or if we are able to increase sales to newthird-party customers and access new product markets as a result of the Acquisition, the potential for additional annual synergies of up to $100 million. Synergiesrealized in 2016 were approximately $75 million primarily related to cost savings. During the first three years we expect to incur $100 million to $150 million intransition-related costs and $255 million in incremental capital spending and payments under electricity supply contracts which we believe are necessary to realizethe anticipated synergies.PENSION AND POSTRETIREMENT BENEFITSUnder ASC 715, we recorded an after-tax charge of $37.5 million ($61.0 million pretax) to shareholders’ equity as of December 31, 2016 for our pensionand other postretirement plans. This charge primarily reflected a 30 -basis point decrease in the domestic pension plans’ discount rate, partially offset by favorableperformance on plan assets during 2016 . In 2015, we recorded an after-tax charge of $78.8 million ($125.3 million pretax) to shareholders’ equity as ofDecember 31, 2015 for our pension and other postretirement plans. This charge reflected unfavorable performance on plan assets during 2015, partially offset by a50-basis point increase in the domestic pension plans’ discount rate. In 2014, we recorded an after-tax charge of $86.6 million ($142.0 million pretax) toshareholders’ equity as of December 31, 2014 for our pension and other postretirement plans. This charge reflected a 60-basis point decrease in the plans’ discountrate and the negative impact of updated mortality tables, partially offset by favorable performance on plan assets during 2014. Our benefit obligation as ofDecember 31, 2014 increased approximately $90 million pretax as a result of updated mortality tables. The non-cash charges to shareholders’ equity do not affectour ability to borrow under our senior credit facility.Effective as of the Closing Date, we changed the approach used to measure service and interest costs for our defined benefit pension plans and on December31, 2015 changed this approach for our other postretirement benefits. Prior to the Closing Date, we measured service and interest costs utilizing a single weighted-average discount rate derived from the yield curve used to measure the plan obligations. Subsequent to the Closing Date for our defined benefit pension plans andbeginning in 2016 for our other postretirement benefits, we elected to measure service and interest costs by applying the specific spot rates along the yield curve tothe plans’ estimated cash flows. We believe the new approach provides a more precise measurement of service and interest costs by aligning the timing of theplans’ liability cash flows to the corresponding spot rates on the yield curve. This change does not affect the measurement of our plan obligations. We haveaccounted for this change as a change in accounting estimate and, accordingly, have accounted for it on a prospective basis.28During the fourth quarter of 2014, the SOA issued the final report of its mortality tables and mortality improvement scales. The updated mortality datareflected increasing life expectancies in the U.S. During the third quarter of 2012, the MAP-21 became law. The law changed the mechanism for determininginterest rates to be used for calculating minimum defined benefit pension plan funding requirements. Interest rates are determined using an average of rates for a25-year period, which can have the effect of increasing the annual discount rate, reducing the defined benefit pension plan obligation, and potentially reducing oreliminating the minimum annual funding requirement. The law also increased premiums paid to the PBGC. During the third quarter of 2014, HATFA 2014 becamelaw, which includes an extension of MAP-21’s defined benefit plan funding stabilization relief.As of the Closing Date and as part of the Acquisition, our U.S. qualified defined benefit pension plan assumed certain U.S. qualified defined benefit pensionobligations and assets related to active employees and certain terminated, vested retirees of the Acquired Business with a net liability of $281.7 million. Inconnection therewith, pension assets were transferred from TDCC’s U.S. qualified defined benefit pension plans to our U.S. qualified defined benefit pension planduring 2016. Immediately prior to the Acquisition, the Acquired Business’s participant accounts assumed in the Acquisition were closed to new participants andwere no longer accruing additional benefits.During 2016, we made a discretionary cash contribution to our domestic qualified defined benefit pension plan of $6.0 million. Based on our planassumptions and estimates, we will not be required to make any cash contributions to the domestic qualified defined benefit pension plan at least through 2017 .As of the Closing Date, we assumed certain accrued defined benefit pension liabilities relating to employees of TDCC in Germany, Switzerland and otherinternational locations who transferred to Olin in connection with the Acquisition. The net liability assumed as of the Closing Date was $160.6 million. We alsohave a small Canadian defined benefit pension liability. In connection with international qualified defined benefit pension plans, we made cash contributions of$1.3 million , $0.9 million and $0.8 million in 2016, 2015, and 2014, respectively, and we anticipate less than $5 million of cash contributions to internationalqualified defined benefit pension plans in 2017 . At December 31, 2016 , the projected benefit obligation of $2,711.7 million exceeded the market value of assets in our qualified defined benefit pensionplans by $633.2 million , as calculated under ASC 715.Components of net periodic benefit (income) costs were: Years ended December 31, 2016 2015 2014 ($ in millions)Pension (benefits) costs$(37.1) $18.7 $(25.0)Other postretirement benefit costs2.5 6.7 6.6For the year ended December 31, 2015, pension costs included $47.1 million of costs incurred as a result of the change in control, which created amandatory acceleration of expenses under our domestic non-qualified pension plan as a result of the Acquisition. These charges were included in acquisition-related costs.For both the years ended December 31, 2015 and 2014, we recorded a curtailment charge of $0.2 million associated with permanently closing a portion ofthe Becancour, Canada chlor alkali facility that has been shut down since late June 2014. These charges were included in restructuring charges.The service cost and the amortization of prior service cost components of pension expense related to employees of the operating segments are allocated tothe operating segments based on their respective estimated census data.29CONSOLIDATED RESULTS OF OPERATIONS Years ended December 31, 2016 2015 2014 ($ in millions, except per share data)Sales$5,550.6 $2,854.4 $2,241.2Cost of goods sold4,923.7 2,486.8 1,853.2Gross margin626.9 367.6 388.0Selling and administration323.2 186.3 166.1Restructuring charges112.9 2.7 15.7Acquisition-related costs48.8 123.4 4.2Other operating income10.6 45.7 1.5Operating income152.6 100.9 203.5Earnings of non-consolidated affiliates1.7 1.7 1.7Interest expense191.9 97.0 43.8Interest income3.4 1.1 1.3Income (loss) from continuing operations before taxes(34.2) 6.7 162.7Income tax (benefit) provision(30.3) 8.1 57.7Income (loss) from continuing operations(3.9) (1.4) 105.0Income from discontinued operations, net— — 0.7Net (loss) income$(3.9) $(1.4) $105.7Net (loss) income per common share: Basic (loss) income per common share: Income (loss) from continuing operations$(0.02) $(0.01) $1.33Income from discontinued operations, net— — 0.01Net (loss) income$(0.02) $(0.01) $1.34Diluted (loss) income per common share: Income (loss) from continuing operations$(0.02) $(0.01) $1.32Income from discontinued operations, net— — 0.01Net (loss) income$(0.02) $(0.01) $1.332016 Compared to 2015Sales for 2016 were $5,550.6 million compared to $2,854.4 million last year, an increase of $2,696.2 million , or 94% . The sales increase was primarilydue to the inclusion of a full year of the Acquired Business of $2,735.1 million . Chlor Alkali Products and Vinyls sales generated from legacy businessesdecreased $56.8 million due to lower product prices and volumes. The lower volumes were primarily due to hydrochloric acid and potassium hydroxide volumes,partially offset by increased chlorine and caustic soda volumes. The lower product prices were primarily due to caustic soda, hydrochloric acid and potassiumhydroxide prices, partially offset by increased chlorine prices. Winchester sales increased by $17.9 million from the prior year due to increased shipments tocommercial customers and law enforcement agencies, partially offset by decreased shipments to industrial and military customers.Gross margin increased $259.3 million , or 71% , from 2015 primarily due to the inclusion of a full year of the Acquired Business of $264.2 million whichincludes the fourth quarter of 2015 impact of additional costs of goods sold related to the fair value adjustment related to the purchase accounting for inventory of$24.0 million. Chlor Alkali Products and Vinyls gross margin generated from legacy businesses decreased $16.1 million primarily due to lower product prices andinsurance recoveries recognized in 2015, partially offset by lower freight costs, primarily driven by the realization of synergies. The insurance recoveriesrepresented reimbursement of costs incurred and expensed in prior periods, primarily related to the portion of the Becancour, Canada chlor alkali facility that hasbeen shut down since late June 2014. Winchester gross margin increased $7.6 million primarily due to lower commodity and other material costs and increasedvolumes, partially offset by lower product prices and higher operating costs. Gross margin was also impacted by lower environmental costs of $6.5 million. Grossmargin as a percentage of sales decreased to 11% in 2016 from 13% in 2015.30Selling and administration expenses in 2016 increased $136.9 million , or 73% , from 2015, primarily due to the inclusion of a full year of the AcquiredBusiness’s selling and administration costs of $100.6 million, increased consulting fees of $11.6 million, increased legal and legal-related settlement expenses of$7.3 million, increased stock-based compensation expense of $6.8 million, which includes mark-to-market adjustments, and increased non-income tax expense of$4.0 million. Selling and administration expenses as a percentage of sales were 6% in 2016 and 7% in 2015.Restructuring charges in 2016 of $112.9 million were primarily associated with the closure of 433,000 tons of chlor alkali capacity across three separatelocations, of which $76.6 million were non-cash asset impairment charges. Restructuring charges for 2016 and 2015 were also associated with permanently closinga portion of the Becancour, Canada chlor alkali facility and the relocation of our Winchester centerfire ammunition manufacturing operations from East Alton, ILto Oxford, MS which was completed during 2016.Acquisition-related costs for the years ended December 31, 2016 and 2015 were associated with the Acquisition and consisted of advisory, legal,accounting, integration and other professional fees. For the year ended December 31, 2015, acquisition-related costs also included $47.1 million of costs incurredas a result of the change in control, which created a mandatory acceleration of expenses under deferred compensation plans.Other operating income in 2016 included an $11.0 million insurance recovery for property damage and business interruption related to a 2008 chlor alkalifacility incident. Other operating income in 2015 included insurance recoveries for property damage and business interruption of $42.3 million related to theportion of the Becancour, Canada chlor alkali facility that has been shut down since late June 2014 and $3.7 million related to the McIntosh, AL chlor alkalifacility.Interest expense increased by $94.9 million in 2016 due to a higher level of debt outstanding due to the financing of the Acquisition and higher interest rates.These increases were partially offset by acquisition financing expenses incurred in 2015 of $30.5 million primarily for the Bridge Financing associated with theAcquisition.The effective tax rate from continuing operations for 2016 included a benefit of $4.8 million associated with return to provision adjustments for thefinalization of our prior years’ U.S. federal and state income tax returns. The return to provision adjustment for 2016 included $14.9 million of benefit primarilyassociated with a change in estimate related to the calculation of salt depletion and $9.7 million of expense associated with the correction of an immaterial errorrelated to non-deductible acquisition costs. The effective tax rate from continuing operations for 2016 also included an expense of $4.1 million related to changesin uncertain tax positions for prior tax years and a benefit of $3.2 million related to the remeasurement of deferred taxes due to a decrease in our state effective taxrates. After giving consideration to these items, the effective tax rate from continuing operations for 2016 of 77.2% was higher than the 35% U.S. federal statutoryrate, primarily due to favorable permanent salt depletion deductions in combination with a pretax loss. The effective tax rate from continuing operations for 2015included $8.9 million of expense associated with certain transaction costs related to the Acquisition that are not deductible for U.S. tax purposes partially offset by$2.6 million of benefit associated with salt depletion deductions. After giving consideration to these items, the effective tax rate from continuing operations for2015 of 26.9% was lower than the 35% U.S. federal statutory rate, primarily due to favorable permanent tax deduction items, such as the domestic manufacturingdeduction and tax deductible dividends paid to the Contributing Employee Ownership Plan (CEOP).2015 Compared to 2014Sales for 2015 were $2,854.4 million compared to $2,241.2 million in 2014, an increase of $613.2 million, or 27%. Sales of the Acquired Business were$802.6 million. Chlor Alkali Products and Vinyls sales generated from legacy businesses decreased by $162.4 million primarily due to lower chlorine, caustic soda,potassium hydroxide and hydrochloric acid volumes and lower product prices, predominantly caustic soda and bleach partially offset by higher chlorine prices.Winchester sales decreased by $27.0 million primarily due to lower shipments to commercial customers, partially offset by increased shipments to militarycustomers.Gross margin decreased $20.4 million, or 5%, from 2014. Gross margin of the Acquired Business was $52.8 million, which included additional costs ofgoods sold of $24.0 million related to the fair value adjustment related to the purchase accounting for inventory. Chlor Alkali Products and Vinyls gross marginfrom legacy businesses declined $55.4 million, primarily due to decreased chlorine, caustic soda, potassium hydroxide and hydrochloric acid volumes and lowerproduct prices, partially offset by lower operating costs and property damage and business interruption insurance recoveries. The lower product prices werepredominantly due to caustic soda and bleach, partially offset by higher chlorine prices. Winchester gross margin was lower by $12.1 million primarily due tolower volumes and a less favorable product mix for pistol and shotshell ammunition, partially offset by decreased commodity and other material costs. Grossmargin was also negatively impacted by higher environmental costs of $7.5 million. Gross margin as a percentage of sales was 13% in 2015 and 17% in 2014.31Selling and administration expenses in 2015 increased $20.2 million , or 12%, from 2014, primarily due to selling and administration costs of the AcquiredBusiness of $25.4 million and an increase in stock-based compensation expense of $3.2 million, which includes mark-to-market adjustments, partially offset bydecreased consulting fees of $4.8 million and lower legal and legal-related settlement expenses of $4.3 million. Selling and administration expenses as a percentageof sales were 7% for both 2015 and 2014.Restructuring charges in 2015 and 2014 of $2.7 million and $15.7 million, respectively, were associated with permanently closing a portion of theBecancour, Canada chlor alkali facility and the relocation of our Winchester centerfire ammunition manufacturing operations from East Alton, IL to Oxford, MSwhich was completed during 2016. Restructuring charges in 2014 were also associated with exiting the use of mercury cell technology in the chlor alkalimanufacturing process.Acquisition-related costs for the years ended December 31, 2015 and 2014 were associated with the Acquisition. For the years ended December 31, 2015and 2014 acquisition-related costs included $76.3 million and $4.2 million, respectively, for advisory, legal, accounting, integration and other professional fees. Forthe year ended December 31, 2015 acquisition-related costs also included $47.1 million of costs incurred as a result of the change in control, which created amandatory acceleration of expenses under deferred compensation plans.Other operating income in 2015 included insurance recoveries for property damage and business interruption of $42.3 million related to the portion of theBecancour, Canada chlor alkali facility that has been shut down since late June 2014 and $3.7 million related to the McIntosh, AL chlor alkali facility. Otheroperating income in 2014 included a gain of $1.0 million for the resolution of a contract matter.Interest expense increased by $53.2 million in 2015 due to acquisition financing expenses of $30.5 million primarily for the Bridge Financing associatedwith the Acquisition, a higher level of debt outstanding due to the financing of the Acquisition and higher interest rates. This increase was partially offset by $9.5million related to the call premium and the write-off of unamortized deferred debt issuance costs associated with the redemption of our $150.0 million 8.875%senior notes (2019 Notes) that occurred in August 2014.The effective tax rate from continuing operations for 2015 included $8.9 million of expense associated with certain transaction costs related to theAcquisition that are not deductible for U.S. tax purposes partially offset by $2.6 million of benefit associated with salt depletion deductions. After givingconsideration to these items, the effective tax rate from continuing operations for 2015 of 26.9% was lower than the 35% U.S. federal statutory rate, primarily dueto favorable permanent tax deduction items, such as the domestic manufacturing deduction and tax deductible dividends paid to the CEOP. The effective tax ratefrom continuing operations for 2014 included $1.2 million of benefit associated with the return to provision adjustment for the finalization of our 2013 U.S. federaland state income tax returns and $0.7 million of benefit associated with the expiration of the statutes of limitations in federal and state jurisdictions. These itemswere partially offset by $0.8 million of expense associated with increases in valuation allowances on certain state tax credit balances primarily associated with achange in state tax law and $0.6 million of expense related to the remeasurement of deferred taxes due to an increase in state effective tax rates. After givingconsideration to these four items of $0.5 million, the effective tax rate from continuing operations for 2014 of 35.8% was slightly higher than the 35% U.S. federalstatutory rate, primarily due to state income taxes net of utilization of certain state tax credits, partially offset by favorable permanent tax deduction items, such asthe domestic manufacturing deduction and tax deductible dividends paid to the CEOP.32SEGMENT RESULTSWe define segment results as income (loss) from continuing operations before interest expense, interest income, other operating income, other income(expense) and income taxes, and include the results of non-consolidated affiliates. Consistent with the guidance in ASC 280 “Segment Reporting” (ASC 280), wehave determined it is appropriate to include the operating results of non-consolidated affiliates in the relevant segment financial results. Beginning in the fourthquarter of 2015, we modified our reportable segments due to changes in our organization resulting from the Acquisition. We have three operating segments: ChlorAlkali Products and Vinyls, Epoxy and Winchester. For segment reporting purposes, the Acquired Business’s Global Epoxy operating results comprise the Epoxysegment and the Acquired Chlor Alkali Business operating results combined with our former Chlor Alkali Products and Chemical Distribution segments comprisethe Chlor Alkali Products and Vinyls segment. This reporting structure has been retrospectively applied to financial results for all periods presented. The threeoperating segments reflect the organization used by our management for purposes of allocating resources and assessing performance. Chlorine used in our Epoxysegment is transferred at cost from the Chlor Alkali Products and Vinyls segment. Sales and profits are recognized in the Chlor Alkali Products and Vinyls segmentfor all caustic soda generated and sold by Olin. Years ended December 31, 2016 2015 2014Sales:($ in millions)Chlor Alkali Products and Vinyls$2,999.3 $1,713.4 $1,502.8Epoxy1,822.0 429.6 —Winchester729.3 711.4 738.4Total sales$5,550.6 $2,854.4 $2,241.2Income (loss) from continuing operations before taxes: Chlor Alkali Products and Vinyls (1)$224.9 $115.5 $130.1Epoxy15.4 (7.5) —Winchester120.9 115.6 127.3Corporate/Other: Pension income (2)53.6 35.2 32.4Environmental expense (3)(9.2) (15.7) (8.2)Other corporate and unallocated costs(100.2) (60.1) (58.0)Restructuring charges (4)(112.9) (2.7) (15.7)Acquisition-related costs (5)(48.8) (123.4) (4.2)Other operating income (6)10.6 45.7 1.5Interest expense (7)(191.9) (97.0) (43.8)Interest income3.4 1.1 1.3Income (loss) from continuing operations before taxes$(34.2) $6.7 $162.7(1)Earnings of non-consolidated affiliates are included in the Chlor Alkali Products and Vinyls segment results consistent with management’s monitoring ofthe operating segment. The earnings from non-consolidated affiliates were $1.7 million for each of the years ended December 31, 2016, 2015 and 2014. (2)The service cost and the amortization of prior service cost components of pension expense related to the employees of the operating segments are allocatedto the operating segments based on their respective estimated census data. All other components of pension costs are included in corporate/other andinclude items such as the expected return on plan assets, interest cost and recognized actuarial gains and losses.(3)Environmental expense for the year ended December 31, 2014 included $1.4 million of recoveries from third parties for costs incurred and expensed in priorperiods. Environmental expense is included in cost of goods sold in the consolidated statements of operations.(4)Restructuring charges for the year ended December 31, 2016 were associated with the closure of 433,000 tons of chlor alkali capacity across three separatelocations, of which $76.6 million of these charges were non-cash asset impairment33charges for equipment and facilities, permanently closing a portion of the Becancour, Canada chlor alkali facility and the relocation of our Winchestercenterfire ammunition manufacturing operations from East Alton, IL to Oxford, MS which was completed during 2016. Restructuring charges for the yearended December 31, 2015 were associated with permanently closing a portion of the Becancour, Canada chlor alkali facility and the relocation of ourWinchester centerfire ammunition manufacturing operations from East Alton, IL to Oxford, MS. Restructuring charges for the year ended December 31,2014 were associated with the relocation of our Winchester centerfire ammunition manufacturing operations from East Alton, IL to Oxford, MS and exitingthe use of mercury cell technology in the chlor alkali manufacturing process.(5)Acquisition-related costs for the years ended December 31, 2016, 2015 and 2014 were related to the Acquisition and consisted of advisory, legal,accounting, integration and other professional fees. For the year ended December 31, 2015 acquisition-related costs also included $47.1 million of costsincurred as a result of the change in control, which created a mandatory acceleration of expenses under deferred compensation plans.(6)Other operating income for the year ended December 31, 2016 included an $11.0 million insurance recovery for property damage and business interruptionrelated to a 2008 chlor alkali facility incident. Other operating income for the year ended December 31, 2015 included insurance recoveries for propertydamage and business interruption of $42.3 million related to the portion of the Becancour, Canada chlor alkali facility that has been shut down since lateJune 2014 and $3.7 million related to the McIntosh, AL chlor alkali facility. Other operating income for the year ended December 31, 2014 included a gainof $1.0 million for the resolution of a contract matter.(7)Interest expense for the year ended December 31, 2015 included acquisition financing expenses of $30.5 million primarily for the Bridge Financingassociated with the Acquisition. Interest expense for the year ended December 31, 2014 included $9.5 million for the call premium and the write-off ofunamortized deferred debt issuance costs and unamortized discount associated with the redemption of our 2019 Notes, which would have matured onAugust 15, 2019. Interest expense was reduced by capitalized interest of $1.9 million, $1.1 million and $0.2 million for the years ended December 31, 2016,2015 and 2014, respectively.Chlor Alkali Products and Vinyls2016 Compared to 2015Chlor Alkali Products and Vinyls sales for 2016 were $2,999.3 million compared to $1,713.4 million for 2015, an increase of $1,285.9 million , or 75%. Sales of the Acquired Chlor Alkali Business were $1,715.7 million compared to $373.0 million for 2015, an increase of $1,342.7 million , which was primarilydue to the inclusion of a full year of the Acquired Chlor Alkali Business. Chlor Alkali Products and Vinyls sales generated from legacy businesses decreased $56.8million from 2015. The decrease was primarily due to lower product prices ($35.3 million) and lower volumes ($21.5 million). The lower product prices wereprimarily due to caustic soda, hydrochloric acid and potassium hydroxide prices, partially offset by increased chlorine prices. The lower volumes were primarilydue to hydrochloric acid and potassium hydroxide volumes, partially offset by increased chlorine and caustic soda volumes.Chlor Alkali Products and Vinyls generated segment income of $224.9 million for 2016 compared to $115.5 million for 2015, an increase of $109.4 million, or 95% . Chlor Alkali Products and Vinyls segment income was higher primarily due to the inclusion of a full year of the Acquired Chlor Alkali Business ($127.2million) which included the fourth quarter of 2015 impact of additional costs of goods sold related to the fair value adjustment related to the purchase accountingfor inventory ($6.7 million). Chlor Alkali Products and Vinyls segment income generated from legacy businesses decreased $17.8 million primarily due to lowerproduct prices ($35.3 million), insurance recoveries recognized in 2015 ($11.4 million), and lower volumes ($0.3 million). The lower product prices were primarilydue to caustic soda, hydrochloric acid and potassium hydroxide prices, partially offset by increased chlorine prices. The insurance recoveries representedreimbursement of costs incurred and expensed in prior periods, primarily related to the portion of the Becancour, Canada chlor alkali facility that has been shutdown since late June 2014. These decreases were partially offset by lower freight costs, primarily driven by the realization of synergies ($24.2 million) and loweroperating and material costs ($5.0 million). Chlor Alkali Products and Vinyls segment income included depreciation and amortization expense of $418.1 millionand $186.1 million in 2016 and 2015, respectively.342015 Compared to 2014Chlor Alkali Products and Vinyls sales for 2015 were $1,713.4 million compared to $1,502.8 million for 2014, an increase of $210.6 million , or 14% . Thesales increase was primarily due to the inclusion of the Acquired Chlor Alkali Business ( $373.0 million ), partially offset by lower product prices ($39.3 million)and lower volumes of chlorine and caustic soda ($96.9 million), potassium hydroxide ($17.3 million) and hydrochloric acid ($9.4 million). The lower productprices were predominantly due to caustic soda and bleach prices, partially offset by increased chlorine prices.Chlor Alkali Products and Vinyls generated segment income of $115.5 million for 2015 compared to $130.1 million for 2014, a decrease of $14.6 million ,or 11%. Chlor Alkali Products and Vinyls segment income was lower primarily due to decreased volumes ($56.9 million) and lower product prices ($39.3million). These decreases were partially offset by the contributions of the Acquired Chlor Alkali Business ($37.2 million), lower operating costs ($22.1 million),primarily due to lower energy costs, insurance recoveries ($11.4 million) and reduced costs associated with material purchased from other parties ($10.9 million).Segment income also included $6.7 million of additional costs of goods sold related to the fair value adjustment related to the purchase accounting for inventory.The decreased volumes were primarily due to chlorine and caustic soda, potassium hydroxide and hydrochloric acid. The lower product prices were predominantlydue to lower caustic soda and bleach prices, partially offset by increased chlorine prices. The insurance recoveries represent reimbursement of costs incurred andexpensed in prior periods primarily related to the portion of the Becancour, Canada chlor alkali facility that has been shut down since late June 2014. Chlor AlkaliProducts and Vinyls segment income included depreciation and amortization expense of $186.1 million and $119.4 million in 2015 and 2014, respectively.Epoxy2016 Compared to 2015Epoxy sales were $1,822.0 million for 2016 compared to $429.6 million for 2015, an increase of $1,392.4 million , or 324% . Epoxy sales were higher thanthe prior year primarily due to the inclusion of a full year of the Acquired Business.Epoxy reported segment income of $15.4 million for 2016 compared to a segment loss of $7.5 million for 2015, an increase of $22.9 million . The fourthquarter of 2015 was impacted by the recognition of additional costs of goods sold related to the fair value adjustment related to the purchase accounting forinventory ($17.3 million). Additionally, Epoxy segment income was higher than the prior year due to the inclusion of a full year of the Acquired Business. Epoxysegment results included depreciation and amortization expense of $90.0 million and $20.9 million in 2016 and 2015, respectively.Winchester2016 Compared to 2015Winchester sales were $729.3 million for 2016 compared to $711.4 million for 2015, an increase of $17.9 million , or 3% . The sales increase was primarilydue to increased shipments of ammunition to commercial customers ($19.7 million) and law enforcement agencies ($1.3 million). These increases were partiallyoffset by decreased shipments to military ($2.6 million) and industrial customers ($0.5 million).Winchester reported segment income of $120.9 million for 2016 compared to $115.6 million for 2015, an increase of $5.3 million , or 5% . The increase insegment income in 2016 compared to 2015 reflected the impact of lower commodity and other material costs ($15.8 million) and increased volumes ($13.4million). These increases were partially offset by the impact of lower selling prices ($13.8 million) and higher operating costs ($10.1 million). Winchester segmentincome included depreciation and amortization expense of $18.5 million and $17.4 million in 2016 and 2015, respectively.2015 Compared to 2014Winchester sales were $711.4 million for 2015 compared to $738.4 million for 2014, a decrease of $27.0 million , or 4% . The sales decrease was primarilydue to lower shipments of ammunition to domestic and international commercial customers ($26.2 million), law enforcement agencies ($12.7 million) andindustrial customers ($1.2 million). These decreases were partially offset by increased shipments to military customers ($13.1 million).Winchester reported segment income of $115.6 million for 2015 compared to $127.3 million for 2014, a decrease of $11.7 million , or 9% . The decrease insegment income in 2015 compared to 2014 reflected the impact of decreased volumes and a less favorable product mix for pistol and shotshell ammunition ($16.3million), lower selling prices ($7.7 million) and higher operating costs ($1.0 million), which include the impact of decreased costs associated with our newcenterfire operation35in Oxford, MS ($10.9 million). These decreases were partially offset by lower commodity and other material costs ($13.3 million). Winchester segment incomeincluded depreciation and amortization expense of $17.4 million and $16.3 million in 2015 and 2014, respectively.Corporate/Other2016 Compared to 2015For 2016, pension income included in corporate/other, was $53.6 million compared to $35.2 million for 2015, which excludes the impact of the change incontrol, which created a mandatory acceleration of expenses under deferred compensation plans associated with the Acquisition. On a total company basis, definedbenefit pension income was $37.1 million compared to an expense of $18.7 million for 2015, which includes the impact of the change in control which created amandatory acceleration of expenses under deferred compensation plans of $47.1 million associated with the Acquisition, and was included in acquisition-relatedcosts. On a total company basis, defined benefit pension income without this charge, was $28.4 million for 2015. The increase in pension income from 2015 wasprimarily due to the change in approach used to measure service and interest costs for our defined benefit pension plans.Charges to income for environmental investigatory and remedial activities were $9.2 million for 2016 compared to $15.7 million for 2015. These chargesrelated primarily to expected future investigatory and remedial activities associated with past manufacturing operations and former waste disposal sites.For 2016, other corporate and unallocated costs were $100.2 million compared to $60.1 million for 2015, an increase of $40.1 million , or 67% . Theincrease was primarily due to increased corporate infrastructure costs of $21.4 million, such as personnel, consulting and professional fees, that are necessary tosupport the Acquired Business, higher stock-based compensation expense of $6.9 million, which includes mark-to-market adjustments, increased legal and legal-related settlement expenses of $7.0 million and increased non-income tax expense of $4.3 million.2015 Compared to 2014For 2015, pension income included in corporate/other, excluding the impact of the change in control which created a mandatory acceleration of expensesunder deferred compensation plans associated with the Acquisition, was $35.2 million compared to $32.4 million for 2014. On a total company basis, definedbenefit pension expense was $18.7 million which includes the impact of the change in control which created a mandatory acceleration of expenses under deferredcompensation plans of $47.1 million associated with the Acquisition, and was included in acquisition-related costs. On a total company basis, defined benefitpension income without this charge, was $28.4 million for 2015 compared to $25.0 million for 2014. For the years ended December 31, 2015 and 2014, pensionincome included a curtailment charge of $0.1 million and $0.2 million, respectively, associated with permanently closing a portion of the Becancour, Canada chloralkali facility that has been shut down since late June 2014. These charges were included in restructuring charges.Charges to income for environmental investigatory and remedial activities were $15.7 million for 2015 compared to $8.2 million for 2014 which included$1.4 million of recoveries from third parties for costs incurred and expensed in prior periods. Without these recoveries, charges to income for environmentalinvestigatory and remedial activities would have been $9.6 million for 2014. These charges related primarily to expected future investigatory and remedialactivities associated with past manufacturing operations and former waste disposal sites.For 2015, other corporate and unallocated costs were $60.1 million compared to $58.0 million for 2014, an increase of $2.1 million, or 4%. The increasewas primarily due to increased stock-based compensation expense of $3.2 million, which includes mark-to-market adjustments, higher non-income tax expense of$2.2 million and increased audit fees of $2.2 million. These increases were partially offset by decreased legal and legal-related settlement expenses of $5.8 million.36RestructuringsOn March 21, 2016, we announced that we had made the decision to close a combined total of 433,000 tons of chlor alkali capacity across three separatelocations. Associated with this action, we have permanently closed our Henderson, NV chlor alkali plant with 153,000 tons of capacity and have reconfigured thesite to manufacture bleach and distribute caustic soda and hydrochloric acid. Also, the capacity of our Niagara Falls, NY chlor alkali plant has been reduced from300,000 tons to 240,000 tons and the chlor alkali capacity at our Freeport, TX facility was reduced by 220,000 tons. This 220,000 ton reduction was entirely fromdiaphragm cell capacity. For the year ended December 31, 2016 , we recorded pretax restructuring charges of $111.3 million for the write-off of equipment andfacility costs, lease and other contract termination costs, employee severance and related benefit costs, employee relocation costs and facility exit costs related tothese actions. We expect to incur additional restructuring charges through 2020 of approximately $33 million related to these capacity reductions. This estimate ofadditional restructuring charges does not include any additional charges related to a contract termination that is currently in dispute. The other party to the contracthas filed a demand for arbitration alleging, among other things, that Olin breached the related agreement and claimed damages in excess of the amount Olinbelieves it is obligated for under the contract. Any additional losses related to this contract dispute are not currently estimable because of unresolved questions offact and law but, if resolved unfavorably to Olin, they could have a material effect on our financial results.On December 12, 2014 , we announced that we had made the decision to permanently close the portion of the Becancour, Canada chlor alkali facility thathas been shut down since late June 2014. This action reduced the facility’s chlor alkali capacity by 185,000 tons. Subsequent to the shut down, the plantpredominantly focuses on bleach and hydrochloric acid, which are value-added products, as well as caustic soda. In the fourth quarter of 2014, we recorded pretaxrestructuring charges of $10.0 million for the write-off of equipment and facility costs, employee severance and related benefit costs and lease and other contracttermination costs related to these actions. For the years ended December 31, 2016 and 2015, we recorded pretax restructuring charges of $0.8 million and $2.0million , respectively, for the write-off of equipment and facility costs, lease and other contract termination costs and facility exit costs. We expect to incuradditional restructuring charges through 2018 of approximately $7 million related to the shut down of this portion of the facility.2017 OUTLOOKNet income in 2017 is projected to be in the $0.70 to $1.15 per diluted share range, which includes pretax restructuring charges and pretax acquisition-related integration costs totaling approximately $50 million. Net loss in 2016 was $0.02 per diluted share, which included pretax acquisition-related costs of $48.8million and pretax restructuring charges of $112.9 million.We currently expect the first quarter 2017 to have the lowest earnings per diluted share amount during 2017 due to the timing of planned maintenanceturnaround expenses.Chlor Alkali Products and Vinyls 2017 segment income is expected to be higher compared to 2016 segment income of $224.9 million reflecting highercaustic soda and EDC prices and expected benefits due to lower purchased ethylene prices.Epoxy 2017 segment income is expected to be higher than 2016 segment income of $15.4 million as improved volumes and lower operating costs arepartially offset by higher raw material costs.Winchester 2017 segment income is expected to be lower than the $120.9 million of segment income achieved during 2016 primarily driven by lowerammunition demand, driven by customer efforts to reduce inventory, and higher commodity and material costs. The Oxford, MS relocation project was completedduring the second quarter of 2016. This relocation reduced Winchester's annual operating costs by approximately $40 million in 2016 and, in 2017, we expect thecost savings from the completed project to reach approximately $45 million.Other Corporate and Unallocated costs in 2017 are expected to be higher than 2016 Other Corporate and Unallocated costs of $100.2 million driven bystock-based compensation, timing of legal and litigation costs and the full year effect of the increased corporate infrastructure costs to support the Acquisition.During 2017, we are anticipating environmental expenses in the $15 million to $20 million range compared to $9.2 million in 2016. We do not believe thatthere will be recoveries of environmental costs incurred and expensed in prior periods in 2017. In connection with the Acquisition, TDCC has retained liabilitiesrelating to litigation, releases of hazardous materials and violations of environmental law to the extent arising prior to the Closing Date.37We expect qualified defined benefit pension plan income in 2017 to be lower than the 2016 level by approximately $10 million. During 2016, we made adiscretionary cash contribution to our domestic qualified defined benefit pension plan of $6.0 million. Based on our plan assumptions and estimates, we will not berequired to make any cash contributions to our domestic qualified defined benefit pension plan in 2017. We do have several international qualified defined benefitpension plans to which we anticipate cash contributions of less than $5 million in 2017.We have approximately 60% variable rate debt in our debt profile. As a result, we are estimating our 2017 interest rate will be approximately 5%. During2017, a total of approximately $80 million of debt will mature that is expected to be repaid using available cash.In 2017, we currently expect our capital spending to be in the $300 million to $350 million range, which includes approximately $30 million of synergy-related capital, which we believe is necessary to realize the anticipated synergies. In 2017, we also expect to make payments of $209.4 million associated withlong-term supply contracts. We expect 2017 depreciation and amortization expense to be in the $530 range to $540 million range.We currently believe the 2017 effective tax rate will be in the 25% to 30% range.ENVIRONMENTAL MATTERS Years ended December 31, 2016 2015 2014Cash outlays (receipts):($ in millions)Remedial and investigatory spending (charged to reserve)$10.3 $14.1 $14.9Recoveries from third parties— — (1.4)Capital spending3.5 2.0 2.7Plant operations (charged to cost of goods sold)192.6 71.9 24.2Total cash outlays$206.4 $88.0 $40.4Cash outlays for remedial and investigatory activities associated with former waste sites and past operations were not charged to income but instead werecharged to reserves established for such costs identified and expensed to income in prior years. Cash outlays for normal plant operations for the disposal of wasteand the operation and maintenance of pollution control equipment and facilities to ensure compliance with mandated and voluntarily imposed environmentalquality standards were charged to income.Total environmental-related cash outlays in 2016 were higher than 2015 primarily due to environmental spending for plant operations related to theAcquired Business. In connection with the Acquisition, TDCC retained liabilities relating to releases of hazardous materials and violations of environmental law tothe extent arising prior to the Closing Date. Total environmental-related cash outlays for 2017 are estimated to be approximately $210 million, of whichapproximately $17 million is expected to be spent on investigatory and remedial efforts, approximately $3 million on capital projects and approximately $190million on normal plant operations. Remedial and investigatory spending is anticipated to be higher in 2017 than 2016 due to the timing of continuing remedialaction plans and investigations. Historically, we have funded our environmental capital expenditures through cash flow from operations and expect to do so in thefuture.Annual environmental-related cash outlays for site investigation and remediation, capital projects and normal plant operations are expected to range between$190 million to $210 million over the next several years, $15 million to $25 million of which is for investigatory and remedial efforts, which are expected to becharged against reserves recorded on our consolidated balance sheet. While we do not anticipate a material increase in the projected annual level of ourenvironmental-related cash outlays for site investigation and remediation, there is always the possibility that such an increase may occur in the future in view of theuncertainties associated with environmental exposures.38Our liabilities for future environmental expenditures were as follows: December 31, 2016 2015 2014 ($ in millions)Beginning balance$138.1 $138.3 $144.6Charges to income9.2 15.7 9.6Remedial and investigatory spending(10.3) (14.1) (14.9)Currency translation adjustments0.3 (1.8) (1.0)Ending balance$137.3 $138.1 $138.3As is common in our industry, we are subject to environmental laws and regulations related to the use, storage, handling, generation, transportation,emission, discharge, disposal and remediation of, and exposure to, hazardous and non-hazardous substances and wastes in all of the countries in which we dobusiness.The establishment and implementation of national, state or provincial and local standards to regulate air, water and land quality affect substantially all of ourmanufacturing locations around the world. Laws providing for regulation of the manufacture, transportation, use and disposal of hazardous and toxic substances,and remediation of contaminated sites, have imposed additional regulatory requirements on industry, particularly the chemicals industry. In addition,implementation of environmental laws has required and will continue to require new capital expenditures and will increase plant operating costs. We employ wasteminimization and pollution prevention programs at our manufacturing sites.We are party to various governmental and private environmental actions associated with past manufacturing facilities and former waste disposalsites. Associated costs of investigatory and remedial activities are provided for in accordance with generally accepted accounting principles governing probabilityand the ability to reasonably estimate future costs. Our ability to estimate future costs depends on whether our investigatory and remedial activities are inpreliminary or advanced stages. With respect to unasserted claims, we accrue liabilities for costs that, in our experience, we expect to incur to protect our interestsagainst those unasserted claims. Our accrued liabilities for unasserted claims amounted to $2.0 million at December 31, 2016 . With respect to asserted claims, weaccrue liabilities based on remedial investigation, feasibility study, remedial action and operation, maintenance and monitoring (OM&M) expenses that, in ourexperience, we expect to incur in connection with the asserted claims. Required site OM&M expenses are estimated and accrued in their entirety for requiredperiods not exceeding 30 years, which reasonably approximates the typical duration of long-term site OM&M. Environmental provisions charged (credited) to income, which are included in cost of goods sold, were as follows: Years ended December 31, 2016 2015 2014 ($ in millions)Charges to income$9.2 $15.7 $9.6Recoveries from third parties of costs incurred and expensed in prior periods— — (1.4)Total environmental expense$9.2 $15.7 $8.2These charges relate primarily to remedial and investigatory activities associated with past manufacturing operations and former waste disposal sites andmay be material to operating results in future years.Our total estimated environmental liability at the end of 2016 was attributable to 64 sites, 16 of which were USEPA National Priority List (NPL) sites. Ninesites accounted for 79% of our environmental liability and, of the remaining 55 sites, no one site accounted for more than 3% of our environmental liability. Atfour of the nine sites, part of the site is subject to a remedial investigation and another part is in the long-term OM&M stage. At one of the nine sites, a remedialaction plan is being developed for part of the site and at another part a remedial design is being developed. At one of the nine sites, part of the site is subject to aremedial investigation and another part a remedial design is being developed. At one of these nine sites, a remedial investigation is being performed. The tworemaining sites are in long-term OM&M. All nine sites are either associated with past manufacturing operations or former waste disposal sites. None of the ninelargest sites represents more than 23% of the liabilities reserved on our consolidated balance sheet at December 31, 2016 for future environmental expenditures.39Our consolidated balance sheets included liabilities for future environmental expenditures to investigate and remediate known sites amounting to $137.3million at December 31, 2016 , and $138.1 million at December 31, 2015 , of which $120.3 million and $119.1 million , respectively, were classified as othernoncurrent liabilities. Our environmental liability amounts do not take into account any discounting of future expenditures or any consideration of insurancerecoveries or advances in technology. These liabilities are reassessed periodically to determine if environmental circumstances have changed and/or remediationefforts and our estimate of related costs have changed. As a result of these reassessments, future charges to income may be made for additional liabilities. Of the$137.3 million included on our consolidated balance sheet at December 31, 2016 for future environmental expenditures, we currently expect to utilize $77.8million of the reserve for future environmental expenditures over the next 5 years, $16.1 million for expenditures 6 to 10 years in the future, and $43.4 million forexpenditures beyond 10 years in the future. These estimates are subject to a number of risks and uncertainties, as described in “Environmental Costs” contained inItem 1A—“Risk Factors.”Environmental exposures are difficult to assess for numerous reasons, including the identification of new sites, developments at sites resulting frominvestigatory studies, advances in technology, changes in environmental laws and regulations and their application, changes in regulatory authorities, the scarcity ofreliable data pertaining to identified sites, the difficulty in assessing the involvement and financial capability of other PRPs, our ability to obtain contributions fromother parties and the lengthy time periods over which site remediation occurs. It is possible that some of these matters (the outcomes of which are subject tovarious uncertainties) may be resolved unfavorably to us, which could materially adversely affect our financial position or results of operations. At December 31,2016 , we estimate it is reasonably possible that we may have additional contingent environmental liabilities of $60 million in addition to the amounts for which wehave already recorded as a reserve.LEGAL MATTERS AND CONTINGENCIESWe, and our subsidiaries, are defendants in various legal actions (including proceedings based on alleged exposures to asbestos) incidental to our past andcurrent business activities. We describe some of these matters in Item 3—“Legal Proceedings.” At December 31, 2016 and 2015 , our consolidated balance sheetsincluded liabilities for these legal actions of $13.6 million and $21.2 million , respectively. These liabilities do not include costs associated with legalrepresentation. Based on our analysis, and considering the inherent uncertainties associated with litigation, we do not believe that it is reasonably possible thatthese legal actions will materially adversely affect our financial position, cash flows or results of operations. In connection with the Acquisition, TDCC retainedliabilities related to litigation to the extent arising prior to the Closing Date. In addition to the aforementioned legal actions, we are party to a dispute relating to acontract termination. The other party to the contract has filed a demand for arbitration alleging, among other things, that Olin breached the related agreement andclaimed damages in excess of the amount Olin believes it is obligated for under the contract. Any additional losses related to this contract dispute are not currentlyestimable because of unresolved questions of fact and law but, if resolved unfavorably to Olin, they could have a material effect on our financial results. During the ordinary course of our business, contingencies arise resulting from an existing condition, situation or set of circumstances involving anuncertainty as to the realization of a possible gain contingency. In certain instances such as environmental projects, we are responsible for managing the clean-upand remediation of an environmental site. There exists the possibility of recovering a portion of these costs from other parties. We account for gain contingenciesin accordance with the provisions of ASC 450 “Contingencies” (ASC 450) and therefore do not record gain contingencies and recognize income until it is earnedand realizable.For the year ended December 31, 2016, we recognized an insurance recovery of $11.0 million in other operating income for property damage and businessinterruption related to a 2008 chlor alkali facility incident.For the year ended December 31, 2015, we recognized insurance recoveries of $57.4 million for property damage and business interruption related to theportion of the Becancour, Canada chlor alkali facility that has been shut down since late June 2014 and the McIntosh, AL chlor alkali facility. Cost of goods soldwas reduced by $10.5 million and selling and administration was reduced by $0.9 million for the reimbursement of costs incurred and expensed in prior periods andother operating income included a gain of $46.0 million.40LIQUIDITY, INVESTMENT ACTIVITY AND OTHER FINANCIAL DATACash Flow Data Years ended December 31, 2016 2015 2014Provided by (used for)($ in millions)Net operating activities$603.2 $217.1 $159.2Capital expenditures(278.0) (130.9) (71.8)Business acquired and related transactions, net of cash acquired(69.5) (408.1) —Payments under long-term supply contract(175.7) — —Proceeds from sale/leaseback of equipment40.4 — —Proceeds from disposition of property, plant and equipment0.5 26.2 5.6Net investing activities(473.5) (504.0) (61.7)Long-term debt (repayments) borrowings, net(205.3) 544.3 (12.4)Earn out payment - SunBelt— — (14.8)Common stock repurchased and retired— — (64.8)Dividends paid(132.1) (79.5) (63.0)Debt and equity issuance costs(1.0) (45.2) (1.2)Net financing activities(337.5) 422.2 (148.5)Operating ActivitiesFor 2016, cash provided by operating activities increased by $386.1 million from 2015, primarily due to an increase in our operating results. Our net loss for2016 included $76.6 million of non-cash impairment charges for equipment and facilities and a $304.6 million increase in depreciation and amortization ascompared to the prior year. For 2016, working capital decreased $80.9 million compared to a decrease of $25.1 million in 2015. Receivables decreased fromDecember 31, 2015 by $38.5 million primarily as a result of receivables sold under the new accounts receivable factoring arrangements, which was partially offsetby higher sales in the fourth quarter of 2016 compared with fourth quarter of 2015.For 2015, cash provided by operating activities increased by $57.9 million from 2014, primarily due to a decrease in working capital in 2015. For 2015,working capital decreased $25.1 million compared to an increase of $62.4 million in 2014. The decrease in 2015 primarily reflects a change in accounts receivableand accounts payable for the Acquired Business principally representing converting transactions with TDCC to third party transactions after the Closing Date. The2015 cash from operations was also impacted by a $43.7 million decrease in cash tax payments.Capital ExpendituresCapital spending was $278.0 million , $130.9 million and $71.8 million in 2016 , 2015 and 2014 , respectively. The increased capital spending in 2016 and2015 was primarily due to capital spending of the Acquired Business of $187.8 million and $26.6 million, respectively. Capital spending in 2016 includedapproximately $35 million of synergy-related capital we believe is necessary to realize the anticipated synergies. Capital spending was 64%, 66% and 58% ofdepreciation in 2016 , 2015 and 2014 , respectively.In 2017 , we expect our capital spending to be in the $300 million to $350 million range, which includes approximately $30 million of synergy-relatedcapital which we believe is necessary to realize the anticipated synergies. In 2017, we also expect to make payments of $209.4 million associated with long-termsupply contracts.Investing ActivitiesIn 2016, payments of $69.5 million were made related to the Acquisition for certain acquisition-related liabilities including the final working capitaladjustment. In 2015, as part of the Acquisition, we paid cash of $408.1 million , net of $25.4 million of cash acquired.In 2016, payments of $175.7 million were made related to arrangements for the long-term supply of low cost electricity.41In 2016, we entered into sale/leaseback transactions for railcars that we acquired in connection with the Acquisition. We received proceeds from the sales of$40.4 million.In 2015, proceeds from disposition of property, plant and equipment included $25.8 million of insurance recoveries for property damage related to theportion of the Becancour, Canada chlor alkali facility that has been shut down since late June 2014 and our McIntosh, AL chlor alkali facility.In both 2016 and 2015, we received $8.8 million from the October 2013 sale of a bleach joint venture.Financing ActivitiesOn December 20, 2016, we entered into a three year, $250.0 million Receivables Financing Agreement with PNC Bank, National Association, asadministrative agent (Receivables Financing Agreement). Under the Receivables Financing Agreement our eligible trade receivables are used for collateralizedborrowings and are continued to be serviced by us. As of December 31, 2016, $282.3 million of our trade receivables have been pledged as collateral. During 2016we drew $230.0 million under the agreement and subsequently repaid $20.0 million. As of December 31, 2016, $210.0 million was drawn under the ReceivablesFinancing Agreement. The net $210.0 million proceeds were used to repay a portion of the Sumitomo Credit Facility.On the Closing Date, Spinco issued $720.0 million aggregate principal amount of 9.75% senior notes due October 15, 2023 (2023 Notes) and $500.0 millionaggregate principal amount of 10.00% senior notes due October 15, 2025 (2025 Notes and, together with the 2023 Notes, the Notes) to TDCC. TDCC transferredthe Notes to certain unaffiliated securityholders in satisfaction of existing debt obligations of TDCC held or acquired by those unaffiliated securityholders. OnOctober 5, 2015, certain initial purchasers purchased the Notes from the unaffiliated securityholders. During 2016, the Notes were registered under the SecuritiesAct of 1933, as amended. Interest on the Notes began accruing from October 1, 2015 and is paid semi-annually beginning on April 15, 2016. The Notes are notredeemable at any time prior to October 15, 2020. Neither Olin nor Spinco received any proceeds from the sale of the Notes. Upon the consummation of theAcquisition, Olin became guarantor of the Notes.On June 23, 2015, Spinco entered into a new five-year delayed-draw term loan facility of up to $1,050.0 million . As of the Closing Date, Spinco drew$875.0 million to finance the cash portion of the distributions of cash and debt instruments of Spinco with an aggregate value of $2,095.0 million (Cash and DebtDistribution). Also on June 23, 2015, Olin and Spinco entered into a new five-year $1,850.0 million senior credit facility consisting of a $500.0 million seniorrevolving credit facility, which replaced Olin’s $265.0 million senior revolving credit facility on the Closing Date, and a $1,350.0 million delayed-draw term loanfacility. As of the Closing Date, we drew an additional $475.0 million under this term loan facility which was used to pay fees and expenses of the Acquisition,obtain additional funds for general corporate purposes and refinance Olin’s existing senior term loan facility due in 2019 of $146.3 million. Subsequent to theClosing Date, these senior credit facilities were consolidated into a single $1,850.0 million senior credit facility. This new senior credit facility will expire in 2020.During 2016, we repaid $67.5 million under the required quarterly installments of this new senior credit facility.On August 25, 2015, Olin entered into a Credit Agreement (the Credit Agreement) with a syndicate of lenders and Sumitomo Mitsui Banking Corporation,as administrative agent, in connection with the Acquisition. The Credit Agreement provides for a term credit facility (the Sumitomo Credit Facility) under whichOlin obtained term loans in an aggregate amount of $600.0 million . On November 3, 2015, we entered into an amendment to the Sumitomo Credit Facility whichincreased the aggregate amount of term loans available by $200.0 million . On the Closing Date, $600.0 million of loans under the Credit Agreement were madeavailable and borrowed upon and on November 5, 2015, $200.0 million of loans under the Credit Agreement were made available and borrowed upon. The termloans under the Sumitomo Credit Facility will mature on October 5, 2018 and have no scheduled amortization payments. The proceeds of the Sumitomo CreditFacility were used to refinance existing Spinco indebtedness at the Closing Date of $569.0 million, to pay fees and expenses in connection with the Acquisition andfor general corporate purposes. During 2016, $210.0 million was repaid under the Sumitomo Credit Facility using proceeds from the Receivables FinancingAgreement.In December 2016 , 2015 and 2014 , we repaid $12.2 million due under the annual requirements of the SunBelt Notes. In June 2016, we also repaid $125.0million of 2016 Notes, which became due.In August 2014, we redeemed our $150.0 million 2019 Notes, which would have matured on August 15, 2019. We recognized interest expense of $9.5million for the call premium ( $6.7 million ), the write-off of unamortized deferred debt issuance costs ( $2.1 million ) and unamortized discount ( $0.7 million )related to this action during 2014. On June 24, 2014, we entered into a five-year $415.0 million senior credit facility consisting of a $265.0 million senior revolvingcredit facility,42which replaced our previous $265.0 million senior revolving credit facility, and a $150.0 million delayed-draw term loan facility. In August 2014, we drew theentire $150.0 million of the term loan and used the proceeds to redeem our 2019 Notes. In 2015 and 2014, we repaid $2.8 million and $0.9 million, respectively,under the required quarterly installments of the $150.0 million term loan facility and, on the Closing Date of the Acquisition, the remaining $146.3 term loanfacility was refinanced using the proceeds of the new senior credit facility. We recognized interest expense of $0.5 million for the write-off of unamortized deferreddebt issuance costs related to this action in conjunction with the Acquisition.During 2014 , we paid $26.7 million for the earn out related to the 2013 SunBelt Chlor Alkali Partnership (SunBelt) performance. The earn out payment forthe year ended December 31, 2014 included $14.8 million that was recognized as part of the original purchase price. The $14.8 million is included as a financingactivity in the statement of cash flows.We repurchased and retired 2.5 million shares in 2014 with a total value of $64.8 million .In 2016 , 2015 and 2014 , we issued 0.3 million , 0.1 million and 0.5 million shares, respectively, with a total value of $4.1 million , $3.1 million and $12.1million , respectively, representing stock options exercised. In 2016, we paid debt issuance costs of $1.0 million for the registration of the Notes. In 2015, we paid debt issuance costs of $13.3 million relating to theNotes, the Sumitomo Credit Facility and the $1,850.0 million senior credit facility and we paid $1.9 million of equity issuance costs for the issuance ofapproximately 87.5 million shares. In 2014, we paid debt issuance costs of $1.2 million related to the five-year $415.0 million senior credit facility.On March 26, 2015, we and certain financial institutions executed commitment letters pursuant to which the financial institutions agreed to provide $3,354.5million of financing to Spinco to finance the amount of the Cash and Debt Distribution and to provide financing, if needed, to Olin to refinance certain of ourexisting debt (the Bridge Financing), in each case on the terms and conditions set forth in the commitment letters. The Bridge Financing was not drawn on tofacilitate the Acquisition, and the commitments for the Bridge Financing were terminated as of the Closing Date. For the year ended December 31, 2015, we paiddebt issuance costs of $30.0 million associated with the Bridge Financing, which are included in interest expense.The percent of total debt to total capitalization of 61.4% was consistent at December 31, 2016 and 2015 as a result of a lower level of long-term debt atDecember 31, 2016 resulting from the repayments of maturing debt, offset by lower shareholders’ equity primarily due to the payment of dividends. The percent oftotal debt to total capitalization increased to 61.4% as of December 31, 2015 from 39.7% at year-end 2014 . The 2015 increase from 2014 was primarily a result ofa higher level of long-term debt which was issued to finance the Acquisition.Dividends per common share were $0.80 in 2016 , 2015 and 2014 . Total dividends paid on common stock amounted to $132.1 million , $79.5 million and$63.0 million in 2016 , 2015 and 2014 , respectively. On January 26, 2017, our board of directors declared a dividend of $0.20 per share on our common stock,payable on March 10, 2017 to shareholders of record on February 10, 2017.The payment of cash dividends is subject to the discretion of our board of directors and will be determined in light of then-current conditions, including ourearnings, our operations, our financial condition, our capital requirements and other factors deemed relevant by our board of directors. In the future, our board ofdirectors may change our dividend policy, including the frequency or amount of any dividend, in light of then-existing conditions.LIQUIDITY AND OTHER FINANCING ARRANGEMENTSOur principal sources of liquidity are from cash and cash equivalents, cash flow from operations and short-term borrowings under our senior revolving creditfacility. Additionally, we believe that we have access to the debt and equity markets.The aggregate purchase price of the Acquired Business was $5,136.7 million, after the final post-closing adjustments. The $5,136.7 million consisted of$2,095.0 million of cash and debt transferred to TDCC and approximately 87.5 million shares of Olin common stock valued at $1,527.4 million , plus theassumption of pension liabilities of $442.3 million and long-term debt of $569.0 million. During 2016, payments of $69.5 million were made related to certainacquisition related liabilities including the final working capital adjustment. The value of the common stock was based on the closing stock price on the last tradingday prior to the Closing Date of $17.46.Certain additional agreements were entered into, including, among others, an Employee Matters Agreement, a Tax Matters Agreement, site, transitional andother service agreements, supply and purchase agreements, real estate agreements,43technology licenses and intellectual property agreements. In addition, Olin and TDCC have agreed in connection with the Acquisition to enter into arrangementsfor the long-term supply of ethylene by TDCC to Olin, pursuant to which, among other things, Olin made upfront payments of $433.5 million in order to receiveethylene at producer economics and for certain reservation fees for the option to obtain additional future ethylene supply at producer economics. During 2016, oneof the options to obtain additional future ethylene supply at producer economics was exercised by us and, accordingly, additional payments will be made to TDCCof $209.4 million in 2017. On February 27, 2017, we exercised the remaining option to obtain additional future ethylene supply and in connection with the exercisewe also secured a long-term customer arrangement. Consequently, additional payments will be made to TDCC of between $425 million and $465 million on orabout the fourth quarter of 2020.Debt that was issued in the fourth quarter of 2015 relating to the Acquisition totaled $3,370.0 million, consisting of $1,350.0 million of term loans undersenior credit facilities, an $800.0 million term loan under the Sumitomo Credit Facility and $1,220.0 million under the Notes. The new debt was used for the cashand debt transferred to TDCC, refinancing existing Spinco indebtedness at the Closing Date of the Acquisition, refinancing our existing senior term loan facilitydue in 2019, paying fees and expenses in connection with the Acquisition and for general corporate purposes.During 2016, Olin entered into arrangements to increase our supply of low cost electricity. These arrangements improve manufacturing flexibility at ourFreeport, TX and Plaquemine, LA facilities, reduce our overall electricity cost and accelerate the realization of cost synergies available from the AcquiredBusiness. In conjunction with these arrangements, Olin made payments of $175.7 million during 2016. The overall cash decrease of $207.5 million in 2016 primarily reflects capital spending, which includes capital spending of the Acquired Business,repayment of long-term debt, payments made under arrangements to increase our supply of low cost electricity and payments to TDCC related to certainacquisition related liabilities, including the final working capital adjustment. These decreases were partially offset by our operating results, proceeds undersale/leaseback transactions, proceeds of the Receivables Financing Agreement and receivables sold under the new accounts receivable factoring arrangements. Webelieve, based on current and projected levels of cash flow from our operations, together with our cash and cash equivalents on hand and the availability to borrowunder our senior revolving credit facility, we have sufficient liquidity to meet our short-term and long-term needs to make required payments of interest on ourdebt, make amortization payments under the senior credit facilities, fund our operating needs, fund working capital and capital expenditure requirements andcomply with the financial ratios in our debt agreements.On December 20, 2016, we entered into a three year, $250.0 million Receivables Financing Agreement. Under the Receivables Financing Agreement, oureligible trade receivables are used for collateralized borrowings and are continued to be serviced by us. As of December 31, 2016, $282.3 million of our tradereceivables have been pledged as collateral. During 2016 we drew $230.0 million under the agreement and subsequently repaid $20.0 million. As of December 31,2016, $210.0 million was drawn under the Receivables Financing Agreement. In addition, the Receivables Financing Agreement incorporates the leverage andcoverage covenants that are contained in the senior revolving credit facility. The net $210.0 million proceeds were used to repay a portion of the Sumitomo CreditFacility.On June 29, 2016, we entered into a trade accounts receivable factoring arrangement which was amended on September 1, 2016 and, on December 22, 2016,we entered into a separate trade accounts receivable factoring arrangement (collectively the AR Facilities). Pursuant to the terms of the AR Facilities, certain of oursubsidiaries may sell their accounts receivable up to a maximum of $242.0 million. We will continue to service such accounts. These receivables qualify for salestreatment under ASC 860 “Transfers and Servicing” (ASC 860) and, accordingly, the proceeds are included in net cash provided by operating activities in theconsolidated statements of cash flows. The gross amount of receivables sold for the year ended December 31, 2016 totaled $533.6 million. The factoring discountpaid under the AR Facilities is recorded as interest expense on the consolidated statements of operations. The agreements are without recourse and therefore norecourse liability has been recorded as of December 31, 2016. As of December 31, 2016, $126.1 million of receivables qualifying for sale treatment wereoutstanding and will continue to be serviced by us.On the Closing Date, Spinco issued $720.0 million aggregate principal amount of the 2023 Notes and $500.0 million aggregate principal amount of the 2025Notes to TDCC. TDCC transferred the Notes to certain unaffiliated securityholders in satisfaction of existing debt obligations of TDCC held or acquired by thoseunaffiliated securityholders. On October 5, 2015, certain initial purchasers purchased the Notes from the unaffiliated securityholders. During 2016, the Notes wereregistered under the Securities Act of 1933, as amended. Interest on the Notes began accruing from October 1, 2015 and are paid semi-annually beginning on April15, 2016. The Notes are not redeemable at any time prior to October 15, 2020. Neither Olin nor Spinco received any proceeds from the sale of the Notes. Upon theconsummation of the Acquisition, Olin became guarantor of the Notes.44On June 23, 2015, Spinco entered into a new five-year delayed-draw term loan facility of up to $1,050.0 million. As of the Closing Date, Spinco drew$875.0 million to finance the cash portion of the Cash and Debt Distribution. Also on June 23, 2015, Olin and Spinco entered into a new five-year $1,850.0 millionsenior credit facility consisting of a $500.0 million senior revolving credit facility, which replaced Olin’s $265.0 million senior revolving credit facility at theClosing Date, and a $1,350.0 million delayed-draw term loan facility. As of the Closing Date, an additional $475.0 million was drawn by Olin under this term loanfacility which was used to pay fees and expenses of the Acquisition, obtain additional funds for general corporate purposes and refinance Olin’s existing seniorterm loan facility due in 2019. As of the Closing Date, total borrowings under the term loan facilities were $1,350.0 million. Subsequent to the Closing Date, thesesenior credit facilities were consolidated into a single $1,850.0 million senior credit facility. This new senior credit facility will expire in 2020. The $500.0 millionsenior revolving credit facility includes a $100.0 million letter of credit subfacility. At December 31, 2016 , we had $483.4 million available under our $500.0million senior revolving credit facility because we had issued $16.6 million of letters of credit under the $100.0 million subfacility. The term loan facility includesamortization payable in equal quarterly installments at a rate of 5.0% per annum for the first two years, increasing to 7.5% per annum for the following year and to10.0% per annum for the last two years. During 2016, we repaid $67.5 million under the required quarterly installments of this new senior credit facility.Under the new senior credit facility, we may select various floating rate borrowing options. The actual interest rate paid on borrowings under the seniorcredit facility is based on a pricing grid which is dependent upon the leverage ratio as calculated under the terms of the applicable facility for the prior fiscalquarter. The facility includes various customary restrictive covenants, including restrictions related to the ratio of debt to earnings before interest expense, taxes,depreciation and amortization (leverage ratio) and the ratio of earnings before interest expense, taxes, depreciation and amortization to interest expense (coverageratio). Compliance with these covenants is determined quarterly based on the operating cash flows. We were in compliance with all covenants and restrictionsunder all our outstanding credit agreements as of December 31, 2016 and 2015, and no event of default had occurred that would permit the lenders under ouroutstanding credit agreements to accelerate the debt if not cured. As of December 31, 2016, there were no covenants or restrictions that limited our ability toborrow. In the future, our ability to generate sufficient operating cash flows, among other factors, will determine the amounts available to be borrowed under thesefacilities.On August 25, 2015, Olin entered into a Credit Agreement with a syndicate of lenders and Sumitomo Mitsui Banking Corporation, as administrative agent,in connection with the Acquisition. Olin obtained term loans in an aggregate amount of $600.0 million under the Sumitomo Credit Facility. On November 3, 2015,we entered into an amendment to the Sumitomo Credit Facility which increased the aggregate amount of term loans available by $200.0 million . On the ClosingDate, $600.0 million of loans under the Credit Agreement were made available and borrowed upon and on November 5, 2015, $200.0 million of loans under theCredit Agreement were made available and borrowed upon. The term loans under the Sumitomo Credit Facility will mature on October 5, 2018 and will have noscheduled amortization payments. The proceeds of the Sumitomo Credit Facility were used to refinance existing Spinco indebtedness at the Closing Date, to payfees and expenses in connection with the Acquisition and for general corporate purposes. The Credit Agreement contains customary representations, warranties andaffirmative and negative covenants which are substantially similar to those included in the new $1,850.0 million senior credit facility. During 2016, $210.0 millionwas repaid under the Sumitomo Credit Facility using proceeds from the Receivables Financing Agreement.Cash flow from operations is variable as a result of both the seasonal and the cyclical nature of our operating results, which have been affected by seasonaland economic cycles in many of the industries we serve, such as the vinyls, urethanes, bleach, ammunition and pulp and paper. The Acquired Business hassignificantly diversified our product and geographic base, which should enable us to be less cyclical. Cash flow from operations is affected by changes in chlorine,caustic soda and EDC selling prices caused by the changes in the supply/demand balance of these products, resulting in the Chlor Alkali Products and Vinylssegment having significant leverage on our earnings and cash flow. For example, assuming all other costs remain constant, internal consumption remainsapproximately the same and we are operating at full capacity, a $10 selling price change per ton of chlorine equates to an approximate $10 million annual change inour revenues and pretax profit, a $10 selling price change per ton of caustic soda equates to an approximate $30 million annual change in our revenues and pretaxprofit, and a $0.01 selling price change per pound of EDC equates to an approximate $20 million annual change in our revenues and pretax profit.45For 2016, cash provided by operating activities increased by $386.1 million from 2015, primarily due to an increase in our operating results. Our net loss for2016 included $76.6 million of non-cash impairment charges for equipment and facilities and a $304.6 million increase in depreciation and amortization ascompared to the prior year. For 2016, working capital decreased $80.9 million compared to a decrease of $25.1 million in 2015. Receivables decreased fromDecember 31, 2015 by $38.5 million primarily as a result of receivables sold under the new AR Facilities, which was partially offset by higher sales in the fourthquarter of 2016 compared with fourth quarter of 2015.Capital spending was $278.0 million , $130.9 million and $71.8 million in 2016 , 2015 and 2014 , respectively. The increased capital spending in 2016 and2015 was primarily due to capital spending of the Acquired Business of $187.8 million and $26.6 million, respectively. Capital spending in 2016 includedapproximately $35 million of synergy-related capital we believe is necessary to realize the anticipated synergies. Capital spending was 64%, 66% and 58% ofdepreciation in 2016 , 2015 and 2014 , respectively.In 2017 , we expect our capital spending to be in the $300 million to $350 million range, which includes approximately $30 million of synergy-relatedcapital which we believe is necessary to realize the anticipated synergies. In 2017, we also expect to make payments of $209.4 million associated with long-termsupply contracts.On April 24, 2014, our board of directors authorized a new share repurchase program for up to 8 million shares of common stock that will terminate onApril 24, 2017 for any remaining shares not yet repurchased. No shares were purchased and retired in 2016 or 2015. We repurchased and retired 2.5 million sharesin 2014 at a cost of $64.8 million . As of December 31, 2016 , we had repurchased a total of 1.9 million shares under the April 2014 program, and 6.1 millionshares remained authorized to be purchased. The repurchases will be effected from time to time on the open market, or in privately negotiated transactions. Underthe Merger Agreement relating to the Acquisition, we were restricted from repurchasing shares of our common stock prior to the consummation of the Acquisition.For a period of two years subsequent to the Closing Date, we will continue to be subject to certain restrictions on our ability to conduct share repurchases.In August 2014, we redeemed our $150.0 million 2019 Notes, which would have matured on August 15, 2019. We recognized interest expense of $9.5million for the call premium ( $6.7 million ), the write-off of unamortized deferred debt issuance costs ( $2.1 million ) and unamortized discount ( $0.7 million )related to this action during 2014. On June 24, 2014, we entered into a five-year $415.0 million senior credit facility consisting of a $265.0 million senior revolvingcredit facility, which replaced our previous $265.0 million senior revolving credit facility, and a $150.0 million delayed-draw term loan facility. In August 2014,we drew the entire $150.0 million of the term loan and used the proceeds to redeem our 2019 Notes. In 2015 and 2014, we repaid $2.8 million and $0.9 million,respectively, under the required quarterly installments of the $150.0 million term loan facility and, on the Closing Date of the Acquisition, the remaining $146.3million was refinanced using the proceeds of the new senior credit facility. We recognized interest expense of $0.5 million for the write-off of unamortizeddeferred debt issuance costs related to this action in conjunction with the Acquisition.Pursuant to a note purchase agreement dated December 22, 1997, SunBelt sold $97.5 million of Guaranteed Senior Secured Notes due 2017, Series O, and$97.5 million of Guaranteed Senior Secured Notes due 2017, Series G. We refer to these notes as the SunBelt Notes. The SunBelt Notes bear interest at a rate of7.23% per annum, payable semi-annually in arrears on each June 22 and December 22. Beginning on December 22, 2002 and each year through 2017, SunBelt isrequired to repay $12.2 million of the SunBelt Notes, of which $6.1 million is attributable to the Series O Notes and of which $6.1 million is attributable to theSeries G Notes. In December 2016 , 2015 and 2014 , $12.2 million was repaid on these SunBelt Notes.We have guaranteed the Series O Notes, and PolyOne Corporation (PolyOne), our former SunBelt partner, has guaranteed the Series G Notes, in both casespursuant to customary guaranty agreements. We have agreed to indemnify PolyOne for any payments or other costs under the guarantee in favor of the purchasersof the Series G Notes, to the extent any payments or other costs arise from a default or other breach under the SunBelt Notes. If SunBelt does not make timelypayments on the SunBelt Notes, whether as a result of a failure to pay on a guarantee or otherwise, the holders of the SunBelt Notes may proceed against the assetsof SunBelt for repayment.In June 2016, we repaid $125.0 million of 2016 Notes, which became due.At December 31, 2016 , we had total letters of credit of $73.3 million outstanding, of which $16.6 million were issued under our $500.0 million seniorrevolving credit facility. The letters of credit were used to support certain long-term debt, certain workers compensation insurance policies, certain plant closureand post-closure obligations and certain international pension funding requirements.46Our current debt structure is used to fund our business operations. As of December 31, 2016 , we had long-term borrowings, including the currentinstallment and capital lease obligations, of $3,617.6 million , of which $2,238.4 million was at variable rates. Annual maturities of long-term debt, includingcapital lease obligations, are $80.3 million in 2017 , $691.9 million in 2018 , $345.7 million in 2019 , $980.3 million in 2020 , $0.2 million in 2021 and a total of$1,576.1 million thereafter. Commitments from banks under our senior revolving credit facility are an additional source of liquidity. Included within the $3,617.6million of long-term borrowings on the consolidated balance sheet as of December 31, 2016 were deferred debt issuance costs, deferred gains and losses on fairvalue interest rate swaps and unamortized fair value premium of $56.9 million.In April 2016, we entered into three tranches of forward starting interest rate swaps whereby we agreed to pay fixed rates to the counterparties who, in turn,pay us floating rates on $1,100.0 million , $900.0 million , and $400.0 million of our underlying floating-rate debt obligations. Each tranche’s term length is fortwelve months beginning on December 31, 2016, December 31, 2017, and December 31, 2018, respectively. The counterparties to the agreements are SMBCCapital Markets, Inc., Wells Fargo Bank, N.A. (Wells Fargo), PNC Bank, National Association, and Toronto-Dominion Bank. These counterparties are largefinancial institutions; however, the risk of loss to us in the event of nonperformance by a counterparty could be significant to our financial position or results ofoperations. We have designated the swaps as cash flow hedges of the risk of changes in interest payments associated with our variable rate borrowings.Accordingly, the swap agreements have been recorded at their fair market value of $9.6 million and are included in other current assets and other assets on theaccompanying consolidated balance sheet, with the corresponding gain deferred as a component of other comprehensive loss. No gain or loss has been recorded inearnings as a result of ineffectiveness.In April 2016, we entered into interest rate swaps on $250.0 million of our underlying fixed-rate debt obligations, whereby we agreed to pay variable rates tothe counterparties who, in turn, pay us fixed rates. The counterparties to these agreements are Toronto-Dominion Bank and SMBC Capital Markets, Inc., both ofwhich are major financial institutions.In October 2016, we entered into interest rate swaps on an additional $250.0 million of our underlying fixed-rate debt obligations, whereby we agreed to payvariable rates to the counterparties who, in turn, pay us fixed rates. The counterparties to these agreements are PNC Bank, National Association and Wells Fargo,both of which are major financial institutions.We have designated the April 2016 and October 2016 interest rate swap agreements as fair value hedges of the risk of changes in the value of fixed rate debtdue to changes in interest rates for a portion of our fixed rate borrowings. Accordingly, the swap agreements have been recorded at their fair market value of $28.5million and are included in other long-term liabilities on the accompanying consolidated balance sheet, with a corresponding decrease in the carrying amount of therelated debt. For the year ended December 31, 2016, $2.6 million of income has been recorded to interest expense on the accompanying consolidated statement ofoperations related to these swap agreements. No gain or loss has been recorded in earnings as a result of ineffectiveness.In June 2012, we terminated $73.1 million of interest rate swaps with Wells Fargo that had been entered into on the SunBelt Notes in May 2011. The resultwas a gain of $2.2 million which will be recognized through 2017. As of December 31, 2016 , $0.1 million of this gain was included in current installments oflong-term debt.We have registered an undetermined amount of securities with the SEC, so that, from time-to-time, we may issue debt securities, preferred stock and/orcommon stock and associated warrants in the public market under that registration statement.OFF-BALANCE SHEET ARRANGEMENTSOur operating lease commitments are primarily for railroad cars but also include distribution, warehousing and office space and data processing and officeequipment. Virtually none of our lease agreements contain escalation clauses or step rent provisions. 47Our long-term contractual commitments, including the on and off-balance sheet arrangements, consisted of the following: Payments Due by PeriodContractual ObligationsTotal Less than1 Year 1-3Years 3-5Years More than5 Years ($ in millions)Debt obligations, including capital lease obligations (a)$3,674.5 $80.3 $1,037.6 $980.5 $1,576.1Interest payments under debt obligations and interest rateswap agreements (b)1,139.5 186.1 332.3 287.6 333.5Contingent tax liability41.3 12.3 6.1 4.0 18.9Qualified pension plan contributions (c)5.0 5.0 — — —Non-qualified pension plan payments5.5 0.6 1.1 0.9 2.9Postretirement benefit payments52.2 5.2 9.1 7.2 30.7Off-Balance Sheet Commitments: Non-cancelable operating leases339.6 78.8 117.8 65.4 77.6Long-term supply contracts674.4 209.4 — 465.0 —Purchasing commitments: Raw materials5,588.2 596.9 1,011.4 987.7 2,992.2Capital expenditures5.7 5.7 — — —Utilities1.9 0.5 0.9 0.5 —Total$11,527.8 $1,180.8 $2,516.3 $2,798.8 $5,031.9(a)Excludes debt issuance costs, deferred gains and losses on fair value interest rate swaps and unamortized fair value premium of $56.9 million.(b)For the purposes of this table, we have assumed for all periods presented that there are no changes in the rates from those in effect at December 31, 2016which ranged from 0.25% to 10.00%.(c)These amounts are only estimated payments assuming for our domestic qualified pension plan an annual expected rate of return on pension plan assets of7.75% , and a discount rate on pension plan obligations of 4.1% and for our foreign qualified pension plans a weighted average annual expected rate ofreturn on pension plan assets of 6.0% , and a discount rate on pension plan obligations of 2.3% . These estimated payments are subject to significantvariation and the actual payments may be more than the amounts estimated. Given the inherent uncertainty as to actual minimum funding requirements forqualified defined benefit pension plans, no amounts are included in this table for any period beyond one year. During 2016, we made a discretionary cashcontribution to our domestic qualified defined benefit pension plan of $6.0 million. Based on the current funding requirements, we will not be required tomake any cash contributions to the domestic qualified defined benefit pension plan at least through 2017 . In connection with international qualified definedbenefit pension plans we made cash contributions of $1.3 million and $0.9 million in 2016 and 2015 , respectively, and we anticipate less than $5 million ofcash contributions to international qualified defined benefit pension plans in 2017 . See discussion on MAP-21 and HATFA 2014 in “Pension Plans” in thenotes to consolidated financial statements contained in Item 8.Non-cancelable operating leases and purchasing commitments are utilized in our normal course of business for our projected needs. In connection with theAcquisition, certain additional agreements have been entered into with TDCC, including long-term purchase agreements for raw materials. These agreements aremaintained through long-term cost based contracts that provide us with a reliable supply of key raw materials. Key raw materials received from TDCC includeethylene, electricity, propylene and benzene. For losses that we believe are probable and which are estimable, we have accrued for such amounts in ourconsolidated balance sheets. In addition to the table above, we have various commitments and contingencies including: defined benefit and postretirementhealthcare plans (as described below), environmental matters (see discussion above under “Environmental Matters”) and litigation claims (see Item 3—“LegalProceedings”).We have several defined benefit and defined contribution pension plans, as described in the “Pension Plans” note in the notes to consolidated financialstatements contained in Item 8. We fund the defined benefit pension plans based on the minimum amounts required by law plus such amounts we deemappropriate. We have postretirement healthcare plans that48provide health and life insurance benefits to certain retired employees and their beneficiaries, as described in the “Postretirement Benefits” note in the notes toconsolidated financial statements contained in Item 8. These other postretirement plans are not pre-funded and expenses are paid by us as incurred.We also have standby letters of credit of $73.3 million of which $16.6 million have been issued through our senior revolving credit facility. At December31, 2016 , we had $483.4 million available under our senior revolving credit facility.CRITICAL ACCOUNTING POLICIES AND ESTIMATESOur discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have beenprepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to makeestimates and judgments that affect the reported amounts of assets, liabilities, sales and expenses, and related disclosure of contingent assets andliabilities. Significant estimates in our consolidated financial statements include goodwill recoverability, environmental, restructuring and other unusual items,litigation, income tax reserves including deferred tax asset valuation allowances, pension, postretirement and other benefits and allowance for doubtfulaccounts. We base our estimates on prior experience, current facts and circumstances and other assumptions. Actual results may differ from these estimates.We believe the following critical accounting policies affect the more significant judgments and estimates used in the preparation of the consolidatedfinancial statements.GoodwillGoodwill is not amortized, but is reviewed for impairment annually in the fourth quarter and/or when circumstances or other events indicate that impairmentmay have occurred. ASC 350 “Intangibles—Goodwill and Other” permits entities to make a qualitative assessment of whether it is more likely than not that areporting unit’s fair value is less than its carrying amount before applying the two-step goodwill impairment test. Circumstances that are considered as part of thequalitative assessment and could trigger the two-step impairment test include, but are not limited to: a significant adverse change in the business climate; asignificant adverse legal judgment; adverse cash flow trends; an adverse action or assessment by a government agency; unanticipated competition; decline in ourstock price; and a significant restructuring charge within a reporting unit. We define reporting units at the business segment level or one level below the businesssegment level. For purposes of testing goodwill for impairment, goodwill has been allocated to our reporting units to the extent it relates to each reporting unit.It is our practice, at a minimum, to perform a quantitative goodwill impairment test in the fourth quarter every three years. In the fourth quarter of 2016, weperformed a quantitative goodwill impairment test for our reporting units. We use a discounted cash flow approach to develop the estimated fair value of areporting unit when a quantitative review is performed. Management judgment is required in developing the assumptions for the discounted cash flow model. Wealso corroborate our discounted cash flow analysis by evaluating a market-based approach that considers earnings before interest, taxes, depreciation andamortization (EBITDA) multiples from a representative sample of comparable public companies. As a further indicator that each reporting unit has been valuedappropriately using a discounted cash flow model, the aggregate fair value of all reporting units is reconciled to the total market value of Olin. An impairmentwould be recorded if the carrying amount of a reporting unit exceeded the estimated fair value. Based on the aforementioned analysis, the estimated fair value ofour reporting units substantially exceeded the carrying value of the reporting units. No impairment charges were recorded for 2016, 2015 or 2014.The discount rate, profitability assumptions and terminal growth rate of our reporting units and the cyclical nature of the chlor alkali industry were thematerial assumptions utilized in the discounted cash flow model used to estimate the fair value of each reporting unit. The discount rate reflects a weighted-average cost of capital, which is calculated based on observable market data. Some of this data (such as the risk free or treasury rate and the pretax cost of debt)are based on the market data at a point in time. Other data (such as the equity risk premium) are based upon market data over time for a peer group of companies inthe chemical manufacturing or distribution industries with a market capitalization premium added, as applicable.The discounted cash flow analysis requires estimates, assumptions and judgments about future events. Our analysis uses our internally generated long-rangeplan. Our discounted cash flow analysis uses the assumptions in our long-range plan about terminal growth rates, forecasted capital expenditures and changes infuture working capital requirements to determine the implied fair value of each reporting unit. The long-range plan reflects management judgment, supplementedby independent chemical industry analyses which provide multi-year chlor alkali industry operating and pricing forecasts.49We believe the assumptions used in our goodwill impairment analysis are appropriate and result in reasonable estimates of the implied fair value of eachreporting unit. However, given the economic environment and the uncertainties regarding the impact on our business, there can be no assurance that our estimatesand assumptions, made for purposes of our goodwill impairment testing, will prove to be an accurate prediction of the future. In order to evaluate the sensitivity ofthe fair value calculation on the goodwill impairment test, we applied a hypothetical 10% decrease to the fair value of each reporting unit. We also applied ahypothetical decrease of 100-basis points in our terminal growth rate or an increase of 100-basis points in our weighted-average cost of capital to test the fair valuecalculation. In all cases, the estimated fair value of our reporting units derived in these sensitivity calculations exceeded the carrying value in excess of 10%. If ourassumptions regarding future performance are not achieved, we may be required to record goodwill impairment charges in future periods. It is not possible at thistime to determine if any such future impairment charge would result or, if it does, whether such charge would be material.EnvironmentalAccruals (charges to income) for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability canbe reasonably estimated, based upon current law and existing technologies. These amounts, which are not discounted and are exclusive of claims against thirdparties, are adjusted periodically as assessments and remediation efforts progress or additional technical or legal information becomes available. Environmentalcosts are capitalized if the costs increase the value of the property and/or mitigate or prevent contamination from future operations. Environmental costs andrecoveries are included in costs of goods sold.Environmental exposures are difficult to assess for numerous reasons, including the identification of new sites, developments at sites resulting frominvestigatory studies, advances in technology, changes in environmental laws and regulations and their application, changes in regulatory authorities, the scarcity ofreliable data pertaining to identified sites, the difficulty in assessing the involvement and financial capability of other PRPs and our ability to obtain contributionsfrom other parties and the lengthy time periods over which site remediation occurs. It is possible that some of these matters (the outcomes of which are subject tovarious uncertainties) may be resolved unfavorably to us, which could materially adversely affect our financial position, cash flows or results of operations.Pension and Postretirement PlansWe account for our defined benefit pension plans and non-pension postretirement benefit plans using actuarial models required by ASC 715. These modelsuse an attribution approach that generally spreads the financial impact of changes to the plan and actuarial assumptions over the average remaining service lives ofthe employees in the plan. Changes in liability due to changes in actuarial assumptions such as discount rate, rate of compensation increases and mortality, as wellas annual deviations between what was assumed and what was experienced by the plan are treated as actuarial gains or losses. The principle underlying therequired attribution approach is that employees render service over their average remaining service lives on a relatively smooth basis and, therefore, the accountingfor benefits earned under the pension or non-pension postretirement benefits plans should follow the same relatively smooth pattern. Substantially all domesticdefined benefit pension plan participants are no longer accruing benefits; therefore, actuarial gains and losses are amortized based upon the remaining lifeexpectancy of the inactive plan participants. For both the years ended December 31, 2016 and 2015 , the average remaining life expectancy of the inactiveparticipants in the domestic defined benefit pension plan was 19 years.One of the key assumptions for the net periodic pension calculation is the expected long-term rate of return on plan assets, used to determine the “market-related value of assets.” The “market-related value of assets” recognizes differences between the plan’s actual return and expected return over a five yearperiod. The required use of an expected long-term rate of return on the market-related value of plan assets may result in recognized pension income that is greateror less than the actual returns of those plan assets in any given year. Over time, however, the expected long-term returns are designed to approximate the actuallong-term returns and, therefore, result in a pattern of income and expense recognition that more closely matches the pattern of the services provided by theemployees. As differences between actual and expected returns are recognized over five years, they subsequently generate gains and losses that are subject toamortization over the average remaining life expectancy of the inactive plan participants, as described in the preceding paragraph.We use long-term historical actual return information, the mix of investments that comprise plan assets, and future estimates of long-term investment returnsand inflation by reference to external sources to develop the expected long-term rate of return on plan assets as of December 31.The discount rate assumptions used for pension and non-pension postretirement benefit plan accounting reflect the rates available on high-quality fixed-income debt instruments on December 31 of each year. The rate of compensation increase is50based upon our long-term plans for such increases. For retiree medical plan accounting, we review external data and our own historical trends for healthcare coststo determine the healthcare cost trend rates.Effective as of the Closing Date, we changed the approach used to measure service and interest costs for our defined benefit pension plans and on December31, 2015 changed this approach for our other postretirement benefits. Prior to the Closing Date, we measured service and interest costs utilizing a single weighted-average discount rate derived from the yield curve used to measure the plan obligations. Subsequent to the Closing Date for our defined benefit pension plans andbeginning in 2016 for our other postretirement benefits, we elected to measure service and interest costs by applying the specific spot rates along the yield curve tothe plans’ estimated cash flows. We believe the new approach provides a more precise measurement of service and interest costs by aligning the timing of theplans’ liability cash flows to the corresponding spot rates on the yield curve. This change does not affect the measurement of our plan obligations. We haveaccounted for this change as a change in accounting estimate and, accordingly, have accounted for it on a prospective basis.Changes in pension costs may occur in the future due to changes in these assumptions resulting from economic events. For example, holding all otherassumptions constant, a 100-basis point decrease or increase in the assumed long-term rate of return on plan assets for our domestic qualified defined benefitpension plan would have decreased or increased, respectively, the 2016 defined benefit pension plan income by approximately $19.8 million. Holding all otherassumptions constant for our domestic qualified defined benefit pension plan, a 50-basis point decrease in the discount rate used to calculate pension income for2016 and the projected benefit obligation as of December 31, 2016 would have decreased pension income by $0.7 million and increased the projected benefitobligation by $147.0 million. A 50-basis point increase in the discount rate used to calculate pension income for 2016 and the projected benefit obligation as ofDecember 31, 2016 for our domestic qualified defined benefit pension plan would have increased pension income by $0.8 million and decreased the projectedbenefit obligation by $133.0 million. For additional information on long-term rates of return, discount rates and projected healthcare costs projections, see“Pension Plans” and “Postretirement Benefits” in the notes to the consolidated financial statements contained in Item 8.NEW ACCOUNTING PRONOUNCEMENTSIn January 2017, the Financial Accounting Standards Board (FASB) issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment” which amendsASC 350 “Intangibles—Goodwill and Other.” This update will simplify the measurement of goodwill impairment by eliminating Step 2 from the goodwillimpairment test. This update will require an entity to perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit withits carrying amount and recognize an impairment charge for the amount by which the carry amount exceeds the reporting unit’s fair value. The update does notmodify the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. This standard is effectivefor fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The guidance in this update is applied on a prospective basis withearlier application permitted. We are currently evaluating the effect of this update on our consolidated financial statements.In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments.” which amends ASC 230 “Statement of CashFlows.” This update will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. Theupdate is effective for fiscal years beginning after December 15, 2017. The new standard will require adoption on a retrospective basis unless it is impracticable toapply, in which case it would be required to apply the amendments prospectively as of the earliest date practicable. We are currently evaluating the effect of thisupdate on our consolidated financial statements.In March 2016, the FASB issued ASU 2016-09 “Improvements to Employee Share-Based Payment Accounting,” which amends ASC 718 “Compensation—Stock Compensation.” This update will simplify the income tax consequences, accounting for forfeitures and classification on the statements of cash flows ofshare-based payment arrangements. This standard is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years,with earlier application permitted. We will adopt this update in the first quarter of 2017.In February 2016, the FASB issued ASU 2016-02 “Leases,” which supersedes ASC 840 “Leases” and creates a new topic, ASC 842 “Leases.” This updaterequires lessees to recognize a lease liability and a lease asset for all leases, including operating leases, with a term greater than 12 months on its balance sheet. Theupdate also expands the required quantitative and qualitative disclosures surrounding leases. This update is effective for fiscal years beginning after December 15,2018 and interim periods within those fiscal years, with earlier application permitted. This update will be applied using a modified retrospective transition approachfor leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. We are currently evaluating theeffect of this update on our consolidated financial statements.51In November 2015, the FASB issued ASU 2015-17 “Balance Sheet Classification of Deferred Taxes” (ASU 2015-17), which amends ASC 740 “IncomeTaxes” (ASC 740). This update requires deferred income tax liabilities and assets, and any related valuation allowance, to be classified as noncurrent on thebalance sheet. This update simplifies the current guidance requiring the deferred taxes for each jurisdiction to be presented as a net current asset or liability and netnoncurrent asset or liability. This update is effective for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years. The guidancemay be applied either prospectively or retrospectively, with earlier application permitted. We adopted the provisions of ASU 2015-17 on December 31, 2015,which was applied prospectively, and, therefore, all prior periods have not been retrospectively adjusted.In September 2015, the FASB issued ASU 2015-16 “Simplifying the Accounting for Measurement—Period Adjustments” (ASU 2015-16), which amendsASC 805 “Business Combinations.” This update requires that an acquirer in a business combination recognize adjustments to provisional amounts that areidentified during the measurement period in the reporting period in which the adjustments are determined. We adopted ASU 2015-16 on January 1, 2016. Thisupdate is applied prospectively to adjustments of provisional amounts that occur after the effective date with earlier application permitted. This update did not havea material effect on our consolidated financial statements.In July 2015, the FASB issued ASU 2015-11 “Simplifying the Measurement of Inventory,” which amends ASC 330 “Inventory.” This update requiresentities to measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, lessreasonable predictable costs of completion, disposal and transportation. This update simplifies the current guidance under which an entity must measure inventoryat the lower of cost or market. This update does not impact inventory measured using LIFO. This update is effective for fiscal years beginning after December 15,2016. We are currently evaluating the effect of this update on our consolidated financial statements.In May 2015, the FASB issued ASU 2015-07 “Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)”(ASU 2015-07) which amends ASC 820 “Fair Value Measurement.” This update removes the requirement to categorize within the fair value hierarchy allinvestments for which fair value is measured using the net asset value per share practical expedient. The amendments removed the requirement to make certaindisclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient. This update is effective for fiscalyears beginning after December 15, 2015 and interim periods within those fiscal years and impacts the disclosure requirements surrounding certain assets held byour pension plans. The new guidance will be applied on a retrospective basis. We adopted ASU 2015-07 on January 1, 2016 which was applied retrospectively,and, therefore, all prior periods have been retrospectively adjusted.In April 2015, the FASB issued ASU 2015-03 “Simplifying the Presentation of Debt Issuance Costs” and, in August 2015, the FASB issued ASU 2015-15“Interest—Imputation of Interest,” which both amend ASC 835-30 “Interest—Imputation of Interest.” These updates require that debt issuance costs related to arecognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability while debt issuance costs related toline-of-credit arrangements will continue to be presented as an asset. We adopted ASU 2015-03 and ASU 2015-15 on January 1, 2016 which required retrospectiveapplication. As of December 31, 2015, debt issuance costs of $31.4 million were reclassified within our consolidated balance sheet from other assets to long-termdebt and $1.5 million were reclassified within our consolidated balance sheet from other assets to current installments of long-term debt.In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers” (ASU 2014-09), which amends ASC 605 “Revenue Recognition”and creates a new topic, ASC 606 “Revenue from Contracts with Customers” (ASC 606). Subsequent to the issuance of ASU 2014-09, ASC 606 was amended byvarious updates that amend and clarify the impact and implementation of the aforementioned standard. These updates provide guidance on how an entity shouldrecognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to beentitled in exchange for those goods or services. Upon initial application, the provisions of these updates are required to be applied retrospectively to each priorreporting period presented or retrospectively with the cumulative effect of initially applying this update recognized at the date of initial application. These updatesalso expand the disclosure requirements surrounding revenue recorded from contracts with customers. These updates are effective for fiscal years, and interimperiods within those years, beginning after December 15, 2017. We continue to evaluate the impact these updates will have on our consolidated financialstatements. Based on the analysis conducted to date, we believe the most significant impact the updates will have will be on our accounting policies and disclosureson revenue recognition. Preliminarily, we do not expect that these updates will materially impact our consolidated financial statements and we have not yetdetermined the method of application we will use.52DERIVATIVE FINANCIAL INSTRUMENTSASC 815 “Derivatives and Hedging” (ASC 815) required an entity to recognize all derivatives as either assets or liabilities in the statement of financialposition and measure those instruments at fair value. We use hedge accounting treatment for substantially all of our business transactions whose risks are coveredusing derivative instruments. The accounting treatment of changes in fair value is dependent upon whether or not a derivative instrument is designated as a hedgeand, if so, the type of hedge. For derivatives designated as a fair value hedge, the changes in the fair value of both the derivative and the hedged item arerecognized in earnings. For derivatives designated as a cash flow hedge, the change in fair value of the derivative is recognized in other comprehensive (loss)income until the hedged item is recognized in earnings. Ineffective portions are recognized currently in earnings. Unrealized gains and losses on derivatives notqualifying for hedge accounting are recognized currently in earnings. All derivatives recognized in earnings impact the expense line item on our consolidatedstatement of operations that is consistent with the nature of the underlying hedged item.The company actively manages currency exposures that are associated with net monetary asset positions, currency purchases and sales commitmentsdenominated in foreign currencies and foreign currency denominated assets and liabilities created in the normal course of business. We enter into forward sales andpurchase contracts to manage currency to offset our net exposures, by currency, related to the foreign currency denominated monetary assets and liabilities of ouroperations. At December 31, 2016 we had outstanding forward contracts to buy foreign currency with a notional value of $73.2 million and to sell foreign currencywith a notional value of $100.8 million . All of the currency derivatives expire within one year and are for USD equivalents. The counterparties to the forwardcontracts were large financial institutions; however, the risk of loss to us in the event of nonperformance by a counterparty could be significant to our financialposition or results of operations. At December 31, 2015 , we had outstanding forward contracts to buy foreign currency with a notional value of $21.7 million andto sell foreign currency with a notional value of $10.1 million .We use cash flow hedges for certain raw material and energy costs such as copper, zinc, lead, electricity and natural gas to provide a measure of stability inmanaging our exposure to price fluctuations associated with forecasted purchases of raw materials and energy costs used in our manufacturing process. Forderivative instruments that are designated and qualify as a cash flow hedge, the change in fair value of the derivative is recognized as a component of othercomprehensive (loss) income until the hedged item is recognized into earnings. Gains and losses on the derivatives representing hedge ineffectiveness arerecognized currently in earnings. Losses on settled derivative contracts were $5.8 million ($3.6 million, net of taxes), $9.7 million ($5.9 million, net of taxes) and$1.8 million ($1.1 million, net of taxes) in 2016 , 2015 and 2014 , respectively, which were included in cost of goods sold. At December 31, 2016 , we had openpositions in futures contracts through 2021 totaling $101.6 million ( 2015 — $63.6 million ). If all open futures contracts had been settled on December 31, 2016 ,we would have recognized a pretax gain of $11.1 million .At December 31, 2016 , accumulated other comprehensive loss included a gain, net of taxes, in fair value on commodity derivative contracts of $6.8million. If commodity prices were to remain at the levels they were at December 31, 2016 , approximately $6.2 million of deferred gains, net of tax, would bereclassified into earnings during the next twelve months. The actual effect on earnings will be dependent on commodity prices when the forecasted transactionsoccur. At December 31, 2015 , accumulated other comprehensive loss included a loss, net of taxes, in fair value on commodity forward contracts of $6.9 million .We use interest rate swaps as a means of managing interest expense and floating interest rate exposure to optimal levels. The accounting for gains andlosses associated with changes in fair value of the derivative and the effect on the consolidated financial statements will depend on the hedge designation andwhether the hedge is effective in offsetting changes in fair value of cash flows of the asset or liability being hedged. For derivative instruments that are designatedand qualify as a fair value hedge, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk arerecognized in current earnings. We include the gain or loss on the hedged items (fixed-rate borrowings) in the same line item, interest expense, as the offsettingloss or gain on the related interest rate swaps. As of December 31, 2016 and 2015 , the total notional amounts of our interest rate swaps designated as fair valuehedges were $500.0 million and zero , respectively.We also use interest rate swaps as a means of minimizing significant unanticipated earnings fluctuations that may arise from volatility in interest rates of ourvariable-rate borrowings. For derivative instruments that are designated and qualify as a cash flow hedge, the change in fair value of the derivative is recognized asa component of other comprehensive (loss) income until the hedged item is recognized into earnings. Gains and losses on the derivatives representing hedgeineffectiveness are recognized currently in earnings. At December 31, 2016 , we had open interest rate swaps designated as cash flow hedges with maximum termsthrough 2019. If all open futures contracts had been settled on December 31, 2016 , we would have recognized a pretax gain of $9.6 million . If interest rates wereto remain at December 31, 2016 levels, $1.1 million of deferred gains53would be reclassified into earnings during the next twelve months. The actual effect on earnings will be dependent on actual interest rates when the forecastedtransactions occur.The fair value of our derivative asset and liability balances were: December 31, 2016 2015 ($ in millions)Other current assets$13.5 $1.2Other assets7.7 —Total derivative asset$21.2 $1.2Current installments of long-term debt$0.1 $1.2Accrued liabilities1.2 11.6Long-term debt— 0.4Other liabilities28.5 —Total derivative liability$29.8 $13.2The ineffective portion of changes in fair value resulted in zero charged or credited to earnings for the years ended December 31, 2016 , 2015 and 2014 .Our foreign currency forward contracts and certain commodity derivatives did not meet the criteria to qualify for hedge accounting. The effect on operatingresults of items not qualifying for hedge accounting was a charge of $11.5 million, $2.1 million and $1.4 million in 2016 , 2015 and 2014 , respectively.Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKWe are exposed to market risk in the normal course of our business operations due to our purchases of certain commodities, our ongoing investing andfinancing activities and our operations that use foreign currencies. The risk of loss can be assessed from the perspective of adverse changes in fair values, cashflows and future earnings. We have established policies and procedures governing our management of market risks and the use of financial instruments to manageexposure to such risks.Energy costs, including electricity and natural gas, and certain raw materials used in our production processes are subject to price volatility. Depending onmarket conditions, we may enter into futures contracts, forward contracts, commodity swaps and put and call option contracts in order to reduce the impact ofcommodity price fluctuations. As of December 31, 2016 , we maintained open positions on commodity contracts with a notional value totaling $101.6 million ($63.6 million at December 31, 2015 ). Assuming a hypothetical 10% increase in commodity prices, which are currently hedged, as of December 31, 2016 , wewould experience a $10.2 million ($6.4 million at December 31, 2015 ) increase in our cost of inventory purchased, which would be substantially offset by acorresponding increase in the value of related hedging instruments.We transact business in various foreign currencies other than the USD which exposes us to movements in exchange rates which may impact revenue andexpenses, assets and liabilities and cash flows. Our significant foreign currency exposure is denominated with European currencies, primarily the Euro, althoughexposures also exist in other currencies of Asia Pacific, Latin America, Middle East and Africa. For all derivative positions, we evaluated the effects of a 10% shiftin exchange rates between those currencies and the USD, holding all other assumptions constant. Unfavorable currency movements of 10% would negatively affectthe fair values of the derivatives held to hedge currency exposures by $16.1 million. These unfavorable changes would generally have been offset by favorablechanges in the values of the underlying exposures.We are exposed to changes in interest rates primarily as a result of our investing and financing activities. Our current debt structure is used to fund businessoperations, and commitments from banks under our senior revolving credit facility are a source of liquidity. As of December 31, 2016 , we had long-termborrowings, including current installments and capital lease obligations, of $3,617.6 million ( $3,848.8 million at December 31, 2015 ) of which $2,238.4 million($2,305.9 million at December 31, 2015 ) was issued at variable rates.54In April 2016, we entered into three tranches of forward starting interest rate swaps whereby we agreed to pay fixed rates to the counterparties who, in turn,pay us floating rates on $1,100.0 million , $900.0 million and $400.0 million of our underlying floating-rate debt obligations. Each tranche’s term length is fortwelve months beginning on December 31, 2016, December 31, 2017 and December 31, 2018, respectively. The counterparties to the agreements are SMBCCapital Markets, Inc., Wells Fargo, PNC Bank, National Association, and Toronto-Dominion Bank. These counterparties are large financial institutions; however,the risk of loss to us in the event of nonperformance by a counterparty could be significant to our financial position or results of operations.In April 2016, we entered into interest rate swaps on $250.0 million of our underlying fixed-rate debt obligations, whereby we agreed to pay variable rates tothe counterparties, who, in turn, pay us fixed rates. The counterparties to these agreements are Toronto-Dominion Bank and SMBC Capital Markets, Inc., both ofwhich are major financial institutions.In October 2016, we also entered into interest rate swaps on an additional $250.0 million of our underlying fixed-rate debt obligations, whereby we agreedto pay variable rates to the counterparties who, in turn, pay us fixed rates. The counterparties to these agreements are PNC Bank, National Association and WellsFargo, both of which are major financial institutions.In June 2012, we terminated $73.1 million of interest rate swaps with Wells Fargo that had been entered into on the SunBelt Notes in May 2011. The resultwas a gain of $2.2 million which will be recognized through 2017. As of December 31, 2016 , $0.1 million of this gain was included in current installments oflong-term debt.Assuming no changes in the $2,238.4 million of variable-rate debt levels from December 31, 2016 , we estimate that a hypothetical change of 100-basispoints in the LIBOR interest rates from 2016 would impact annual interest expense by $22.4 million. A portion of this hypothetical change would be offset by ourinterest rate swaps.Our interest rate swaps reduced interest expense by $3.7 million , $2.8 million and $2.9 million in 2016 , 2015 and 2014 , respectively.If the actual changes in commodities, foreign currency, or interest pricing is substantially different than expected, the net impact of commodity risk, foreigncurrency risk, or interest rate risk on our cash flow may be materially different than that disclosed above.We do not enter into any derivative financial instruments for speculative purposes.CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS:This report includes forward-looking statements. These statements relate to analyses and other information that are based on management’s beliefs, certainassumptions made by management, forecasts of future results and current expectations, estimates and projections about the markets and economy in which we andour various segments operate. The statements contained in this report that are not statements of historical fact may include forward-looking statements that involvea number of risks and uncertainties.We have used the words “anticipate,” “intend,” “may,” “expect,” “believe,” “should,” “plan,” “estimate,” “project,” “forecast,” “optimistic” and variationsof such words and similar expressions in this report to identify such forward-looking statements. These statements are not guarantees of future performance andinvolve certain risks, uncertainties and assumptions, which are difficult to predict and many of which are beyond our control. Therefore, actual outcomes andresults may differ materially from those matters expressed or implied in such forward-looking statements. We undertake no obligation to update publicly anyforward-looking statements, whether as a result of future events, new information or otherwise.The risks, uncertainties, and assumptions involved in our forward-looking statements include those discussed under Item 1A—“Risk Factors.” You shouldconsider all of our forward-looking statements in light of these factors. In addition, other risks and uncertainties not presently known to us or that we considerimmaterial could affect the accuracy of our forward-looking statements.55Item 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAMANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTINGThe management of Olin Corporation is responsible for establishing and maintaining adequate internal control over financial reporting. Olin’s internalcontrol system was designed to provide reasonable assurance to the company’s management and board of directors regarding the preparation and fair presentationof published financial statements.All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provideonly reasonable assurance with respect to financial statement preparation and presentation, and may not prevent or detect all misstatements.The management of Olin Corporation has assessed the effectiveness of the company’s internal control over financial reporting as of December 31, 2016 . Inmaking this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013) to guide our analysis and assessment. Based on our assessment as of December 31, 2016 , the company’s internal control overfinancial reporting was effective based on those criteria.Our independent registered public accountants, KPMG LLP, have audited and issued a report on our internal control over financial reporting, which appearsin this Form 10-K./s/ John E. FischerPresident and Chief Executive Officer/s/ Todd A. SlaterVice President and Chief Financial Officer56REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMThe Board of Directors and Shareholders of Olin Corporation:We have audited the accompanying consolidated balance sheets of Olin Corporation and subsidiaries as of December 31, 2016 and 2015, and the relatedconsolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the three-year period endedDecember 31, 2016. We also have audited Olin Corporation’s internal control over financial reporting as of December 31, 2016, based on criteria established inInternal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Olin Corporation’smanagement is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment ofthe effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control Over Financial Reporting. Ourresponsibility is to express an opinion on these consolidated financial statements and an opinion on Olin Corporation’s internal control over financial reportingbased on our audits.We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require thatwe plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effectiveinternal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included examining, on a testbasis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made bymanagement, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understandingof internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness ofinternal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believethat our audits provide a reasonable basis for our opinions.A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control overfinancial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only inaccordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Olin Corporation andsubsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the years in the three-year period endedDecember 31, 2016, in conformity with U.S. generally accepted accounting principles. Also in our opinion, Olin Corporation maintained, in all material respects,effective internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control - Integrated Framework (2013) issuedby the Committee of Sponsoring Organizations of the Treadway Commission (COSO)./s/ KPMG LLPSt. Louis, MissouriFebruary 27, 201757CONSOLIDATED BALANCE SHEETSDecember 31(In millions, except per share data)Assets2016 2015Current assets: Cash and cash equivalents$184.5 $392.0Receivables, net675.0 783.4Income taxes receivable25.5 32.9Inventories630.4 685.2Other current assets30.8 39.9Total current assets1,546.2 1,933.4Property, plant and equipment, net3,704.9 3,953.4Deferred income taxes119.5 95.9Other assets644.4 454.6Intangible assets, net629.6 677.5Goodwill2,118.0 2,174.1Total assets$8,762.6 $9,288.9Liabilities and Shareholders’ Equity Current liabilities: Current installments of long-term debt$80.5 $205.0Accounts payable570.8 608.2Income taxes payable7.5 4.9Accrued liabilities263.8 328.1Total current liabilities922.6 1,146.2Long-term debt3,537.1 3,643.8Accrued pension liability638.1 648.9Deferred income taxes1,032.5 1,095.2Other liabilities359.3 336.0Total liabilities6,489.6 6,870.1Commitments and contingencies Shareholders’ equity: Common stock, par value $1 per share: Authorized, 240.0 shares; Issued and outstanding, 165.4 shares (165.1 in 2015)165.4 165.1Additional paid-in capital2,243.8 2,236.4Accumulated other comprehensive loss(510.0) (492.5)Retained earnings373.8 509.8Total shareholders’ equity2,273.0 2,418.8Total liabilities and shareholders’ equity$8,762.6 $9,288.9The accompanying notes to consolidated financial statements are an integral part of the consolidated financial statements.58CONSOLIDATED STATEMENTS OF OPERATIONSYears ended December 31(In millions, except per share data) 2016 2015 2014Sales$5,550.6 $2,854.4 $2,241.2Operating expenses: Cost of goods sold4,923.7 2,486.8 1,853.2Selling and administration323.2 186.3 166.1Restructuring charges112.9 2.7 15.7Acquisition-related costs48.8 123.4 4.2Other operating income10.6 45.7 1.5Operating income152.6 100.9 203.5Earnings of non-consolidated affiliates1.7 1.7 1.7Interest expense191.9 97.0 43.8Interest income3.4 1.1 1.3Income (loss) from continuing operations before taxes(34.2) 6.7 162.7Income tax (benefit) provision(30.3) 8.1 57.7Income (loss) from continuing operations(3.9) (1.4) 105.0Income from discontinued operations, net— — 0.7Net (loss) income$(3.9) $(1.4) $105.7Net (loss) income per common share: Basic (loss) income per common share: Income (loss) from continuing operations$(0.02) $(0.01) $1.33Income from discontinued operations, net— — 0.01Net (loss) income$(0.02) $(0.01) $1.34Diluted (loss) income per common share: Income (loss) from continuing operations$(0.02) $(0.01) $1.32Income from discontinued operations, net— — 0.01Net (loss) income$(0.02) $(0.01) $1.33Average common shares outstanding: Basic165.2 103.4 78.6Diluted165.2 103.4 79.7The accompanying notes to consolidated financial statements are an integral part of the consolidated financial statements.59CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)Years ended December 31(In millions) 2016 2015 2014Net (loss) income$(3.9) $(1.4) $105.7Other comprehensive loss, net of tax: Foreign currency translation adjustments, net(12.0) (9.8) (1.8)Unrealized gains (losses) on derivative contracts, net19.7 (2.7) (5.1)Pension and postretirement liability adjustments, net(37.5) (78.8) (86.6)Amortization of prior service costs and actuarial losses, net12.3 41.9 15.5Total other comprehensive loss, net of tax(17.5) (49.4) (78.0)Comprehensive (loss) income$(21.4) $(50.8) $27.7The accompanying notes to consolidated financial statements are an integral part of the consolidated financial statements.60CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY(In millions, except per share data) Common Stock AdditionalPaid-InCapital AccumulatedOtherComprehensiveLoss RetainedEarnings TotalShareholders’EquitySharesIssued ParValue Balance at January 1, 201479.4 $79.4 $838.8 $(365.1) $548.0 $1,101.1Net income— — — — 105.7 105.7Other comprehensive loss— — — (78.0) — (78.0)Dividends paid: Common stock ($0.80 per share)— — — — (63.0) (63.0)Common stock repurchased and retired(2.5) (2.5) (62.3) — — (64.8)Common stock issued for: Stock options exercised0.5 0.5 11.6 — — 12.1Other transactions— — (1.4) — — (1.4)Stock-based compensation— — 1.6 — — 1.6Balance at December 31, 201477.4 77.4 788.3 (443.1) 590.7 1,013.3Net loss— — — — (1.4) (1.4)Other comprehensive loss— — — (49.4) — (49.4)Dividends paid: Common stock ($0.80 per share)— — — — (79.5) (79.5)Common stock issued for: Stock options exercised0.1 0.1 3.0 — — 3.1Other transactions0.1 0.1 2.2 — — 2.3Business acquired in purchase transaction,net of issuance costs87.5 87.5 1,438.0 — — 1,525.5Stock-based compensation— — 4.9 — — 4.9Balance at December 31, 2015165.1 165.1 2,236.4 (492.5) 509.8 2,418.8Net loss— — — — (3.9) (3.9)Other comprehensive loss— — — (17.5) — (17.5)Dividends paid: Common stock ($0.80 per share)— — — — (132.1) (132.1)Common stock issued for: Stock options exercised0.3 0.3 3.8 — — 4.1Other transactions— — (0.8) — — (0.8)Stock-based compensation— — 4.4 — — 4.4Balance at December 31, 2016165.4 $165.4 $2,243.8 $(510.0) $373.8 $2,273.0The accompanying notes to consolidated financial statements are an integral part of the consolidated financial statements.61CONSOLIDATED STATEMENTS OF CASH FLOWSYears ended December 31(In millions) 2016 2015 2014Operating Activities Net (loss) income$(3.9) $(1.4) $105.7Adjustments to reconcile net (loss) income to net cash and cash equivalents provided by (used for)operating activities: Earnings of non-consolidated affiliates(1.7) (1.7) (1.7)Losses (gains) on disposition of property, plant and equipment0.7 (25.2) (1.1)Stock-based compensation7.5 7.6 5.1Depreciation and amortization533.5 228.9 139.1Deferred income taxes(32.7) 5.6 31.0Write-off of equipment and facility included in restructuring charges76.6 0.5 3.3Qualified pension plan contributions(7.3) (0.9) (0.8)Qualified pension plan income(37.5) (32.0) (28.5)Change in assets and liabilities: Receivables38.5 (115.1) 25.8Income taxes receivable/payable10.7 (12.6) (27.8)Inventories23.9 (1.7) (23.6)Other current assets20.9 (30.6) 1.7Accounts payable and accrued liabilities(13.1) 185.1 (38.5)Other assets(4.3) 37.6 5.2Other noncurrent liabilities(12.1) (32.5) (33.2)Other operating activities3.5 5.5 (2.5)Net operating activities603.2 217.1 159.2Investing Activities Capital expenditures(278.0) (130.9) (71.8)Business acquired and related transactions, net of cash acquired(69.5) (408.1) —Payments under long-term supply contract(175.7) — —Proceeds from sale/leaseback of equipment40.4 — —Proceeds from disposition of property, plant and equipment0.5 26.2 5.6Proceeds from disposition of investments in non-consolidated equity affiliate8.8 8.8 —Restricted cash activity, net— — 4.2Other investing activities— — 0.3Net investing activities(473.5) (504.0) (61.7)Financing Activities Long-term debt: Borrowings230.0 1,275.0 150.0Repayments(435.3) (730.7) (162.4)Earn out payment - SunBelt— — (14.8)Common stock repurchased and retired— — (64.8)Stock options exercised0.5 2.2 6.6Excess tax benefits from stock-based compensation0.4 0.4 1.1Dividends paid(132.1) (79.5) (63.0)Debt and equity issuance costs(1.0) (45.2) (1.2)Net financing activities(337.5) 422.2 (148.5)Effect of exchange rate changes on cash and cash equivalents0.3 (0.1) —Net (decrease) increase in cash and cash equivalents(207.5) 135.2 (51.0)Cash and cash equivalents, beginning of year392.0 256.8 307.8Cash and cash equivalents, end of year$184.5 $392.0 $256.8Cash paid for interest and income taxes: Interest$200.8 $32.3 $36.8Income taxes, net of refunds$(2.6) $5.3 $49.0The accompanying notes to consolidated financial statements are an integral part of the consolidated financial statements.62NOTES TO CONSOLIDATED FINANCIAL STATEMENTSDESCRIPTION OF BUSINESSOlin Corporation (Olin) is a Virginia corporation, incorporated in 1892, having its principal executive offices in Clayton, MO. We are a manufacturerconcentrated in three business segments: Chlor Alkali Products and Vinyls, Epoxy and Winchester. The Chlor Alkali Products and Vinyls segment manufacturesand sells chlorine and caustic soda, ethylene dichloride and vinyl chloride monomer, methyl chloride, methylene chloride, chloroform, carbon tetrachloride,perchloroethylene, trichloroethylene and vinylidene chloride, hydrochloric acid, hydrogen, bleach products and potassium hydroxide. The Epoxy segmentproduces and sells a full range of epoxy materials, including allyl chloride, epichlorohydrin, liquid epoxy resins and downstream products such as converted epoxyresins and additives. The Winchester segment produces and sells sporting ammunition, reloading components, small caliber military ammunition and components,and industrial cartridges. On October 5, 2015 (the Closing Date), we acquired from The Dow Chemical Company (TDCC) its U.S. Chlor Alkali and Vinyl, Global ChlorinatedOrganics and Global Epoxy businesses (collectively, the Acquired Business), whose operating results are included in the accompanying financial statements sincethe Closing Date. For segment reporting purposes, a portion of the Acquired Business’s operating results comprise the Epoxy segment with the remaining operatingresults combined with Olin’s Chlor Alkali Products and Chemical Distribution segments to comprise the Chlor Alkali Products and Vinyls segment.ACCOUNTING POLICIESThe preparation of the consolidated financial statements requires estimates and assumptions that affect amounts reported and disclosed in the financialstatements and related notes. Actual results could differ from those estimates.Basis of PresentationThe consolidated financial statements include the accounts of Olin and all majority-owned subsidiaries. Investment in our affiliates are accounted for on theequity method. Accordingly, we include only our share of earnings or losses of these affiliates in consolidated net (loss) income. Certain reclassifications weremade to prior year amounts to conform to the 2016 presentation.Revenue RecognitionRevenues are recognized on sales of product at the time the goods are shipped and the risks of ownership have passed to the customer. Shipping andhandling fees billed to customers are included in sales. Allowances for estimated returns, discounts and rebates are recognized when sales are recorded and arebased on various market data, historical trends and information from customers. Actual returns, discounts and rebates have not been materially different fromestimates.Cost of Goods Sold and Selling and Administration ExpensesCost of goods sold includes the costs of inventory sold, related purchasing, distribution and warehousing costs, costs incurred for shipping and handling,depreciation and amortization expense related to these activities and environmental remediation costs and recoveries. Selling and administration expenses includepersonnel costs associated with sales, marketing and administration, research and development, legal and legal-related costs, consulting and professional servicesfees, advertising expenses, depreciation expense related to these activities, foreign currency translation and other similar costs.Acquisition-related CostsAcquisition-related costs include advisory, legal, accounting and other professional fees incurred in connection with the purchase and integration of ouracquisitions. Acquisition-related costs also may include costs which arise as a result of acquisitions, including contractual change in control provisions, contracttermination costs, compensation payments related to the acquisition or pension and other postretirement benefit plan settlements. Acquisition-related costs for theyears ended December 31, 2016, 2015 and 2014 of $48.8 million , $123.4 million and $4.2 million , respectively, were associated with the Acquisition.63Other Operating IncomeOther operating income consists of miscellaneous operating income items, which are related to our business activities, and gains (losses) on disposition ofproperty, plant and equipment.Included in other operating income were the following: Years Ended December 31, 2016 2015 2014 ($ in millions)Gains (losses) on disposition of property, plant and equipment, net$(0.7) $(0.6) $0.2Gains on insurance recoveries11.0 46.0 —Gain on resolution of a contract matter— — 1.0Other0.3 0.3 0.3Other operating income$10.6 $45.7 $1.5The gains on insurance recoveries in 2016 included insurance recoveries for property damage and business interruption related to a 2008 Henderson, NVchlor alkali facility incident. The gains on insurance recoveries in 2015 included insurance recoveries for property damage and business interruption of $42.3million related to the portion of the Becancour, Canada chlor alkali facility that has been shut down since late June 2014 and $3.7 million related to the McIntosh,AL chlor alkali facility.Other Income (Expense)Other income consists of non-operating income items which are not related to our primary business activities. Foreign Currency TranslationOur worldwide operations utilize the U.S. dollar (USD) or local currency as the functional currency, where applicable. For foreign entities where the USD isthe functional currency, gains and losses resulting from balance sheet translations are included in selling and administration. For foreign entities where the localcurrency is the functional currency, assets and liabilities denominated in local currencies are translated into USD at end-of-period exchange rates and the resultanttranslation adjustments are included in accumulated other comprehensive loss. Assets and liabilities denominated in other than the local currency are remeasuredinto the local currency prior to translation into USD and the resultant exchange gains or losses are included in income in the period in which they occur. Incomeand expenses are translated into USD using an approximation of the average rate prevailing during the period. We change the functional currency of our separateand distinct foreign entities only when significant changes in economic facts and circumstances indicate clearly that the functional currency has changed.Cash and Cash EquivalentsAll highly liquid investments, with a maturity of three months or less at the date of purchase, are considered to be cash equivalents.Short-Term InvestmentsWe classify our marketable securities as available-for-sale, which are reported at fair market value with unrealized gains and losses included in accumulatedother comprehensive loss, net of applicable taxes. The fair value of marketable securities is determined by quoted market prices. Realized gains and losses onsales of investments, as determined on the specific identification method, and declines in value of securities judged to be other-than-temporary are included in otherincome (expense) in the consolidated statements of operations. Interest and dividends on all securities are included in interest income and other income (expense),respectively. As of December 31, 2016 and 2015, we had no short-term investments recorded on our consolidated balance sheets.64Allowance for Doubtful Accounts ReceivableWe evaluate the collectibility of accounts receivable based on a combination of factors. We estimate an allowance for doubtful accounts as a percentage ofnet sales based on historical bad debt experience. This estimate is periodically adjusted when we become aware of a specific customer’s inability to meet itsfinancial obligations (e.g., bankruptcy filing) or as a result of changes in the overall aging of accounts receivable. While we have a large number of customers thatoperate in diverse businesses and are geographically dispersed, a general economic downturn in any of the industry segments in which we operate could result inhigher than expected defaults, and, therefore, the need to revise estimates for the provision for doubtful accounts could occur.InventoriesInventories are valued at the lower of cost or market. For U.S. inventories, inventory costs are determined principally by the dollar value last-in, first-out(LIFO) method of inventory accounting while for international inventories, inventory costs are determined principally by the first-in, first-out (FIFO) method ofinventory accounting. Cost for other inventories has been determined principally by the average-cost method (primarily operating supplies, spare parts andmaintenance parts). Elements of costs in inventories include raw materials, direct labor and manufacturing overhead.Property, Plant and EquipmentProperty, plant and equipment are recorded at cost. Depreciation is computed on a straight-line basis over the estimated useful lives of the relatedassets. Interest costs incurred to finance expenditures for major long-term construction projects are capitalized as part of the historical cost and included inproperty, plant and equipment and are depreciated over the useful lives of the related assets. Leasehold improvements are amortized over the term of the lease orthe estimated useful life of the improvement, whichever is shorter. Start-up costs are expensed as incurred. Expenditures for maintenance and repairs are chargedto expense when incurred while the costs of significant improvements, which extend the useful life of the underlying asset, are capitalized.Property, plant and equipment are reviewed for impairment when conditions indicate that the carrying values of the assets may not be recoverable. Suchimpairment conditions include an extended period of idleness or a plan of disposal. If such impairment indicators are present or other factors exist that indicate thatthe carrying amount of an asset may not be recoverable, we determine whether impairment has occurred through the use of an undiscounted cash flow analysis atthe lowest level for which identifiable cash flows exist. For our Chlor Alkali Products and Vinyls, Epoxy and Winchester segments, the lowest level for whichidentifiable cash flows exist is the operating facility level or an appropriate grouping of operating facilities level. The amount of impairment loss, if any, ismeasured by the difference between the net book value of the assets and the estimated fair value of the related assets.Restricted CashRestricted cash, which is restricted as to withdrawal or usage, is classified on our consolidated balance sheet as a noncurrent asset separately from cash andcash equivalents. Asset Retirement ObligationsWe record the fair value of an asset retirement obligation associated with the retirement of a tangible long-lived asset as a liability in the periodincurred. The liability is measured at discounted fair value and is adjusted to its present value in subsequent periods as accretion expense is recorded. Thecorresponding asset retirement costs are capitalized as part of the carrying amount of the related long-lived asset and depreciated over the asset’s useful life. Assetretirement obligations are reviewed annually in the fourth quarter and/or when circumstances or other events indicate that changes underlying retirementassumptions may have occurred.65The activity of our asset retirement obligation was as follows: December 31, 2016 2015 ($ in millions)Beginning balance$53.5 $54.4Accretion3.1 3.6Spending(8.8) (8.2)Currency translation adjustments0.2 (1.1)Acquisition activity— 1.7Adjustments7.4 3.1Ending balance$55.4 $53.5At December 31, 2016 and 2015 , our consolidated balance sheets included an asset retirement obligation of $42.8 million and $46.2 million , respectively,which were classified as other noncurrent liabilities.In 2016 , we had net adjustments that increased the asset retirement obligation by $7.4 million , which were primarily comprised of increases in estimatedcosts for certain assets. In 2015 , we had net adjustments that increased the asset retirement obligation by $3.1 million , which were primarily due to changes in theestimated timing of payments for certain assets.Comprehensive Income (Loss)Accumulated other comprehensive loss consists of foreign currency translation adjustments, pension and postretirement liability adjustments, pension andpostretirement amortization of prior service costs and actuarial losses and net unrealized (losses) gains on derivative contracts. GoodwillGoodwill is not amortized, but is reviewed for impairment annually in the fourth quarter and/or when circumstances or other events indicate that impairmentmay have occurred. Accounting Standards Codification (ASC) 350 “Intangibles—Goodwill and Other” permits entities to make a qualitative assessment ofwhether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two-step goodwill impairment test.Circumstances that are considered as part of the qualitative assessment and could trigger the two-step impairment test include, but are not limited to: a significantadverse change in the business climate; a significant adverse legal judgment; adverse cash flow trends; an adverse action or assessment by a government agency;unanticipated competition; decline in our stock price; and a significant restructuring charge within a reporting unit. We define reporting units at the businesssegment level or one level below the business segment level. For purposes of testing goodwill for impairment, goodwill has been allocated to our reporting units tothe extent it relates to each reporting unit.It is our practice, at a minimum, to perform a quantitative goodwill impairment test in the fourth quarter every three years. In the fourth quarter of 2016, weperformed a quantitative goodwill impairment test for our reporting units. We use a discounted cash flow approach to develop the estimated fair value of areporting unit when a quantitative test is performed. Management judgment is required in developing the assumptions for the discounted cash flow model. Wealso corroborate our discounted cash flow analysis by evaluating a market-based approach that considers earnings before interest, taxes, depreciation andamortization (EBITDA) multiples from a representative sample of comparable public companies. As a further indicator that each reporting unit has been valuedappropriately using a discounted cash flow model, the aggregate fair value of all reporting units is reconciled to the total market value of Olin. An impairmentwould be recorded if the carrying amount exceeded the estimated fair value. Based on the aforementioned analysis, the estimated fair value of our reporting unitssubstantially exceeded the carrying value of the reporting units. No impairment charges were recorded for 2016, 2015 or 2014.The discount rate, profitability assumptions and terminal growth rate of our reporting units and the cyclical nature of the chlor alkali industry were thematerial assumptions utilized in the discounted cash flow model used to estimate the fair value of each reporting unit. The discount rate reflects a weighted-average cost of capital, which is calculated based on observable market data. Some of this data (such as the risk free or treasury rate and the pretax cost of debt)are based on the market data at a point in time. Other data (such as the equity risk premium) are based upon market data over time for a peer group of companies inthe chemical manufacturing or distribution industries with a market capitalization premium added, as applicable.66The discounted cash flow analysis requires estimates, assumptions and judgments about future events. Our analysis uses our internally generated long-rangeplan. Our discounted cash flow analysis uses the assumptions in our long-range plan about terminal growth rates, forecasted capital expenditures and changes infuture working capital requirements to determine the implied fair value of each reporting unit. The long-range plan reflects management judgment, supplementedby independent chemical industry analyses which provide multi-year industry operating and pricing forecasts.We believe the assumptions used in our goodwill impairment analysis are appropriate and result in reasonable estimates of the implied fair value of eachreporting unit. However, given the economic environment and the uncertainties regarding the impact on our business, there can be no assurance that our estimatesand assumptions, made for purposes of our goodwill impairment testing will prove to be an accurate prediction of the future. In order to evaluate the sensitivity ofthe fair value calculation on the goodwill impairment test, we applied a hypothetical 10% decrease to the fair value of each reporting unit. We also applied ahypothetical decrease of 100-basis points in our terminal growth rate or an increase of 100-basis points in our weighted-average cost of capital to test the fair valuecalculation. In all cases, the estimated fair value of our reporting units derived in these sensitivity calculations exceeded the carrying value in excess of 10%. If ourassumptions regarding future performance are not achieved, we may be required to record goodwill impairment charges in future periods. It is not possible at thistime to determine if any such future impairment charge would result or, if it does, whether such charge would be material.Intangible AssetsIn conjunction with our acquisitions, we have obtained access to the customer contracts and relationships, trade names, acquired technology and otherintellectual property of the acquired companies. These relationships are expected to provide economic benefit for future periods. Amortization expense isrecognized on a straight-line basis over the estimated lives of the related assets. The amortization period of customer contracts and relationships, trade names,acquired technology and other intellectual property represents our best estimate of the expected usage or consumption of the economic benefits of the acquiredassets, which is based on the company’s historical experience.Intangible assets with finite lives are reviewed for impairment when conditions indicate that the carrying values of the assets may not berecoverable. Circumstances that are considered as part of the qualitative assessment and could trigger a quantitative impairment test include, but are not limitedto: a significant adverse change in the business climate; a significant adverse legal judgment including asset specific factors; adverse cash flow trends; an adverseaction or assessment by a government agency; unanticipated competition; decline in our stock price; and a significant restructuring charge within a reporting unit.Based upon our qualitative assessment, it is more likely than not that the fair value of our intangible assets are greater than the carrying amount as of December 31,2016 . No impairment of our intangible assets were recorded in 2016 , 2015 or 2014 .Environmental Liabilities and ExpendituresAccruals (charges to income) for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability canbe reasonably estimated, based upon current law and existing technologies. These amounts, which are not discounted and are exclusive of claims against thirdparties, are adjusted periodically as assessment and remediation efforts progress or additional technical or legal information becomes available. Environmentalcosts are capitalized if the costs increase the value of the property and/or mitigate or prevent contamination from future operations.Discontinued OperationsWe present the results of operations, financial position and cash flows that have either been sold or that meet the criteria for “held for sale” accounting asdiscontinued operations. At the time an operation qualifies for held for sale accounting, the operation is evaluated to determine whether or not the carrying valueexceeds its fair value less cost to sell. Any loss as a result of carrying value in excess of fair value less cost to sell is recorded in the period the operation meets heldfor sale accounting. Management judgment is required to assess the criteria required to meet held for sale accounting, and estimate fair value. Changes to theoperation could cause it to no longer qualify for held for sale accounting and changes to fair value or adjustments to amounts previously reported as discontinuedoperations could result in an increase or decrease to previously recognized losses.Income TaxesDeferred taxes are provided for differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the yearin which the differences are expected to reverse. A valuation allowance is provided to67offset deferred tax assets if, based on the available evidence, it is more likely than not that some or all of the value of the deferred tax assets will not be realized.Derivative Financial InstrumentsWe are exposed to market risk in the normal course of our business operations due to our purchases of certain commodities, our ongoing investing andfinancing activities and our operations that use foreign currencies. The risk of loss can be assessed from the perspective of adverse changes in fair values, cashflows and future earnings. We have established policies and procedures governing our management of market risks and the use of financial instruments to manageexposure to such risks. We use hedge accounting treatment for substantially all of our business transactions whose risks are covered using derivativeinstruments. The hedge accounting treatment provides for the deferral of gains or losses on derivative instruments until such time as the related transactions occur.Concentration of Credit RiskAccounts receivable is the principal financial instrument which subjects us to a concentration of credit risk. Credit is extended based upon the evaluation ofa customer’s financial condition and, generally, collateral is not required. Concentrations of credit risk with respect to receivables are somewhat limited due to ourlarge number of customers, the diversity of these customers’ businesses and the geographic dispersion of such customers. Our accounts receivable arepredominantly derived from sales denominated in USD or the Euro. We maintain an allowance for doubtful accounts based upon the expected collectibility of alltrade receivables.Fair ValueFair value is defined as the price at which an asset could be exchanged in a current transaction between knowledgeable, willing parties or the amount thatwould be paid to transfer a liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. Where available, fair value is basedon observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models areapplied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency forthe instruments or market and the instruments’ complexity.Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputsused to measure their fair value. Hierarchical levels, defined by ASC 820 “Fair Value Measurement” (ASC 820), and directly related to the amount of subjectivityassociated with the inputs to fair valuation of these assets and liabilities, are as follows:Level 1 — Inputs were unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.Level 2 — Inputs (other than quoted prices included in Level 1) were either directly or indirectly observable for the asset or liability throughcorrelation with market data at the measurement date and for the duration of the instrument’s anticipated life.Level 3 — Inputs reflected management’s best estimate of what market participants would use in pricing the asset or liability at the measurementdate. Consideration was given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.Retirement-Related BenefitsWe account for our defined benefit pension plans and non-pension postretirement benefit plans using actuarial models required by ASC 715“Compensation-Retirement Benefits” (ASC 715). These models use an attribution approach that generally spreads the financial impact of changes to the plan andactuarial assumptions over the average remaining service lives of the employees in the plan. Changes in liability due to changes in actuarial assumptions such asdiscount rate, rate of compensation increases and mortality, as well as annual deviations between what was assumed and what was experienced by the plan aretreated as actuarial gains or losses. The principle underlying the required attribution approach is that employees render service over their average remaining servicelives on a relatively smooth basis and, therefore, the accounting for benefits earned under the pension or non-pension postretirement benefits plans should followthe same relatively smooth pattern. Substantially all domestic defined benefit pension plan participants are no longer accruing benefits; therefore, actuarial gainsand losses are amortized based upon the remaining life expectancy of the inactive plan participants. For both the years68ended December 31, 2016 and 2015 , the average remaining life expectancy of the inactive participants in the domestic defined benefit pension plan was 19 years.One of the key assumptions for the net periodic pension calculation is the expected long-term rate of return on plan assets, used to determine the “market-related value of assets.” The “market-related value of assets” recognizes differences between the plan’s actual return and expected return over a five yearperiod. The required use of an expected long-term rate of return on the market-related value of plan assets may result in a recognized pension income that isgreater or less than the actual returns of those plan assets in any given year. Over time, however, the expected long-term returns are designed to approximate theactual long-term returns and, therefore, result in a pattern of income and expense recognition that more closely matches the pattern of the services provided by theemployees. As differences between actual and expected returns are recognized over five years, they subsequently generate gains and losses that are subject toamortization over the average remaining life expectancy of the inactive plan participants, as described in the preceding paragraph.We use long-term historical actual return information, the mix of investments that comprise plan assets, and future estimates of long-term investment returnsand inflation by reference to external sources to develop the expected long-term rate of return on plan assets as of December 31.The discount rate assumptions used for pension and non-pension postretirement benefit plan accounting reflect the rates available on high-quality fixed-income debt instruments on December 31 of each year. The rate of compensation increase is based upon our long-term plans for such increases. For retireemedical plan accounting, we review external data and our own historical trends for healthcare costs to determine the healthcare cost trend rates.Stock-Based CompensationWe measure the cost of employee services received in exchange for an award of equity instruments, such as stock options, performance shares and restrictedstock, based on the grant-date fair value of the award. This cost is recognized over the period during which an employee is required to provide service in exchangefor the award, the requisite service period (usually the vesting period). An initial measurement is made of the cost of employee services received in exchange foran award of liability instruments based on its current fair value and the value of that award is subsequently remeasured at each reporting date through the settlementdate. Changes in fair value of liability awards during the requisite service period are recognized as compensation cost over that period.The fair value of each option granted, which typically vests ratably over three years, but not less than one year, was estimated on the date of grant, using theBlack-Scholes option-pricing model with the following assumptions: 2016 2015 2014Dividend yield6.09% 2.92% 3.13%Risk-free interest rate1.35% 1.69% 2.13%Expected volatility32% 34% 42%Expected life (years)6.0 6.0 7.0Weighted-average grant fair value (per option)$1.90 $6.80 $8.34Weighted-average exercise price$13.14 $27.40 $25.69Shares granted1,670,400 776,750 624,200Dividend yield was based on a historical average. Risk-free interest rate was based on zero coupon U.S. Treasury securities rates for the expected life of theoptions. Expected volatility was based on our historical stock price movements, as we believe that historical experience is the best available indicator of theexpected volatility. Expected life of the option grant was based on historical exercise and cancellation patterns, as we believe that historical experience is the bestestimate for future exercise patterns.69RECENT ACCOUNTING PRONOUNCEMENTSIn January 2017, the Financial Accounting Standards Board (FASB) issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment” which amendsASC 350 “Intangibles—Goodwill and Other.” This update will simplify the measurement of goodwill impairment by eliminating Step 2 from the goodwillimpairment test. This update will require an entity to perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit withits carrying amount and recognize an impairment charge for the amount by which the carry amount exceeds the reporting unit’s fair value. The update does notmodify the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. This standard is effectivefor fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The guidance in this update is applied on a prospective basis withearlier application permitted. We are currently evaluating the effect of this update on our consolidated financial statements.In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments” which amends ASC 230 “Statement of CashFlows.” This update will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. Theupdate is effective for fiscal years beginning after December 15, 2017. The new standard will require adoption on a retrospective basis unless it is impracticable toapply, in which case it would be required to apply the amendments prospectively as of the earliest date practicable. We are currently evaluating the effect of thisupdate on our consolidated financial statements.In March 2016, the FASB issued ASU 2016-09 “Improvements to Employee Share-Based Payment Accounting,” which amends ASC 718 “Compensation—Stock Compensation.” This update will simplify the income tax consequences, accounting for forfeitures and classification on the statements of cash flows ofshare-based payment arrangements. This standard is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years,with earlier application permitted. We will adopt this update in the first quarter of 2017.In February 2016, the FASB issued ASU 2016-02 “Leases,” which supersedes ASC 840 “Leases” and creates a new topic, ASC 842 “Leases.” This updaterequires lessees to recognize a lease liability and a lease asset for all leases, including operating leases, with a term greater than 12 months on its balance sheet. Theupdate also expands the required quantitative and qualitative disclosures surrounding leases. This update is effective for fiscal years beginning after December 15,2018 and interim periods within those fiscal years, with earlier application permitted. This update will be applied using a modified retrospective transition approachfor leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. We are currently evaluating theeffect of this update on our consolidated financial statements.In November 2015, the FASB issued ASU 2015-17 “Balance Sheet Classification of Deferred Taxes” (ASU 2015-17), which amends ASC 740 “IncomeTaxes” (ASC 740). This update requires deferred income tax liabilities and assets, and any related valuation allowance, to be classified as noncurrent on thebalance sheet. This update simplifies the current guidance requiring the deferred taxes for each jurisdiction to be presented as a net current asset or liability and netnoncurrent asset or liability. This update is effective for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years. The guidancemay be applied either prospectively or retrospectively, with earlier application permitted. We adopted the provisions of ASU 2015-17 on December 31, 2015,which was applied prospectively, and, therefore, all prior periods have not been retrospectively adjusted.In September 2015, the FASB issued ASU 2015-16 “Simplifying the Accounting for Measurement—Period Adjustments” (ASU 2015-16), which amendsASC 805 “Business Combinations.” This update requires that an acquirer in a business combination recognize adjustments to provisional amounts that areidentified during the measurement period in the reporting period in which the adjustments are determined. We adopted ASU 2015-16 on January 1, 2016. Thisupdate is applied prospectively to adjustments of provisional amounts that occur after the effective date with earlier application permitted. This update did not havea material effect on our consolidated financial statements.In July 2015, the FASB issued ASU 2015-11 “Simplifying the Measurement of Inventory,” which amends ASC 330 “Inventory.” This update requiresentities to measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, lessreasonable predictable costs of completion, disposal and transportation. This update simplifies the current guidance under which an entity must measure inventoryat the lower of cost or market. This update does not impact inventory measured using LIFO. This update is effective for fiscal years beginning after December 15,2016. We are currently evaluating the effect of this update on our consolidated financial statements.70In May 2015, the FASB issued ASU 2015-07 “Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)”(ASU 2015-07) which amends ASC 820 “Fair Value Measurement.” This update removes the requirement to categorize within the fair value hierarchy allinvestments for which fair value is measured using the net asset value per share practical expedient. The amendments removed the requirement to make certaindisclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient. This update is effective for fiscalyears beginning after December 15, 2015 and interim periods within those fiscal years and impacts the disclosure requirements surrounding certain assets held byour pension plans. The new guidance will be applied on a retrospective basis. We adopted ASU 2015-07 on January 1, 2016 which was applied retrospectively,and, therefore, all prior periods have been retrospectively adjusted.In April 2015, the FASB issued ASU 2015-03 “Simplifying the Presentation of Debt Issuance Costs” and, in August 2015, the FASB issued ASU 2015-15“Interest—Imputation of Interest,” which both amend ASC 835-30 “Interest—Imputation of Interest.” These updates require that debt issuance costs related to arecognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability while debt issuance costs related toline-of-credit arrangements will continue to be presented as an asset. We adopted ASU 2015-03 and ASU 2015-15 on January 1, 2016 which required retrospectiveapplication. As of December 31, 2015, debt issuance costs of $31.4 million were reclassified within our consolidated balance sheet from other assets to long-termdebt and $1.5 million were reclassified within our consolidated balance sheet from other assets to current installments of long-term debt.In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers” (ASU 2014-09), which amends ASC 605 “Revenue Recognition”and creates a new topic, ASC 606 “Revenue from Contracts with Customers” (ASC 606). Subsequent to the issuance of ASU 2014-09, ASC 606 was amended byvarious updates that amend and clarify the impact and implementation of the aforementioned standard. These updates provide guidance on how an entity shouldrecognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to beentitled in exchange for those goods or services. Upon initial application, the provisions of these updates are required to be applied retrospectively to each priorreporting period presented or retrospectively with the cumulative effect of initially applying this update recognized at the date of initial application. These updatesalso expand the disclosure requirements surrounding revenue recorded from contracts with customers. These updates are effective for fiscal years, and interimperiods within those years, beginning after December 15, 2017. We continue to evaluate the impact these updates will have on our consolidated financialstatements. Based on the analysis conducted to date, we believe the most significant impact the updates will have will be on our accounting policies and disclosureson revenue recognition. Preliminarily, we do not expect that these updates will materially impact our consolidated financial statements and we have not yetdetermined the method of application we will use.ACQUISITIONOn the Closing Date, Olin consummated the previously announced merger (the Merger), using a Reverse Morris Trust structure, of our wholly ownedsubsidiary, Blue Cube Acquisition Corp. (Merger Sub), with and into Blue Cube Spinco Inc. (Spinco), with Spinco as the surviving corporation and a whollyowned subsidiary of Olin, as contemplated by the Agreement and Plan of Merger (the Merger Agreement) dated March 26, 2015, among Olin, TDCC, Merger Suband Spinco (collectively, the Acquisition). Pursuant to the Merger Agreement and a Separation Agreement dated March 26, 2015 between TDCC and Spinco (theSeparation Agreement), prior to the Merger, (1) TDCC transferred the Acquired Business to Spinco and (2) TDCC distributed Spinco’s stock to TDCC’sshareholders by way of a split-off (the Distribution). Upon consummation of the transactions contemplated by the Merger Agreement and the SeparationAgreement (the Transactions), the shares of Spinco common stock then outstanding were automatically converted into the right to receive approximately 87.5million shares of Olin common stock, which were issued by Olin on the Closing Date, and represented approximately 53% of the then outstanding shares of Olincommon stock, together with cash in lieu of fractional shares. Olin’s pre-Merger shareholders continued to hold the remaining approximately 47% of the thenoutstanding shares of Olin common stock. On the Closing Date, Spinco became a wholly owned subsidiary of Olin.71The following table summarizes the aggregate purchase price for the Acquired Business and related transactions, after the final post-closing adjustments: October 5,2015 (In millions, except pershare data)Shares87.5Value of common stock on October 2, 201517.46Equity consideration by exchange of shares$1,527.4Cash and debt instruments received by TDCC2,095.0Payment for certain liabilities including the final working capital adjustment69.5Up-front payments under the ethylene agreements433.5Total cash, debt and equity consideration$4,125.4Long-term debt assumed569.0Pension liabilities assumed442.3Aggregate purchase price$5,136.7The value of the common stock was based on the closing stock price on the last trading day prior to the Closing Date. The aggregate purchase price wasadjusted for the final working capital adjustment and the final valuation for the pension liabilities assumed from TDCC which resulted in a payment of $69.5million for the year ended December 31, 2016.In connection with the Acquisition, TDCC retained liabilities relating to the Acquired Business for litigation, releases of hazardous materials and violationsof environmental law to the extent arising prior to the Closing Date.For the years ended December 31, 2016, 2015 and 2014, we incurred costs in connection with the Merger and related transactions, including $48.8 million ,$76.3 million and $4.2 million , respectively, of advisory, legal, accounting, integration and other professional fees. For the year ended December 31, 2015, we alsoincurred $30.5 million of financing-related fees and $47.1 million as a result of the change in control which created a mandatory acceleration of expenses underdeferred compensation plans as a result of the Transactions.For segment reporting purposes, the Acquired Business’s Global Epoxy operating results comprise the Epoxy segment and U.S. Chlor Alkali and Vinyl andGlobal Chlorinated Organics (Acquired Chlor Alkali Business) operating results combined with our former Chlor Alkali Products and Chemical Distributionsegments to comprise the Chlor Alkali Products and Vinyls segment. The Acquired Business’s results of operations have been included in our consolidated resultsfor the period subsequent to the Closing Date. Our results for the years ended December 31, 2016 and 2015 include Epoxy sales of $1,822.0 million and $429.6million , respectively, and segment income (loss) of $15.4 million and $(7.5) million , respectively. For the years ended December 31, 2016 and 2015, Chlor AlkaliProducts and Vinyls include sales of the Acquired Chlor Alkali Business of $1,715.7 million and $373.0 million , respectively, and segment income of $164.5million and $37.2 million , respectively.72The Transactions have been accounted for using the acquisition method of accounting which requires, among other things, that assets acquired and liabilitiesassumed be recognized at their fair values as of the acquisition date. We finalized our purchase price allocation during the third quarter of 2016. The followingtable summarizes the final allocation of the purchase price to the Acquired Business’s assets and liabilities on the Closing Date: Initial Valuation Measurement PeriodAdjustments Final Valuation ($ in millions)Total current assets$921.7 $(38.0) $883.7Property, plant and equipment3,090.8 (11.7) 3,079.1Deferred tax assets76.8 8.2 85.0Intangible assets582.3 30.3 612.6Other assets426.5 12.4 438.9Total assets acquired5,098.1 1.2 5,099.3Total current liabilities357.6 2.3 359.9Long-term debt517.9 — 517.9Accrued pension liability447.1 (4.8) 442.3Deferred tax liabilities1,054.9 (37.2) 1,017.7Other liabilities2.0 6.6 8.6Total liabilities assumed2,379.5 (33.1) 2,346.4Net identifiable assets acquired2,718.6 34.3 2,752.9Goodwill1,427.5 (55.0) 1,372.5 Fair value of net assets acquired$4,146.1 $(20.7) $4,125.4Measurement period adjustments to the initial valuation primarily consisted of the final working capital adjustment, the final valuation for the pensionliabilities assumed from TDCC, changes in the estimated fair value of acquired intangible assets and property, plant and equipment, and the finalization of deferredtax assets and liabilities. Included in total current assets are cash and cash equivalents of $25.4 million , inventories of $456.4 million and receivables of $401.6million with a contracted value of $403.8 million . Included in total current liabilities are current installments of long-term debt of $51.1 million . Based on final valuations, purchase price was allocated to intangible assets as follows: October 5, 2015 Weighted-AverageAmortization Period(Years) Gross Amount ($ in millions)Customers, customer contracts and relationships15 Years $520.5Acquired technology7 Years 85.1Trade name5 Years 7.0Total acquired intangible assets $612.6Based on final valuations, $1,372.5 million was assigned to goodwill, none of which is deductible for tax purposes. The primary reasons for the Acquisitionand the principal factors that contributed to the Acquired Business purchase price that resulted in the recognition of goodwill are due to the providing of increasedproduction capacity and diversification of Olin’s product portfolio, cost-saving opportunities and enhanced size and geographic presence. The cost-savingopportunities include improved operating efficiencies and asset optimization.Goodwill recorded in the Acquisition is not amortized but will be reviewed for impairment annually in the fourth quarter and/or when circumstances or otherevents indicate that impairment may have occurred.73Transaction financingPrior to the Distribution, TDCC received from Spinco distributions of cash and debt instruments of Spinco with an aggregate value of $2,095.0 million(collectively, the Cash and Debt Distribution). On the Closing Date, Spinco issued $720.0 million aggregate principal amount of 9.75% senior notes due October15, 2023 (2023 Notes) and $500.0 million aggregate principal amount of 10.0% senior notes due October 15, 2025 (2025 Notes and, together with the 2023 Notes,the Notes) to TDCC. TDCC transferred the Notes to certain unaffiliated securityholders in satisfaction of existing debt obligations of TDCC held or acquired bythose unaffiliated securityholders. On October 5, 2015, certain initial purchasers purchased the Notes from the unaffiliated securityholders. During 2016, the Noteswere registered under the Securities Act of 1933, as amended. Interest on the Notes began accruing from October 1, 2015 and are paid semi-annually beginning onApril 15, 2016. The Notes are not redeemable at any time prior to October 15, 2020. Neither Olin nor Spinco received any proceeds from the sale of the Notes.Upon the consummation of the Transactions, Olin became guarantor of the Notes.On June 23, 2015, Spinco entered into a new five-year delayed-draw term loan facility of up to $1,050.0 million . As of the Closing Date, Spinco drew$875.0 million to finance the cash portion of the Cash and Debt Distribution. Also on June 23, 2015, Olin and Spinco entered into a new five-year $1,850.0 millionsenior credit facility consisting of a $500.0 million senior revolving credit facility, which replaced Olin’s $265.0 million senior revolving credit facility at theclosing of the Merger, and a $1,350.0 million (subject to reduction by the aggregate amount of the term loans funded to Spinco under the Spinco term loan facility)delayed-draw term loan facility. As of the Closing Date, an additional $475.0 million was drawn by Olin under this term loan facility which was used to pay feesand expenses of the Transactions, obtain additional funds for general corporate purposes and refinance Olin’s existing senior term loan facility due in 2019.Subsequent to the Closing Date, these senior credit facilities were consolidated into a single $1,850.0 million senior credit facility, which includes a $1,350.0million term loan facility. This new senior credit facility will expire in 2020. The $500.0 million senior revolving credit facility includes a $100.0 million letter ofcredit subfacility. The term loan facility includes amortization payable in equal quarterly installments at a rate of 5.0% per annum for the first two years, increasingto 7.5% per annum for the following year and to 10.0% per annum for the last two years. Under the new senior credit facility, we may select various floating rateborrowing options. The actual interest rate paid on borrowings under the senior credit facility is based on a pricing grid which is dependent upon the leverage ratioas calculated under the terms of the facility for the prior fiscal quarter. The facility includes various customary restrictive covenants, including restrictions relatedto the ratio of debt to earnings before interest expense, taxes, depreciation and amortization (leverage ratio) and the ratio of earnings before interest expense, taxes,depreciation and amortization to interest expense (coverage ratio). Compliance with these covenants is determined quarterly based on the operating cash flows.On August 25, 2015, Olin entered into a Credit Agreement (the Credit Agreement) with a syndicate of lenders and Sumitomo Mitsui Banking Corporation(Sumitomo), as administrative agent, in connection with the Transactions. The Credit Agreement provides for a term credit facility (the Sumitomo Credit Facility)under which Olin obtained term loans in an aggregate amount of $600.0 million . On November 3, 2015, we entered into an amendment to the Sumitomo CreditFacility which increased the aggregate amount of term loans available by $200.0 million . On the Closing Date, $600.0 million of loans under the Credit Agreementwere made available and borrowed upon and on November 5, 2015, $200.0 million of loans under the Credit Agreement were made available and borrowed upon.The term loans under the Sumitomo Credit Facility will mature on October 5, 2018 and will have no scheduled amortization payments. The proceeds of theSumitomo Credit Facility were used to refinance existing Spinco indebtedness at the Closing Date, to pay fees and expenses in connection with the Transactionsand for general corporate purposes. The Credit Agreement contains customary representations, warranties and affirmative and negative covenants which aresubstantially similar to those included in the new $1,850.0 million senior credit facility.On March 26, 2015, we and certain financial institutions executed commitment letters pursuant to which the financial institutions agreed to provide $3,354.5million of financing to Spinco to finance the amount of the Cash and Debt Distribution and to provide financing, if needed, to Olin to refinance certain of ourexisting debt (the Bridge Financing), in each case on the terms and conditions set forth in the commitment letters. The Bridge Financing was not drawn on tofacilitate the Transactions, and the commitments for the Bridge Financing were terminated as of the Closing Date. For the year ended December 31, 2015, we paiddebt issuance costs of $30.0 million associated with the Bridge Financing, which were included in interest expense.Other acquisition-related transactionsIn connection with the Transactions, certain additional agreements have been entered into, including, among others, an Employee Matters Agreement, a TaxMatters Agreement, site, transitional and other services agreements, supply and purchase agreements, real estate agreements, technology licenses and intellectualproperty agreements.74In addition, Olin and TDCC have agreed to enter into arrangements for the long-term supply of ethylene by TDCC to Olin, pursuant to which, among otherthings, Olin has made upfront payments of $433.5 million upon the closing of the Merger in order to receive ethylene at producer economics and for certainreservation fees for the option to obtain additional future ethylene supply at producer economics. The fair value of the long-term supply contracts recorded as of theClosing Date was a long-term asset of $416.1 million which will be amortized over the life of the contracts as ethylene is received. During 2016, one of the optionsto obtain additional future ethylene supply at producer economics was exercised by us and, accordingly, additional payments will be made to TDCC of $209.4million in 2017, which will increase the carrying value of the long-term asset. On February 27, 2017, we exercised the remaining option to obtain additional futureethylene supply and in connection with the exercise we also secured a long-term customer arrangement. Consequently, additional payments will be made to TDCCof between $425.0 million and $465.0 million on or about the fourth quarter of 2020, which will increase the value of the long-term asset.In connection with the Transactions and effective October 1, 2015, we filed a Certificate of Amendment to our Articles of Incorporation to increase thenumber of authorized shares of Olin common stock from 120.0 million shares to 240.0 million shares.Pro forma financial informationThe following pro forma summary reflects consolidated results of operation as if the Acquisition had occurred on January 1, 2014 (unaudited). Years Ended December 31, 2015 2014 ($ in millions, exceptper share data)Sales$5,681.8 $6,948.2Net (loss) income(36.6) 0.8Net (loss) income per common share: Basic$(0.22) $—Diluted$(0.22) $—The pro forma financial information was prepared based on historical financial information and have been adjusted to give effect to pro forma adjustmentsthat are (i) directly attributable to the Transactions, (ii) factually supportable and (iii) expected to have a continuing impact on the combined results. The pro formastatements of income use estimates and assumptions based on information available at the time. Management believes the estimates and assumptions to bereasonable; however, actual results may differ significantly from this pro forma financial information. The pro forma results presented do not include anyanticipated synergies or other expected benefits that may be realized from the Transactions. The pro forma information is not intended to reflect the actual resultsthat would have occurred had the companies actually been combined during the periods presented. The pro forma results for the years ended December 31, 2015 and 2014 primarily include recurring adjustments for re-pricing of sales, raw materials andservices to/from TDCC relating to arrangements for long-term supply agreements for the sale of raw materials, including ethylene and benzene, and servicespursuant to the Separation Agreement, adjustments to eliminate historical sales between the Acquired Business and Olin, additional amortization expense related tothe fair value of acquired identifiable intangible assets, additional depreciation expense related to the fair value adjustment to property, plant and equipment,interest expense related to the incremental debt issued in conjunction with the Acquisition and an adjustment to tax-effect the aforementioned pro formaadjustments using an estimated aggregate statutory income tax rate of the jurisdictions to which the above adjustments relate.In addition to the above recurring adjustments, the pro forma results for the years ended December 31, 2015 and 2014 included non-recurring adjustments of$47.0 million and $4.2 million , respectively, relating to the elimination of transaction costs incurred that are directly related to the Transactions, and do not have acontinuing impact on our combined operating results. The pro forma results for the year ended December 31, 2015 also included non-recurring adjustments of$47.1 million relating to the impact of costs incurred as a result of the change in control which created a mandatory acceleration of expenses under deferredcompensation plans and $24.0 million related to additional costs of goods sold related to the increase of inventory to fair value at the acquisition date related to thepurchase accounting for inventory.75RESTRUCTURING CHARGESOn March 21, 2016, we announced that we had made the decision to close a combined total of 433,000 tons of chlor alkali capacity across three separatelocations. Associated with this action, we have permanently closed our Henderson, NV chlor alkali plant with 153,000 tons of capacity and have reconfigured thesite to manufacture bleach and distribute caustic soda and hydrochloric acid. Also, the capacity of our Niagara Falls, NY chlor alkali plant has been reduced from300,000 tons to 240,000 tons and the chlor alkali capacity at our Freeport, TX facility was reduced by 220,000 tons. This 220,000 ton reduction was entirely fromdiaphragm cell capacity. For the year ended December 31, 2016 , we recorded pretax restructuring charges of $111.3 million for the write-off of equipment andfacility costs, lease and other contract termination costs, employee severance and related benefit costs, employee relocation costs and facility exit costs related tothese actions. We expect to incur additional restructuring charges through 2020 of approximately $33 million related to these capacity reductions. This estimate ofadditional restructuring charges does not include any additional charges related to a contract termination that is currently in dispute. The other party to the contracthas filed a demand for arbitration alleging, among other things, that Olin breached the related agreement and claimed damages in excess of the amount Olinbelieves it is obligated for under the contract. Any additional losses related to this contract dispute are not currently estimable because of unresolved questions offact and law but, if resolved unfavorably to Olin, they could have a material effect on our financial results.On December 12, 2014 , we announced that we had made the decision to permanently close the portion of the Becancour, Canada chlor alkali facility thathas been shut down since late June 2014. This action reduced the facility’s chlor alkali capacity by 185,000 tons. Subsequent to the shut down, the plantpredominantly focuses on bleach and hydrochloric acid, which are value-added products, as well as caustic soda. In the fourth quarter of 2014, we recorded pretaxrestructuring charges of $10.0 million for the write-off of equipment and facility costs, employee severance and related benefit costs and lease and other contracttermination costs related to these actions. For the years ended December 31, 2016 and 2015, we recorded pretax restructuring charges of $0.8 million and $2.0million , respectively, for the write-off of equipment and facility costs, lease and other contract termination costs and facility exit costs. We expect to incuradditional restructuring charges through 2018 of approximately $7 million related to the shut down of this portion of the facility.On December 9, 2010 , our board of directors approved a plan to eliminate our use of mercury in the manufacture of chlor alkali products. Under the plan,the 260,000 tons of mercury cell capacity at our Charleston, TN facility was converted to 200,000 tons of membrane capacity capable of producing both potassiumhydroxide and caustic soda. The board of directors also approved plans to reconfigure our Augusta, GA facility to manufacture bleach and distribute caustic soda,while discontinuing chlor alkali manufacturing at this site. The completion of these projects eliminated our chlor alkali production using mercury cell technology.For the year ended December 31, 2014 , we recorded pretax restructuring charges of $3.8 million for employee severance and related benefit costs, employeerelocation costs, facility exit costs, write-off of equipment and facility costs and lease and other contract termination costs related to these actions.76On November 3, 2010 , we announced that we made the decision to relocate the Winchester centerfire pistol and rifle ammunition manufacturing operationsfrom East Alton, IL to Oxford, MS. Consistent with this decision in 2010, we initiated an estimated $110 million five-year project, which includes approximately$80 million of capital spending. The capital spending was partially financed by $31 million of grants provided by the State of Mississippi and local governments.During 2016, the final rifle ammunition production equipment relocation was completed. For the years ended December 31, 2016 , 2015 and 2014 , we recordedpretax restructuring charges of $0.8 million , $0.7 million and $1.9 million , respectively, for employee severance and related benefit costs, employee relocationcosts and facility exit costs related to these actions.The following table summarizes the 2016 , 2015 and 2014 activities by major component of these restructuring actions and the remaining balances ofaccrued restructuring costs as of December 31, 2016 : Employeeseverance andjob relatedbenefits Lease and othercontracttermination costs Employeerelocationcosts Facilityexit costs Write-off ofequipment andfacility Total ($ in millions)Balance January 1, 2014$10.2 $— $— $— $— $10.22014 restructuring charges4.5 4.5 0.5 2.9 3.3 15.7Amounts utilized(3.5) — (0.5) (2.9) (3.3) (10.2)Balance at December 31, 201411.2 4.5 — — — 15.72015 restructuring charges— 0.7 0.6 0.9 0.5 2.7Amounts utilized(6.0) (2.9) (0.6) (0.9) (0.5) (10.9)Currency translation adjustments(0.6) (0.2) — — — (0.8)Balance at December 31, 20154.6 2.1 — — — 6.72016 restructuring charges5.1 13.6 2.1 15.5 76.6 112.9Amounts utilized(6.3) (8.2) (2.1) (13.7) (76.6) (106.9)Balance at December 31, 2016$3.4 $7.5 $— $1.8 $— $12.7The following table summarizes the cumulative restructuring charges of these 2016, 2014 and 2010 restructuring actions by major component throughDecember 31, 2016 : Chlor Alkali Products and Vinyls Winchester Total Becancour CapacityReductions Mercury ($ in millions)Write-off of equipment and facility $3.5 $76.6 $17.8 $— $97.9Employee severance and job related benefits 2.7 5.1 5.6 13.1 26.5Facility exit costs 1.3 14.7 15.6 2.3 33.9Pension and other postretirement benefits curtailment — — — 4.1 4.1Employee relocation costs — 1.4 0.9 6.0 8.3Lease and other contract termination costs 5.3 13.5 0.7 — 19.5Total cumulative restructuring charges $12.8 $111.3 $40.6 $25.5 $190.2As of December 31, 2016 , we have incurred cash expenditures of $67.6 million and non-cash charges of $109.1 million related to these restructuringactions. The remaining balance of $12.7 million is expected to be paid out through 2020.77DISCONTINUED OPERATIONSIn 2007 we sold our Metals business, which was a reportable segment, and accordingly it was reported as a discontinued operation. Metals produced anddistributed copper and copper alloy sheet, strip, foil, rod, welded tube, fabricated parts, and stainless steel and aluminum strip. In conjunction with the sale of theMetals business, we retained certain assets and liabilities.During 2014, we made a payment of $5.5 million to resolve certain indemnity obligations related to the sale. As a result of the favorable resolution, werecognized a pretax gain of $4.6 million included in income from discontinued operations. The tax provision from discontinued operations included expense of$2.2 million for changes in tax contingencies related to the Metals sale. Income from discontinued operations, net consisted of the following: Years Ended December 31, 2016 2015 2014 ($ in millions)Income from discontinued operations$— $— $4.6Tax provision— — 3.9Income from discontinued operations, net$— $— $0.7EARNINGS PER SHAREBasic and diluted (loss) income per share are computed by dividing net (loss) income by the weighted-average number of common sharesoutstanding. Diluted net income per share reflects the dilutive effect of stock-based compensation. Years ended December 31, 2016 2015 2014Computation of Income (loss) per Share(In millions, except per share data)Income (loss) from continuing operations, net$(3.9) $(1.4) $105.0Income from discontinued operations, net— — 0.7Net (loss) income$(3.9) $(1.4) $105.7Basic shares165.2 103.4 78.6Basic (loss) income per share: Income (loss) from continuing operations$(0.02) $(0.01) $1.33Income from discontinued operations, net— — 0.01Net (loss) income$(0.02) $(0.01) $1.34Diluted shares: Basic shares165.2 103.4 78.6Stock-based compensation— — 1.1Diluted shares165.2 103.4 79.7Diluted (loss) income per share: Income (loss) from continuing operations$(0.02) $(0.01) $1.32Income from discontinued operations, net— — 0.01Net (loss) income$(0.02) $(0.01) $1.33The computation of dilutive shares from stock-based compensation does not include 6.5 million , 5.2 million and 0.6 million shares in 2016 , 2015 and 2014, respectively, as their effect would have been anti-dilutive.ACCOUNTS RECEIVABLESOn December 20, 2016, we entered into a three year, $250.0 million Receivables Financing Agreement with PNC Bank, National Association, asadministrative agent (Receivables Financing Agreement). Under the Receivables Financing Agreement, our eligible trade receivables are used for collateralizedborrowings and are continued to be serviced by us. As of December 31, 2016, $282.3 million of our trade receivables have been pledged as collateral and we had$210.0 million drawn78under the agreement. In addition, the Receivables Financing Agreement incorporates the leverage and coverage covenants that are contained in the senior revolvingcredit facility.On June 29, 2016, we entered into a trade accounts receivable factoring arrangement which was amended on September 1, 2016 and, on December 22, 2016,we entered into a separate trade accounts receivable factoring arrangement (collectively the AR Facilities). Pursuant to the terms of the AR Facilities, certain of oursubsidiaries may sell their accounts receivable up to a maximum of $242.0 million . We will continue to service such accounts. These receivables qualify for salestreatment under ASC 860 “Transfers and Servicing” (ASC 860) and, accordingly, the proceeds are included in net cash provided by operating activities in theconsolidated statements of cash flows. The gross amount of receivables sold for the year ended December 31, 2016 totaled $533.6 million . The factoring discountpaid under the AR Facilities is recorded as interest expense on the consolidated statements of operations. The agreements are without recourse and therefore norecourse liability has been recorded as of December 31, 2016. As of December 31, 2016, $126.1 million of receivables qualifying for sale treatment wereoutstanding and will continue to be serviced by us.In conjunction with the Acquisition, we obtained receivables with a fair value of $401.6 million as of October 5, 2015. At December 31, 2016 and 2015 , ourconsolidated balance sheets included other receivables of $95.6 million and $94.8 million , respectively, which were classified as receivables, net.ALLOWANCE FOR DOUBTFUL ACCOUNTS RECEIVABLESAllowance for doubtful accounts receivable consisted of the following: December 31, 2016 2015 ($ in millions)Beginning balance$6.4 $3.0Provisions charged4.5 5.2Write-offs, net of recoveries(0.8) (1.8)Ending balance$10.1 $6.4INVENTORIES December 31, 2016 2015 ($ in millions)Supplies$58.1 $86.5Raw materials72.6 91.5Work in process110.7 105.8Finished goods435.1 445.3 676.5 729.1LIFO reserves(46.1) (43.9)Inventories, net$630.4 $685.2In conjunction with the Acquisition, we obtained inventories with a fair value of $456.4 million as of October 5, 2015. Inventories valued using the LIFOmethod comprised 54% and 49% of the total inventories at December 31, 2016 and 2015 , respectively. The replacement cost of our inventories would have beenapproximately $46.1 million and $43.9 million higher than that reported at December 31, 2016 and 2015 , respectively. During 2014 the reduction in LIFOinventory quantities resulted in LIFO inventory liquidation losses of $1.5 million .79OTHER ASSETSIncluded in other assets were the following: December 31, 2016 2015 ($ in millions)Investments in non-consolidated affiliates$26.7 $25.0Deferred debt issuance costs2.6 3.3Tax-related receivables17.5 1.5Interest rate swaps7.7 —Supply contracts566.7 406.5Other23.2 18.3Other assets$644.4 $454.6In connection with the Acquisition, Olin and TDCC have agreed to enter into arrangements for the long-term supply of ethylene by TDCC to Olin, pursuantto which, among other things, Olin has made upfront payments of $433.5 million upon the Closing Date in order to receive ethylene at producer economics and forcertain reservation fees for the option to obtain additional future ethylene supply at producer economics. The fair value of the long-term supply contracts recordedas of the Closing Date was a long-term asset of $416.1 million which will be amortized over the life of the contracts as ethylene is received. During 2016, one ofthe options to obtain additional future ethylene supply at producer economics was exercised by us and, accordingly, additional payments will be made to TDCC of$209.4 million in 2017, which will increase the value of the long-term asset. On February 27, 2017, we exercised the remaining option to obtain additional futureethylene supply and in connection with the exercise we also secured a long-term customer arrangement. Consequently, additional payments will be made to TDCCof between $425.0 million and $465.0 million on or about the fourth quarter of 2020, which will increase the value of the long-term asset.During 2016, Olin entered into arrangements to increase our supply of low cost electricity. In conjunction with these arrangements, Olin made payments of$175.7 million in 2016. The payments made under these arrangements will be amortized over the life of the contracts as electrical power is received.The weighted-average useful life of long-term supply contracts at December 31, 2016 was 21 years. For the years ended December 31, 2016 and 2015,amortization expense of $21.5 million and $4.3 million , respectively, was recognized within cost of goods sold related to these supply contracts and is reflected indepreciation and amortization on the consolidated statements of cash flows. We estimate that amortization expense will be approximately $25.0 million in 2017,2018, 2019, 2020 and 2021 related to these long-term supply contracts. The long-term supply contracts are monitored for impairment each reporting period.PROPERTY, PLANT AND EQUIPMENT December 31, Useful Lives 2016 2015 ($ in millions)Land and improvements to land10-20 Years $281.2 $280.4Buildings and building equipment10-30 Years 375.0 380.4Machinery and equipment3-15 Years 4,765.9 4,665.8Leasehold improvements 3.4 2.7Construction in progress 171.0 123.5Property, plant and equipment 5,596.5 5,452.8Accumulated depreciation (1,891.6) (1,499.4)Property, plant and equipment, net $3,704.9 $3,953.4In conjunction with the Acquisition, we obtained property, plant and equipment with a fair value of $3,079.1 million as of October 5, 2015.80The weighted-average useful life of machinery and equipment at December 31, 2016 was 12 years. Depreciation expense was $435.7 million , $198.1million and $124.5 million for 2016 , 2015 and 2014 , respectively. Interest capitalized was $1.9 million , $1.1 million and $0.2 million for 2016 , 2015 and 2014 ,respectively. Maintenance and repairs charged to operations amounted to $236.4 million , $158.5 million and $125.0 million in 2016 , 2015 and 2014 ,respectively.The consolidated statements of cash flows for the years ended December 31, 2016 , 2015 and 2014 , included decreases of $29.9 million , $7.4 million and$0.5 million , respectively, to capital expenditures, with the corresponding change to accounts payable and accrued liabilities, related to purchases of property,plant and equipment included in accounts payable at December 31, 2016 , 2015 and 2014 .During 2016, we entered into sale/leaseback transactions for railcars that we acquired in connection with the Acquisition. We received proceeds from thesales of $40.4 million for the year ended December 31, 2016.During 2015, assets of $1.4 million were acquired under capital leases and are included in machinery and equipment as of December 31, 2015.INVESTMENTS—AFFILIATED COMPANIESDuring 2013, we sold our equity interest in a bleach joint venture which resulted in a gain of $6.5 million . During both 2016 and 2015, we received $8.8million as a result of the sale. As of December 31, 2016, all amounts have been collected under the sale arrangement.On February 11, 2011, we acquired PolyOne’s 50% interest in SunBelt. With this acquisition, we agreed to a three-year earn out, which had no guaranteedminimum or maximum, based on the performance of SunBelt Chlor Alkali Partnership (SunBelt). For the year ended December 31, 2014, we paid the finalpayment of $26.7 million for the earn out related to the 2013 SunBelt performance. The earn out payment for 2014 included $14.8 million that was recognized aspart of the original purchase price. The $14.8 million is included as a financing activity in the statement of cash flows.We hold a 9.1% limited partnership interest in Bay Gas Storage Company, Ltd. (Bay Gas), an Alabama limited partnership, in which EnergySouth, Inc.(EnergySouth) is the general partner with interest of 90.9% . Bay Gas owns, leases and operates underground gas storage and related pipeline facilities, which areused to provide storage in the McIntosh, AL area and delivery of natural gas to EnergySouth customers.The following table summarizes our investment in our non-consolidated equity affiliate: December 31, 2016 2015 ($ in millions)Bay Gas$26.7 $25.0The following table summarizes our equity earnings of our non-consolidated affiliate: Years Ended December 31, 2016 2015 2014 ($ in millions)Bay Gas$1.7 $1.7 $1.7We did not receive any distributions from our non-consolidated affiliates in 2016 , 2015 and 2014 .81GOODWILL AND INTANGIBLE ASSETSChanges in the carrying value of goodwill were as follows: Chlor Alkali Products andVinyls Epoxy Total ($ in millions)Balance at January 1, 2015$747.1 $— $747.1Acquisition activity1,130.8 296.7 1,427.5Foreign currency translation adjustment(0.4) (0.1) (0.5)Balance at December 31, 20151,877.5 296.6 2,174.1Acquisition activity(45.3) (9.7) (55.0)Foreign currency translation adjustment(0.9) (0.2) (1.1)Balance at December 31, 2016$1,831.3 $286.7 $2,118.0The decrease in goodwill during 2016 was a result of measurement period adjustments from the preliminary valuation of the Acquisition and the effects offoreign currency translation adjustments. We finalized our purchase price allocation of the Acquisition during the third quarter of 2016. The increase in goodwillduring 2015 was a result of the Acquisition and was based upon the preliminary valuation partially offset by the effects of foreign currency translation adjustments.Intangible assets consisted of the following: December 31, 2016 2015 Useful Lives GrossAmount AccumulatedAmortization Net GrossAmount AccumulatedAmortization Net ($ in millions)Customers, customer contractsand relationships(10-15 years) $667.8 $(112.9) $554.9 $641.0 $(64.0) $577.0Trade name(5 years) 17.8 (12.7) 5.1 17.9 — 17.9Acquired technology(7 years) 84.2 (15.0) 69.2 84.7 (2.7) 82.0Other(4-10 years) 2.3 (1.9) 0.4 2.3 (1.7) 0.6Total intangible assets $772.1 $(142.5) $629.6 $745.9 $(68.4) $677.5In conjunction with the Acquisition, we obtained intangible assets with a fair value of $612.6 million as of October 5, 2015. In connection with theintegration of the Acquired Business, in the first quarter of 2016, the K.A. Steel Chemicals Inc. (KA Steel) trade name was changed from an indefinite lifeintangible asset to an intangible asset with a finite useful life of one year. Amortization expense of $10.9 million was recognized within cost of goods sold for theyear ended December 31, 2016 related to the change in useful life.Amortization expense relating to intangible assets was $73.8 million , $25.8 million and $14.6 million in 2016 , 2015 and 2014 , respectively. We estimatethat amortization expense will be approximately $62.8 million in 2017, 2018 and 2019, approximately $62.3 million in 2020 and approximately $61.4 million in2021. Intangible assets with finite lives are reviewed for impairment when circumstances or other events indicate that impairment may have occurred.82DEBTLong-Term Debt December 31, 2016 2015Notes payable:($ in millions)Variable-rate Senior Term Loan facility, due 2020 (2.77% and 2.17% at December 31, 2016 and 2015, respectively)$1,282.5 $1,350.0Variable-rate Sumitomo credit facility, due 2018 (2.27% and 1.77% at December 31, 2016 and 2015, respectively)590.0 800.0Variable-rate Recovery Zone bonds, due 2024-2035 (2.47% and 1.40% at December 31, 2016 and 2015,respectively)103.0 103.0Variable-rate Go Zone bonds, due 2024 (2.47% and 1.40% at December 31, 2016 and 2015, respectively)50.0 50.0Variable-rate Industrial development and environmental improvement obligations, due 2025 (0.25% and 0.27% atDecember 31, 2016 and 2015, respectively)2.9 2.99.75%, due 2023720.0 720.010.00%, due 2025500.0 500.05.50%, due 2022200.0 200.06.75%, due 2016— 125.07.23%, SunBelt Notes due 2013-201712.2 24.4Receivables financing agreement210.0 —Capital lease obligations3.9 4.6Total notes payable3,674.5 3,879.9Deferred debt issuance costs and unamortized fair value premium(28.5) (32.7)Interest rate swaps(28.4) 1.6Total debt3,617.6 3,848.8Amounts due within one year80.5 205.0Total long-term debt$3,537.1 $3,643.8On December 20, 2016, we entered into a three year, $250.0 million Receivables Financing Agreement. Under the Receivables Financing Agreement, oureligible trade receivables are used for collateralized borrowings and are continued to be serviced by us. As of December 31, 2016, $282.3 million of our tradereceivables have been pledged as collateral. During 2016 we drew $230.0 million under the agreement and subsequently repaid $20.0 million . As of December 31,2016, $210.0 million was drawn under the Receivables Financing Agreement. In addition, the Receivables Financing Agreement incorporates the leverage andcoverage covenants that are contained in the senior revolving credit facility. The net $210.0 million proceeds were used to repay a portion of the Sumitomo CreditFacility.On the Closing Date, Spinco issued $720.0 million aggregate principal 2023 Notes and $500.0 million aggregate principal 2025 Notes to TDCC. TDCCtransferred the Notes to certain unaffiliated securityholders in satisfaction of existing debt obligations of TDCC held or acquired by those unaffiliatedsecurityholders. On October 5, 2015, certain initial purchasers purchased the Notes from the unaffiliated securityholders. During 2016, the Notes were registeredunder the Securities Act of 1933, as amended. Interest on the Notes began accruing from October 1, 2015 and are paid semi-annually beginning on April 15, 2016.The Notes are not redeemable at any time prior to October 15, 2020. Neither Olin nor Spinco received any proceeds from the sale of the Notes. Upon theconsummation of the Transactions, Olin became guarantor of the Notes.On June 23, 2015, Spinco entered into a new five-year delayed-draw term loan facility of up to $1,050.0 million . As of the Closing Date, Spinco drew$875.0 million to finance the cash portion of the Cash and Debt Distribution. Also on June 23, 2015, Olin and Spinco entered into a new five-year $1,850.0 millionsenior credit facility consisting of a $500.0 million senior revolving credit facility, which replaced Olin’s $265.0 million senior revolving credit facility at theclosing of the Merger, and a $1,350.0 million delayed-draw term loan facility. As of the Closing Date, an additional $475.0 million was drawn by Olin under thisterm loan facility which was used to pay fees and expenses of the Transactions, obtain additional funds for general corporate purposes and refinance Olin’s existingsenior term loan facility due in 2019. Subsequent to the Closing Date, these83senior credit facilities were consolidated into a single senior credit facility. This new senior credit facility will expire in 2020. The $500.0 million senior revolvingcredit facility includes a $100.0 million letter of credit subfacility. At December 31, 2016 , we had $483.4 million available under our $500.0 million seniorrevolving credit facility because we had issued $16.6 million of letters of credit under the $100.0 million subfacility. The term loan facility includes amortizationpayable in equal quarterly installments at a rate of 5.0% per annum for the first two years, increasing to 7.5% per annum for the following year and to 10.0% perannum for the last two years. During 2016, we repaid $67.5 million under the required quarterly installments of this new senior credit facility.Under the new senior credit facility, we may select various floating rate borrowing options. The actual interest rate paid on borrowings under the seniorcredit facility is based on a pricing grid which is dependent upon the leverage ratio as calculated under the terms of the applicable facility for the prior fiscalquarter. The facility includes various customary restrictive covenants, including restrictions related to the ratio of debt to earnings before interest expense, taxes,depreciation and amortization (leverage ratio) and the ratio of earnings before interest expense, taxes, depreciation and amortization to interest expense (coverageratio). Compliance with these covenants is determined quarterly based on the operating cash flows. We were in compliance with all covenants and restrictionsunder all our outstanding credit agreements as of December 31, 2016 and 2015, and no event of default had occurred that would permit the lenders under ouroutstanding credit agreements to accelerate the debt if not cured. In the future, our ability to generate sufficient operating cash flows, among other factors, willdetermine the amounts available to be borrowed under these facilities. As of December 31, 2016, there were no covenants or other restrictions that limited ourability to borrow.On August 25, 2015, Olin entered into a Credit Agreement with a syndicate of lenders and Sumitomo Mitsui Banking Corporation, as administrative agent,in connection with the Transactions. Olin obtained term loans in an aggregate amount of $600.0 million under the Sumitomo Credit Facility. On November 3,2015, we entered into an amendment to the Sumitomo Credit Facility which increased the aggregate amount of term loans available by $200.0 million . On theClosing Date, $600.0 million of loans under the Credit Agreement were made available and borrowed upon and on November 5, 2015, $200.0 million of loansunder the Credit Agreement were made available and borrowed upon. The term loans under the Sumitomo Credit Facility will mature on October 5, 2018 and willhave no scheduled amortization payments. The proceeds of the Sumitomo Credit Facility were used to refinance existing Spinco indebtedness at the Closing Dateof $569.0 million , to pay fees and expenses in connection with the Transactions and for general corporate purposes. The Credit Agreement contains customaryrepresentations, warranties and affirmative and negative covenants which are substantially similar to those included in the new $1,850.0 million senior creditfacility. During 2016, $210.0 million was repaid under the Sumitomo Credit Facility using proceeds from the Receivables Financing Agreement.In June 2016, we repaid $125.0 million of 6.75% senior notes due 2016 (2016 Notes), which became due.In 2016, we paid debt issuance costs of $1.0 million for the registration of the Notes. In 2015, we paid debt issuance costs of $13.3 million relating to theNotes, the Sumitomo Credit Facility and the new $1,850.0 million senior credit facility.On March 26, 2015, we and certain financial institutions executed commitment letters pursuant to which the financial institutions agreed to provide $3,354.5million of Bridge Financing, in each case on the terms and conditions set forth in the commitment letters. The Bridge Financing was not drawn on to facilitate theAcquisition and the commitments for the Bridge Financing have been terminated as of the Closing Date. For the year ended December 31, 2015, we paid debtissuance costs of $30.0 million associated with the Bridge Financing, which are included in interest expense.In August 2014, we redeemed our $150.0 million 2019 Notes, which would have matured on August 15, 2019. We recognized interest expense of $9.5million for the call premium ( $6.7 million ), the write-off of unamortized deferred debt issuance costs ( $2.1 million ) and unamortized discount ( $0.7 million )related to this action during 2014. On June 24, 2014, we entered into a five-year $415.0 million senior credit facility consisting of a $265.0 million senior revolvingcredit facility, which replaced our previous $265.0 million senior revolving credit facility, and a $150.0 million delayed-draw term loan facility. In August 2014,we drew the entire $150.0 million of the term loan and used the proceeds to redeem our 2019 Notes. In 2015 and 2014, we repaid $2.8 million and $0.9 million ,respectively, under the required quarterly installments of the $150.0 million term loan facility and, on the Closing Date of the Acquisition, the remaining $146.3million was refinanced using the proceeds of the new senior credit facility. We recognized interest expense of $0.5 million for the write-off of unamortizeddeferred debt issuance costs related to this action.84Pursuant to a note purchase agreement dated December 22, 1997, SunBelt sold $97.5 million of Guaranteed Senior Secured Notes due 2017, Series O, and$97.5 million of Guaranteed Senior Secured Notes due 2017, Series G. We refer to these notes as the SunBelt Notes. The SunBelt Notes bear interest at a rate of7.23% per annum, payable semi-annually in arrears on each June 22 and December 22. Beginning on December 22, 2002 and each year through 2017, SunBelt isrequired to repay $12.2 million of the SunBelt Notes, of which $6.1 million is attributable to the Series O Notes and of which $6.1 million is attributable to theSeries G Notes. In December 2016 , 2015 and 2014 , $12.2 million was repaid on these SunBelt Notes.We have guaranteed the Series O Notes, and PolyOne, our former SunBelt partner, has guaranteed the Series G Notes, in both cases pursuant to customaryguaranty agreements. We have agreed to indemnify PolyOne for any payments or other costs under the guarantee in favor of the purchasers of the Series G Notes,to the extent any payments or other costs arise from a default or other breach under the SunBelt Notes. If SunBelt does not make timely payments on the SunBeltNotes, whether as a result of a failure to pay on a guarantee or otherwise, the holders of the SunBelt Notes may proceed against the assets of SunBelt forrepayment.During 2015, assets of $1.4 million were acquired under capital leases with terms between 6 years and 7 years.At December 31, 2016 , we had total letters of credit of $73.3 million outstanding, of which $16.6 million were issued under our $500.0 million seniorrevolving credit facility. The letters of credit are used to support certain long-term debt, certain workers compensation insurance policies, certain plant closure andpost-closure obligations and certain international pension funding requirements.Annual maturities of long-term debt, including capital lease obligations, are $80.3 million in 2017 , $691.9 million in 2018 , $345.7 million in 2019 , $980.3million in 2020 , $0.2 million in 2021 and a total of $1,576.1 million thereafter.In April 2016, we entered into three tranches of forward starting interest rate swaps whereby we agreed to pay fixed rates to the counterparties who, in turn,pay us floating rates on $1,100.0 million , $900.0 million , and $400.0 million of our underlying floating-rate debt obligations. Each tranche’s term length is fortwelve months beginning on December 31, 2016, December 31, 2017, and December 31, 2018, respectively. The counterparties to the agreements are SMBCCapital Markets, Inc., Wells Fargo Bank, N.A. (Wells Fargo), PNC Bank, National Association, and Toronto-Dominion Bank. These counterparties are largefinancial institutions. We have designated the swaps as cash flow hedges of the risk of changes in interest payments associated with our variable rate borrowings.Accordingly, the swap agreements have been recorded at their fair market value of $9.6 million and are included in other current assets and other assets on theaccompanying consolidated balance sheet, with the corresponding gain deferred as a component of other comprehensive loss. No gain or loss has been recorded inearnings as a result of ineffectiveness.In April 2016, we entered into interest rate swaps on $250.0 million of our underlying fixed-rate debt obligations, whereby we agreed to pay variable rates tothe counterparties who, in turn, pay us fixed rates. The counterparties to these agreements are Toronto-Dominion Bank and SMBC Capital Markets, Inc., both ofwhich are major financial institutions.In October 2016, we entered into interest rate swaps on an additional $250.0 million of our underlying fixed-rate debt obligations, whereby we agreed to payvariable rates to the counterparties who, in turn, pay us fixed rates. The counterparties to these agreements are PNC Bank, National Association and Wells Fargo,both of which are major financial institutions.We have designated the April 2016 and October 2016 interest rate swap agreements as fair value hedges of the risk of changes in the value of fixed rate debtdue to changes in interest rates for a portion of our fixed rate borrowings. Accordingly, the swap agreements have been recorded at their fair market value of $28.5million and are included in other long-term liabilities on the accompanying consolidated balance sheet, with a corresponding decrease in the carrying amount of therelated debt. For the year ended December 31, 2016, $2.6 million of income has been recorded to interest expense on the accompanying consolidated statement ofoperations related to these swap agreements. No gain or loss has been recorded in earnings as a result of ineffectiveness.In June 2012, we terminated $73.1 million of interest rate swaps with Wells Fargo that had been entered into on the SunBelt Notes in May 2011. The resultwas a gain of $2.2 million which will be recognized through 2017. As of December 31, 2016 , $0.1 million of this gain was included in current installments oflong-term debt.Our loss in the event of nonperformance by these counterparties could be significant to our financial position and results of operations. These interest rateswaps reduced interest expense by $3.7 million , $2.8 million and 2.9 million in 2016, 201585and 2014, respectively. The difference between interest paid and interest received is included as an adjustment to interest expense.PENSION PLANSWe sponsor domestic and foreign defined benefit pension plans for eligible employees and retirees. Most of our domestic employees participate in definedcontribution plans. However, a portion of our bargaining hourly employees continue to participate in our domestic defined benefit pension plans under a flat-benefit formula. Our funding policy for the defined benefit pension plans is consistent with the requirements of federal laws and regulations. Our foreignsubsidiaries maintain pension and other benefit plans, which are consistent with statutory practices. Our domestic defined benefit pension plan provides that if, within three years following a change of control of Olin, any corporate action is taken or filingmade in contemplation of, among other things, a plan termination or merger or other transfer of assets or liabilities of the plan, and such termination, merger ortransfer thereafter takes place, plan benefits would automatically be increased for affected participants (and retired participants) to absorb any plan surplus (subjectto applicable collective bargaining requirements).Effective as of the Closing Date, we changed the approach used to measure service and interest costs for our defined benefit pension plans. Prior to theClosing Date, we measured service and interest costs utilizing a single weighted-average discount rate derived from the yield curve used to measure the planobligations. Subsequent to the Closing Date, we elected to measure service and interest costs by applying the specific spot rates along the yield curve to the plans’estimated cash flows. We believe the new approach provides a more precise measurement of service and interest costs by aligning the timing of the plans’ liabilitycash flows to the corresponding spot rates on the yield curve. This change does not affect the measurement of our plan obligations. We have accounted for thischange as a change in accounting estimate and, accordingly, have accounted for it on a prospective basis.During the fourth quarter of 2014, the Society of Actuaries (SOA) issued the final report of its mortality tables and mortality improvement scales. Theupdated mortality data reflected increasing life expectancies in the U.S. During the third quarter of 2012, the “Moving Ahead for Progress in the 21st Century Act”(MAP-21) became law. The law changed the mechanism for determining interest rates to be used for calculating minimum defined benefit pension plan fundingrequirements. Interest rates are determined using an average of rates for a 25-year period, which can have the effect of increasing the annual discount rate, reducingthe defined benefit pension plan obligation, and potentially reducing or eliminating the minimum annual funding requirement. The law also increased premiumspaid to the PBGC. During the third quarter of 2014, the “Highway and Transportation Funding Act” (HATFA 2014) became law, which includes an extension ofMAP-21’s defined benefit plan funding stabilization relief.During 2016, we made a discretionary cash contribution to our domestic qualified defined benefit pension plan of $6.0 million. Based on our planassumptions and estimates, we will not be required to make any cash contributions to the domestic qualified defined benefit pension plan at least through 2017 .We have international qualified defined benefit pension plans to which we made cash contributions of $1.3 million and $0.9 million in 2016 and 2015 ,respectively, and we anticipate less than $5 million of cash contributions to international qualified defined benefit pension plans in 2017 .As of the Closing Date and as part of the Acquisition, our domestic qualified defined benefit pension plan assumed certain domestic qualified definedbenefit pension obligations and assets related to active employees and certain terminated, vested retirees of the Acquired Business with a net liability of $281.7million . In connection therewith, pension assets were transferred from TDCC’s domestic qualified defined benefit pension plans to our domestic qualified definedbenefit pension plan. Immediately prior to the Acquisition, the Acquired Business’s participant accounts assumed in the Acquisition were closed to newparticipants and were no longer accruing additional benefits.Also as of the Closing Date, we assumed certain accrued defined benefit pension liabilities relating to employees of TDCC in Germany, Switzerland andother international locations who transferred to Olin in connection with the Acquisition. The net liability assumed as of the Closing Date was $160.6 million .86Pension Obligations and Funded StatusChanges in the benefit obligation and plan assets were as follows: December 31, 2016 December 31, 2015 ($ in millions) ($ in millions)Change in Benefit ObligationU.S. Foreign Total U.S. Foreign TotalBenefit obligation at beginning of year$2,458.5 $227.4 $2,685.9 $2,116.5 $66.3 $2,182.8Service cost1.3 7.6 8.9 2.1 2.2 4.3Interest cost82.4 5.3 87.7 80.2 3.1 83.3Actuarial (gain) loss88.7 20.4 109.1 (45.8) 1.8 (44.0)Benefits paid(132.2) (3.4) (135.6) (205.6) (2.8) (208.4)Curtailments/settlements— — — 12.6 0.1 12.7Plan participant’s contributions— 0.9 0.9 — — —Plan amendments— (1.2) (1.2) — — —Business combination(32.5) — (32.5) 498.5 171.4 669.9Currency translation adjustments— (6.0) (6.0) — (14.7) (14.7)Benefit obligation at end of year$2,466.2 $251.0 $2,717.2 $2,458.5 $227.4 $2,685.9 December 31, 2016 December 31, 2015 ($ in millions) ($ in millions)Change in Plan AssetsU.S. Foreign Total U.S. Foreign TotalFair value of plans’ assets at beginning of year$1,974.0 $62.5 $2,036.5 $1,915.4 $63.3 $1,978.7Actual return on plans’ assets191.5 3.5 195.0 (25.4) 0.4 (25.0)Employer contributions6.4 2.0 8.4 77.6 1.0 78.6Benefits paid(132.2) (3.4) (135.6) (205.6) (2.8) (208.4)Business combination(27.7) — (27.7) 212.0 10.8 222.8Currency translation adjustments— 1.9 1.9 — (10.2) (10.2)Fair value of plans’ assets at end of year$2,012.0 $66.5 $2,078.5 $1,974.0 $62.5 $2,036.5 December 31, 2016 December 31, 2015 ($ in millions) ($ in millions)Funded StatusU.S. Foreign Total U.S. Foreign TotalQualified plans$(450.6) $(182.6) $(633.2) $(480.8) $(163.5) $(644.3)Non-qualified plans(3.6) (1.9) (5.5) (3.7) (1.4) (5.1)Total funded status$(454.2) $(184.5) $(638.7) $(484.5) $(164.9) $(649.4)Under ASC 715 we recorded a $40.7 million after-tax charge ( $66.1 million pretax) to shareholders’ equity as of December 31, 2016 for our pensionplans. This charge reflected a 30 -basis point decrease in the domestic pension plans’ discount rate, partially offset by favorable performance on plan assets during2016 . In 2015 , we recorded a $78.8 million after-tax charge ( $125.4 million pretax) to shareholders’ equity as of December 31, 2015 for our pension plans. Thischarge reflected unfavorable performance on plan assets during 2015 partially offset by a 50 -basis point decrease in the domestic pension plans’ discount rate. The $109.1 million actuarial loss for 2016 was primarily due to a 30 -basis point decrease in the domestic pension plans’ discount rate. The $44.0 millionactuarial gain for 2015 was primarily due to a 50 -basis point increase in the plans’ discount87rate. The $12.7 million curtailments/settlements for 2015 was primarily due to the change in control which created a mandatory acceleration of payments under thedomestic non-qualified pension plan as a result of the Acquisition.Amounts recognized in the consolidated balance sheets consisted of: December 31, 2016 December 31, 2015 ($ in millions) ($ in millions) U.S. Foreign Total U.S. Foreign TotalAccrued benefit in current liabilities$(0.4) $(0.2) $(0.6) $(0.4) $(0.1) $(0.5)Accrued benefit in noncurrent liabilities(453.8) (184.3) (638.1) (484.1) (164.8) (648.9)Accumulated other comprehensive loss743.1 43.5 786.6 714.2 26.6 740.8Net balance sheet impact$288.9 $(141.0) $147.9 $229.7 $(138.3) $91.4At December 31, 2016 and 2015 , the benefit obligation of non-qualified pension plans was $5.5 million and $5.1 million , respectively, and was included inthe above pension benefit obligation. There were no plan assets for these non-qualified pension plans. Benefit payments for the non-qualified pension plans areexpected to be as follows: 2017 — $0.6 million ; 2018 — $0.5 million ; 2019 — $0.6 million ; 2020 — $0.6 million ; and 2021 — $0.3 million . Benefitpayments for the qualified plans are projected to be as follows: 2017 — $135.5 million ; 2018 — $136.8 million ; 2019 — $136.9 million ; 2020 — $137.7million ; and 2021 — $136.5 million . December 31, 2016 2015 ($ in millions)Projected benefit obligation$2,717.2 $2,685.9Accumulated benefit obligation2,685.7 2,655.0Fair value of plan assets2,078.5 2,036.5 Years Ended December 31,2016 2015 2014Components of Net Periodic Benefit Costs (Income)($ in millions)Service cost$12.3 $7.8 $5.3Interest cost87.7 83.3 86.5Expected return on plans’ assets(157.8) (147.4) (139.5)Amortization of prior service cost— 1.6 2.2Recognized actuarial loss20.7 26.2 20.3Curtailments/settlements— 47.2 0.2Net periodic benefit costs (income)$(37.1) $18.7 $(25.0) Included in Other Comprehensive Loss (Pretax) Liability adjustment$66.1 $125.4 $138.9Amortization of prior service costs and actuarial losses(20.7) (62.4) (22.7)The $47.2 million curtailments/settlements for 2015 were due to a settlement of $47.1 million of costs incurred as a result of the change in control whichcreated a mandatory acceleration of payments under the domestic non-qualified pension plan as a result of the Acquisition. These charges were included inacquisition-related costs. Also, for the years ended December 31, 2015 and 2014, we recorded a curtailment charge of $0.1 million and $0.2 million , respectively,associated with permanently closing a portion of the Becancour, Canada chlor alkali facility that has been shut down since late June 2014. These charges wereincluded in restructuring charges.88The defined benefit pension plans’ actuarial loss that will be recognized from accumulated other comprehensive loss into net periodic benefit income in2017 will be approximately $27 million .The service cost and the amortization of prior service cost components of pension expense related to the employees of the operating segments are allocatedto the operating segments based on their respective estimated census data.Pension Plan AssumptionsCertain actuarial assumptions, such as discount rate and long-term rate of return on plan assets, have a significant effect on the amounts reported for netperiodic benefit cost and accrued benefit obligation amounts. We use a measurement date of December 31 for our pension plans. U.S. Pension Benefits Foreign Pension BenefitsWeighted-Average Assumptions2016 2015 2014 2016 2015 2014Discount rate—periodic benefit cost4.4%(1) 3.9% 4.5% 2.7% 2.8% 4.8%Expected return on assets7.75% 7.75% 7.75% 6.0% 6.0% 7.50%Rate of compensation increase3.0% 3.0% 3.0% 3.0% 3.0% 3.5%Discount rate—benefit obligation4.1% 4.4% 3.9% 2.3% 2.7% 3.9%(1) The discount rate—periodic benefit cost for our domestic qualified pension plan is comprised of the discount rate used to determine interest costs of3.5% and the discount rate used to determine service costs of 4.6% .The discount rate is based on a hypothetical yield curve represented by a series of annualized individual zero-coupon bond spot rates for maturities rangingfrom one-half to thirty years. The bonds used in the yield curve must have a rating of AA or better per Standard & Poor’s, be non-callable, and have at least $250million par outstanding. The yield curve is then applied to the projected benefit payments from the plan. Based on these bonds and the projected benefit paymentstreams, the single rate that produces the same yield as the matching bond portfolio is used as the discount rate.The long-term expected rate of return on plan assets represents an estimate of the long-term rate of returns on the investment portfolio consisting of equities,fixed income and alternative investments. We use long-term historical actual return information, the allocation mix of investments that comprise plan assets, andforecast estimates of long-term investment returns, including inflation rates, by reference to external sources. The historic rates of return on plan assets have been7.0% for the last 5 years, 9.1% for the last 10 years and 9.0% for the last 15 years. The following rates of return by asset class were considered in setting the long-term rate of return assumption:U.S. equities9% to 13%Non-U.S. equities10% to 14%Fixed income/cash5% to 9%Alternative investments5% to 15%Absolute return strategies8% to 12%89Plan AssetsOur pension plan asset allocation at December 31, 2016 and 2015 by asset class was as follows: Percentage of Plan AssetsAsset Class2016 2015U.S. equities19% 4%Non-U.S. equities15% 6%Fixed income/cash35% 47%Acquisition plan receivable—% 10%Alternative investments20% 19%Absolute return strategies11% 14%Total100% 100%The Alternative Investments asset class includes hedge funds, real estate and private equity investments. The Alternative Investments class is intended tohelp diversify risk and increase returns by utilizing a broader group of assets.Absolute Return Strategies further diversify the plan’s assets through the use of asset allocations that seek to provide a targeted rate of return overinflation. The investment managers allocate funds within asset classes that they consider to be undervalued in an effort to preserve gains in overvalued assetclasses and to find opportunities in undervalued asset classes.A master trust was established by our pension plan to accumulate funds required to meet benefit payments of our plan and is administered solely in theinterest of our plan’s participants and their beneficiaries. The master trust’s investment horizon is long term. Its assets are managed by professional investmentmanagers or invested in professionally managed investment vehicles.Our pension plan maintains a portfolio of assets designed to achieve an appropriate risk adjusted return. The portfolio of assets is also structured to managerisk by diversifying assets across asset classes whose return patterns are not highly correlated, investing in passively and actively managed strategies and in valueand growth styles, and by periodic rebalancing of asset classes, strategies and investment styles to objectively set targets.As of December 31, 2016 , the following target allocation and ranges have been set for each asset class:Asset ClassTarget Allocation Target RangeU.S. equities27% 19-35Non-U.S. equities18% 4-35Fixed income/cash29% 20-80Alternative investments6% 0-32Absolute return strategies20% 10-3090Determining which hierarchical level an asset or liability falls within requires significant judgment. The following table summarizes our domestic andforeign defined benefit pension plan assets measured at fair value as of December 31, 2016 :Asset ClassInvestmentsMeasured at NAV (1) Quoted Prices In Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total ($ in millions)Equity securities U.S. equities$241.4 $143.2 $— $— $384.6Non-U.S. equities248.6 38.6 29.9 — 317.1Fixed income/cash Cash— 259.6 — — 259.6Government treasuries18.2 — 169.4 — 187.6Corporate debt instruments51.8 0.2 129.6 — 181.6Asset-backed securities61.4 — 36.4 — 97.8Alternative investments Hedge fund of funds380.6 — — — 380.6Real estate funds22.5 — — — 22.5Private equity funds16.4 — — — 16.4Absolute return strategies230.7 — — — 230.7Total assets$1,271.6 $441.6 $365.3 $— $2,078.5The following table summarizes our domestic and foreign defined benefit pension plan assets measured at fair value as of December 31, 2015 :Asset ClassInvestmentsMeasured at NAV (1) Quoted PricesIn ActiveMarkets forIdentical Assets(Level 1) SignificantOtherObservableInputs(Level 2) SignificantUnobservableInputs(Level 3) Total ($ in millions)Equity securities U.S. equities$43.2 $36.4 $— $— $79.6Non-U.S. equities118.2 0.8 3.7 — 122.7Acquisition plan receivable— — — 212.0 212.0Fixed income/cash Cash— 60.1 — — 60.1Government treasuries41.7 — 385.9 — 427.6Corporate debt instruments52.8 0.3 261.1 — 314.2Asset-backed securities118.6 — 37.0 — 155.6Alternative investments Hedge fund of funds335.6 — — — 335.6Real estate funds27.4 — — — 27.4Private equity funds18.4 — — — 18.4Absolute return strategies283.3 — — — 283.3Total assets$1,039.2 $97.6 $687.7 $212.0 $2,036.5(1)Investments measured at net asset value (NAV) as a practical expedient reflect the adoption of ASU 2015-07, which was applied retrospectively, and,therefore, all prior periods have been retrospectively adjusted.91U.S. equities —This class included actively and passively managed equity investments in common stock and commingled funds comprised primarily oflarge-capitalization stocks with value, core and growth strategies.Non-U.S. equities —This class included actively managed equity investments in commingled funds comprised primarily of international large-capitalizationstocks from both developed and emerging markets.Acquisition plan receivable —This class included pension assets which will be transferred from TDCC’s U.S. qualified defined benefit pension plan trusteeto our qualified defined benefit pension plan trustee in the form of cash related to the Acquisition. As of December 31, 2015, this amount was subject to certainpost-closing adjustments. During 2016, assets of $184.3 million were transferred from TDCC’s U.S. qualified defined benefit pension plan trustee to our qualifieddefined benefit pension plan trustee, resulting in the settlement of the acquisition plan receivable.Fixed income and cash— This class included commingled funds comprised of debt instruments issued by the U.S. and Canadian Treasuries, U.S. Agencies,corporate debt instruments, asset- and mortgage-backed securities and cash.Hedge fund of funds— This class included a hedge fund which invests in the following types of hedge funds:Event driven hedge funds— This class included hedge funds that invest in securities to capture excess returns that are driven by market or specificcompany events including activist investment philosophies and the arbitrage of equity and private and public debt securities.Market neutral hedge funds —This class included investments in U.S. and international equities and fixed income securities while maintaining amarket neutral position in those markets.Other hedge funds —This class primarily included long-short equity strategies and a global macro fund which invested in fixed income, equity,currency, commodity and related derivative markets.Real estate funds —This class included several funds that invest primarily in U.S. commercial real estate.Private equity funds —This class included several private equity funds that invest primarily in infrastructure and U.S. power generation and transmissionassets.Absolute return strategies —This class included multiple strategies which use asset allocations that seek to provide a targeted rate of return overinflation. The investment managers allocate funds within asset classes that they consider to be undervalued in an effort to preserve gains in overvalued assetclasses and to find opportunities in undervalued asset classes. U.S. equities and non-U.S. equities are primarily valued at the net asset value provided by the independent administrator or custodian of the commingledfund. The net asset value is based on the value of the underlying equities, which are traded on an active market. U.S. equities are also valued at the closing pricereported in an active market on which the individual securities are traded. A portion of our fixed income investments are valued at the net asset value provided bythe independent administrator or custodian of the fund. The net asset value is based on the underlying assets, which are valued using inputs such as the closingprice reported, if traded on an active market, values derived from comparable securities of issuers with similar credit ratings, or under a discounted cash flowapproach that utilizes observable inputs, such as current yields of similar instruments, but includes adjustments for risks that may not be observable such as certaincredit and liquidity risks. Alternative investments are valued at the net asset value as determined by the independent administrator or custodian of the fund. Thenet asset value is based on the underlying investments, which are valued using inputs such as quoted market prices of identical instruments, discounted future cashflows, independent appraisals and market-based comparable data. Absolute return strategies are commingled funds which reflect the fair value of our ownershipinterest in these funds. The investments in these commingled funds include some or all of the above asset classes and are primarily valued at net asset values basedon the underlying investments, which are valued consistent with the methodologies described above for each asset class.92The following table summarizes the activity for our defined benefit pension plans level 3 assets for the year ended December 31, 2016 : December 31, 2015 Realized Gain/(Loss) UnrealizedGain/(Loss)Relating to AssetsHeld at PeriodEnd Purchases,Sales,Settlements, andOther Transfers In/(Out) December 31, 2016 ($ in millions)Acquisition plan receivable$212.0 $— $— $(212.0) $— $—The following table summarizes the activity for our defined benefit pension plans level 3 assets for the year ended December 31, 2015 : December 31, 2014 RealizedGain/(Loss) UnrealizedGain/(Loss)Relating to AssetsHeld at PeriodEnd Purchases,Sales,Settlements, andOther TransfersIn/(Out) December 31, 2015 ($ in millions)Acquisition plan receivable$— $— $— $212.0 $— $212.0POSTRETIREMENT BENEFITSWe provide certain postretirement healthcare (medical) and life insurance benefits for eligible active and retired domestic employees. The healthcare plansare contributory with participants’ contributions adjusted annually based on medical rates of inflation and plan experience. We use a measurement date ofDecember 31 for our postretirement plans.Effective as of December 31, 2015, we changed the approach used to measure service and interest costs for our other postretirement benefits. For the yearended December 31, 2015, we measured service and interest costs utilizing a single weighted-average discount rate derived from the yield curve used to measurethe plan obligations. Beginning in 2016 for our other postretirement benefits, we elected to measure service and interest costs by applying the specific spot ratesalong the yield curve to the plans’ estimated cash flows. We believe the new approach provides a more precise measurement of service and interest costs byaligning the timing of the plans’ liability cash flows to the corresponding spot rates on the yield curve. This change does not affect the measurement of our planobligations. We have accounted for this change as a change in accounting estimate and, accordingly, have accounted for it on a prospective basis.93Other Postretirement Benefits Obligations and Funded StatusChanges in the benefit obligation were as follows: December 31, 2016 December 31, 2015 ($ in millions) ($ in millions)Change in Benefit ObligationU.S. Foreign Total U.S. Foreign TotalBenefit obligation at beginning of year$53.9 $8.1 $62.0 $58.5 $8.7 $67.2Service cost0.8 0.4 1.2 1.1 0.1 1.2Interest cost1.2 0.4 1.6 2.0 0.3 2.3Actuarial loss (gain)(5.1) — (5.1) (0.7) 0.7 —Benefits paid(7.2) (0.4) (7.6) (7.0) (0.3) (7.3)Currency translation adjustments— 0.1 0.1 — (1.5) (1.5)Curtailment— — — — 0.1 0.1Benefit obligation at end of year$43.6 $8.6 $52.2 $53.9 $8.1 $62.0 December 31, 2016 December 31, 2015 ($ in millions) ($ in millions) U.S. Foreign Total U.S. Foreign TotalFunded status$(43.6) $(8.6) $(52.2) $(53.9) $(8.1) $(62.0)Under ASC 715 we recorded a $3.2 million after-tax benefit ( $5.1 million pretax) to shareholders’ equity as of December 31, 2016 for our otherpostretirement plans. In 2015 , we recorded an after-tax benefit of less than $0.1 million ( $0.1 million pretax) to shareholders’ equity as of December 31, 2015 forour other postretirement plans.Amounts recognized in the consolidated balance sheets consisted of: December 31, 2016 December 31, 2015 ($ in millions) ($ in millions) U.S. Foreign Total U.S. Foreign TotalAccrued benefit in current liabilities$(4.8) $(0.3) $(5.1) $(5.3) $(0.3) $(5.6)Accrued benefit in noncurrent liabilities(38.8) (8.3) (47.1) (48.6) (7.8) (56.4)Accumulated other comprehensive loss24.8 0.3 25.1 29.7 0.2 29.9Net balance sheet impact$(18.8) $(8.3) $(27.1) $(24.2) $(7.9) $(32.1) Years Ended December 31,2016 2015 2014Components of Net Periodic Benefit Cost($ in millions)Service cost$1.2 $1.2 $1.1Interest cost1.6 2.3 2.7Amortization of prior service cost(2.6) — (0.1)Recognized actuarial loss2.3 3.1 2.9Curtailment— 0.1 —Net periodic benefit cost$2.5 $6.7 $6.6 Included in Other Comprehensive Loss (Pretax) Liability adjustment$(5.1) $(0.1) $3.1Amortization of prior service costs and actuarial losses0.3 (3.2) (2.8)94For the year ended December 31, 2015, we recorded a curtailment charge of $0.1 million associated with permanently closing a portion of the Becancour,Canada chlor alkali facility that has been shut down since late June 2014. This charge was included in restructuring charges.The other postretirement plans’ actuarial loss that will be recognized from accumulated other comprehensive loss into net periodic benefit cost in 2017 willbe approximately $3 million .The service cost and amortization of prior service cost components of postretirement benefit expense related to the employees of the operating segments areallocated to the operating segments based on their respective estimated census data.Other Postretirement Benefits Plan AssumptionsCertain actuarial assumptions, such as discount rate, have a significant effect on the amounts reported for net periodic benefit cost and accrued benefitobligation amounts. December 31,Weighted-Average Assumptions2016 2015 2014Discount rate—periodic benefit cost4.1% 3.7% 4.3%Discount rate—benefit obligation3.8% 4.1% 3.7%The discount rate is based on a hypothetical yield curve represented by a series of annualized individual zero-coupon bond spot rates for maturities rangingfrom one-half to thirty years. The bonds used in the yield curve must have a rating of AA or better per Standard & Poor’s, be non-callable, and have at least $250million par outstanding. The yield curve is then applied to the projected benefit payments from the plan. Based on these bonds and the projected benefit paymentstreams, the single rate that produces the same yield as the matching bond portfolio is used as the discount rate.We review external data and our own internal trends for healthcare costs to determine the healthcare cost for the post retirement benefit obligation. Theassumed healthcare cost trend rates for pre-65 retirees were as follows: December 31, 2016 2015Healthcare cost trend rate assumed for next year8.0% 8.5%Rate that the cost trend rate gradually declines to5.0% 5.0%Year that the rate reaches the ultimate rate2022 2022For post-65 retirees, we provide a fixed dollar benefit, which is not subject to escalation.Assumed healthcare cost trend rates have an effect on the amounts reported for the healthcare plans. A one-percentage-point change in assumed healthcarecost trend rates would have the following effects: One-Percentage Point Increase One-Percentage Point Decrease ($ in millions)Effect on total of service and interest costs$0.6 $(0.4)Effect on postretirement benefit obligation2.1 (1.8)We expect to make payments of approximately $5 million for each of the next five years under the provisions of our other postretirement benefit plans.95INCOME TAXES Years ended December 31, 2016 2015 2014Components of Income (Loss) from Continuing Operations Before Taxes($ in millions)Domestic$(23.3) $(66.9) $164.4Foreign(10.9) 73.6 (1.7)Income (loss) from continuing operations before taxes$(34.2) $6.7 $162.7Components of Income Tax (Benefit) Provision Current expense (benefit): Federal$(11.6) $(16.6) $25.9State0.9 1.2 1.3Foreign15.7 14.4 5.3 5.0 (1.0) 32.5Deferred (benefit) expense: Federal$(10.1) $8.9 $26.9State(5.1) (2.4) 3.0Foreign(20.1) 2.6 (4.7)(35.3) 9.1 25.2Income tax (benefit) provision$(30.3) $8.1 $57.7The following table accounts for the difference between the actual tax provision and the amounts obtained by applying the statutory U.S. federal income taxrate of 35% to the income (loss) from continuing operations before taxes. Years ended December 31,Effective Tax Rate Reconciliation (Percent)2016 2015 2014Statutory federal tax rate35.0 % 35.0 % 35.0 %State income taxes, net8.0 (38.2) 2.4Foreign rate differential(25.1) (129.8) 0.4U.S. tax on foreign earnings24.4 128.6 (0.6)Domestic manufacturing/export tax incentive— — (1.8)Salt depletion45.4 (38.8) (0.5)Non-deductible transaction costs— 133.1 —Change in valuation allowance(0.7) 27.9 1.1Remeasurement of deferred taxes9.4 7.6 0.4Change in tax contingencies(9.7) 5.0 (0.3)Dividends paid to CEOP2.8 (11.1) (0.5)Return to provision5.3 (4.2) (0.7)Research tax credit0.6 (3.1) —Other, net(6.8) 8.9 0.6Effective tax rate88.6 % 120.9 % 35.5 %The effective tax rate from continuing operations for 2016 included a benefit of $4.8 million associated with return to provision adjustments for thefinalization of our prior years’ U.S. federal and state income tax returns. The return to provision adjustment for 2016 included $14.9 million of benefit primarilyassociated with a change in estimate related to the calculation of salt depletion and $9.7 million of expense associated with the correction of an immaterial errorrelated to non-deductible acquisition costs. The effective tax rate from continuing operations for 2016 also included an expense of $4.1 million related to changesin uncertain tax positions for prior tax years and a benefit of $3.2 million related to the remeasurement of deferred taxes due to a decrease in our state effective taxrates. The effective tax rate from continuing operations for 2015 included $8.9 million of expense associated with certain transaction costs related to theAcquisition that are not deductible for U.S. tax purposes partially offset by $2.6 million of benefit associated with salt depletion deductions. The effective tax ratefrom continuing operations for 2014 included $1.2 million of benefit associated with return to provision adjustments for the96finalization of our 2013 U.S. federal and state income tax returns and $0.7 million of benefit associated with the expiration of the statutes of limitations in federaland state jurisdictions. These items were partially offset by $0.8 million of expense associated with increases in valuation allowances on certain state tax creditbalances, primarily due to a change in state tax law, and $0.6 million of expense related to the remeasurement of deferred taxes due to an increase in state effectivetax rates. December 31,Components of Deferred Tax Assets and Liabilities2016 2015 ($ in millions)Deferred tax assets: Pension and postretirement benefits$226.1 $235.2Environmental reserves54.5 55.3Asset retirement obligations22.0 21.0Accrued liabilities53.0 53.7Tax credits13.2 23.3Net operating losses105.3 40.1Capital loss carryforward2.8 4.7Other miscellaneous items— 18.5Total deferred tax assets476.9 451.8Valuation allowance(29.0) (29.3)Net deferred tax assets447.9 422.5Deferred tax liabilities: Property, plant and equipment875.5 875.6Intangible amortization137.3 138.4Inventory and prepaids13.6 11.6Partnerships106.3 101.4Taxes on unremitted earnings223.6 294.8Other miscellaneous items4.6 —Total deferred tax liabilities1,360.9 1,421.8Net deferred tax liability$(913.0) $(999.3)Realization of the net deferred tax assets, irrespective of indefinite-lived deferred tax liabilities, is dependent on future reversals of existing taxabletemporary differences and adequate future taxable income, exclusive of reversing temporary differences and carryforwards. Although realization is not assured, webelieve that it is more likely than not that the net deferred tax assets will be realized.At December 31, 2016 , we had a U.S. net operating loss carryforward (NOL) of approximately $198.0 million (representing $69.3 million of deferred taxassets) that will expire in years 2017 through 2036, if not utilized. The utilization of $2.5 million of the deferred tax assets are limited under Section 382 of theU.S. Internal Revenue Code to $1.0 million in 2017 and $0.5 million in 2018 through 2020. At December 31, 2016 , we had deferred state tax benefits of $13.2 million relating to state NOLs, which are available to offset future state taxable incomethrough 2036.At December 31, 2016 , we had deferred state tax benefits of $12.9 million relating to state tax credits, which are available to offset future state tax liabilitiesthrough 2031.At December 31, 2016 , we had a capital loss carryforward of $7.3 million (representing $2.8 million of deferred tax assets) which are available to offsetfuture consolidated capital gains that will expire in years 2018 through 2021, if not utilized. At December 31, 2016 , we had a NOL of approximately $89.0 million (representing $22.8 million of deferred tax assets) in various foreign jurisdictions. Ofthese, $21.6 million (representing $5.4 million of deferred tax assets) expire in various years from 2020 to 2026. The remaining $67.4 million (representing $17.4million of deferred tax assets) do not expire.97The activity of our deferred income tax valuation allowance was as follows: December 31, 2016 2015 ($ in millions)Beginning balance$29.3 $16.6Charged to income tax provision8.4 1.8Acquisition activity(4.3) 12.3Deductions from reserves - credited to income tax provision(4.4) (1.4)Ending balance$29.0 $29.3As of December 31, 2016 , we had $38.4 million of gross unrecognized tax benefits, which would have a net $36.7 million impact on the effective tax ratefrom continuing operations, if recognized. As of December 31, 2015 , we had $35.1 million of gross unrecognized tax benefits, which would have a net $33.5million impact on the effective tax rate from continuing operations, if recognized. The change for 2016 primarily relates to additional gross unrecognized benefitsfor prior year tax positions, as well as the settlement of ongoing audits. The change for 2015 primarily relates to additional gross unrecognized benefits for prioryear tax positions, as well as the settlement of ongoing audits. The amounts of unrecognized tax benefits were as follows: December 31, 2016 2015 ($ in millions)Beginning balance$35.1 $36.1Increase for current year tax positions1.7 —Increase for prior year tax positions5.8 0.2Reductions due to statute of limitations(0.3) —Decrease for prior year tax positions(1.8) —Decrease due to tax settlements(2.1) (1.2)Ending balance$38.4 $35.1Income from discontinued operations, net for the year ended December 31, 2014 included $2.2 million of tax expense related to changes in taxcontingencies.We recognize interest and penalty expense related to unrecognized tax positions as a component of the income tax provision. As of December 31, 2016 and2015 , interest and penalties accrued were $3.0 million and $3.4 million , respectively. For 2016 , 2015 and 2014 , we recorded (benefit) expense related to interestand penalties of $(0.4) million , $0.2 million and $0.4 million , respectively.As of December 31, 2016 , we believe it is reasonably possible that our total amount of unrecognized tax benefits will decrease by approximately $12.3million over the next twelve months. The anticipated reduction primarily relates to settlements with tax authorities and the expiration of federal, state and foreignstatutes of limitation.98We operate globally and file income tax returns in numerous jurisdictions. Our tax returns are subject to examination by various federal, state and local taxauthorities. Our U.S. federal income tax returns are under examination by the Internal Revenue Service (IRS) for tax years 2008 and 2010 to 2012. In connectionwith the Acquisition, TDCC retained liabilities relating to taxes to the extent arising prior to the Closing Date. We believe we have adequately provided for all taxpositions; however, amounts asserted by taxing authorities could be greater than our accrued position. For our primary tax jurisdictions, the tax years that remainsubject to examination are as follows: Tax YearsU.S. federal income tax2008; 2010 - 2015U.S. state income tax2006 - 2015Canadian federal income tax2012 - 2015Brazil2014 - 2015Germany2015China2014 - 2015The Netherlands2014 - 2015South Korea2014 - 2015ACCRUED LIABILITIESIncluded in accrued liabilities were the following: December 31, 2016 2015 ($ in millions)Acquisition-related accruals$— $90.2Accrued compensation and payroll taxes77.8 53.4Tax-related accruals40.9 29.5Accrued interest30.7 35.0Legal and professional costs21.2 32.0Accrued employee benefits21.2 24.4Environmental (current portion only)17.0 19.0Asset retirement obligation (current portion only)12.6 7.3Other42.4 37.3Accrued liabilities$263.8 $328.1CONTRIBUTING EMPLOYEE OWNERSHIP PLANThe Contributing Employee Ownership Plan (CEOP) is a defined contribution plan available to essentially all domestic employees. We provide acontribution to an individual retirement contribution account maintained with the CEOP equal to an amount of between 5% and 10% of the employee’s eligiblecompensation. The defined contribution plan expense was $28.2 million , $18.1 million and $16.1 million for 2016 , 2015 and 2014 , respectively. The increase indefined contribution plan expense was due to the additional employees added in conjunction with the Acquired Business.Company matching contributions are invested in the same investment allocation as the employee’s contribution. Our matching contributions for eligibleemployees amounted to $11.2 million , $6.9 million and $5.7 million in 2016 , 2015 and 2014 , respectively.Employees generally become vested in the value of the contributions we make to the CEOP according to a schedule based on service. After two years ofservice, participants are 25% vested. They vest in increments of 25% for each additional year and after five years of service, they are 100% vested in the value ofthe contributions that we have made to their accounts.99Employees may transfer any or all of the value of the investments, including Olin common stock, to any one or combination of investments available in theCEOP. Employees may transfer balances daily and may elect to transfer any percentage of the balance in the fund from which the transfer is made. However,when transferring out of a fund, employees are prohibited from trading out of the fund to which the transfer was made for seven calendar days. This limitationdoes not apply to trades into the money market fund or the Olin Common Stock Fund.STOCK-BASED COMPENSATIONStock-based compensation expense was allocated to the operating segments for the portion related to employees whose compensation would be included incost of goods sold with the remainder recognized in corporate/other. There were no significant capitalized stock-based compensation costs. Stock-basedcompensation granted includes stock options, performance stock awards, restricted stock awards and deferred directors’ compensation. Stock-based compensationexpense was as follows: Years ended December 31, 2016 2015 2014 ($ in millions)Stock-based compensation$11.2 $11.5 $9.2Mark-to-market adjustments3.0 (3.0) (3.6)Total expense$14.2 $8.5 $5.6Stock PlansUnder the stock option and long-term incentive plans, options may be granted to purchase shares of our common stock at an exercise price not less than fairmarket value at the date of grant, and are exercisable for a period not exceeding ten years from that date. Stock options, restricted stock and performance sharestypically vest over three years. We issue shares to settle stock options, restricted stock and share-based performance awards. In 2016 , 2015 and 2014 long-termincentive awards included stock options, performance share awards and restricted stock. The stock option exercise price was set at the fair market value ofcommon stock on the date of the grant, and the options have a ten -year term.Stock option transactions were as follows: Exercisable Shares Option Price Weighted-Average Option Price Options Weighted-Average Exercise PriceOutstanding at January 1, 20164,720,105 $14.28-27.65 $21.29 3,371,449 $19.28Granted1,670,400 13.14 13.14 Exercised(267,082) 14.28-23.28 16.48 Canceled(388,683) 13.14-25.57 19.77 Outstanding at December 31, 20165,734,740 $13.14-27.65 $19.25 3,407,300 $20.56At December 31, 2016 , the average exercise period for all outstanding and exercisable options was 75 months and 54 months, respectively. At December31, 2016 , the aggregate intrinsic value (the difference between the exercise price and market value) for outstanding options was $39.1 million and exercisableoptions was $18.4 million . The total intrinsic value of options exercised during the years ended December 31, 2016 , 2015 and 2014 was $2.1 million , $1.3million and $3.9 million , respectively.The total unrecognized compensation cost related to unvested stock options at December 31, 2016 was $4.1 million and was expected to be recognized overa weighted-average period of 1.3 years.100The following table provides certain information with respect to stock options exercisable at December 31, 2016 :Range of Exercise Prices Options Exercisable Weighted-AverageExercise Price Options Outstanding Weighted-AverageExercise PriceUnder $16.00 897,129 $15.06 2,518,379 $13.82$16.00 – $22.00 1,286,916 20.25 1,286,916 20.25Over $22.00 1,223,255 24.92 1,929,445 25.66 3,407,300 5,734,740 At December 31, 2016 , common shares reserved for issuance and available for grant or purchase under the following plans consisted of: Number of SharesStock Option PlansReserved forIssuance Available for Grant or Purchase(1)2000 long term incentive plan245,486 97,4442003 long term incentive plan365,005 235,3052006 long term incentive plan1,360,312 87,1162009 long term incentive plan2,660,662 122,7102014 long term incentive plan3,000,000 244,9752016 long term incentive plan6,000,000 6,000,000Total under stock option plans13,631,465 6,787,550 Number of SharesStock Purchase PlansReserved forIssuance Available for Grant or Purchase1997 stock plan for non-employee directors553,402 460,663Employee deferral plan45,627 45,623Total under stock purchase plans599,029 506,286(1)All available to be issued as stock options, but includes a sub-limit for all types of stock awards of 3,287,550 shares.Under the stock purchase plans, our non-employee directors may defer certain elements of their compensation into shares of our common stock based on fairmarket value of the shares at the time of deferral. Non-employee directors annually receive stock grants as a portion of their director compensation. Of the sharesreserved under the stock purchase plans at December 31, 2016 , 92,739 shares were committed.101Performance share awards are denominated in shares of our stock and are paid half in cash and half in stock. Payouts are based on Olin’s average annualreturn on capital over a three -year performance cycle in relation to the average annual return on capital over the same period among a portfolio of publiccompanies which are selected in concert with outside compensation consultants. The expense associated with performance shares is recorded based on ourestimate of our performance relative to the respective target. If an employee leaves the company before the end of the performance cycle, the performance sharesmay be prorated based on the number of months of the performance cycle worked and are settled in cash instead of half in cash and half in stock when the three-year performance cycle is completed. Performance share transactions were as follows: To Settle in Cash To Settle in Shares Shares Weighted-Average Fair Value perShare Shares Weighted-Average Fair Value perShareOutstanding at January 1, 2016311,528 $17.48 302,000 $25.59Granted339,619 15.28 340,925 15.39Paid/Issued(103,417) 17.48 (96,500) 23.28Converted from shares to cash2,474 13.14 (2,474) 13.14Canceled(7,376) 13.14 (7,376) 13.14Outstanding at December 31, 2016542,828 $25.84 536,575 $16.18Total vested at December 31, 2016241,299 $25.84 235,046 $18.62The summary of the status of our unvested performance shares to be settled in cash were as follows: Shares Weighted-Average Fair Value perShareUnvested at January 1, 2016110,000 $17.48Granted408,431 13.63Vested(209,526) 25.84Canceled(7,376) 13.14Unvested at December 31, 2016301,529 $25.84At December 31, 2016 , the liability recorded for performance shares to be settled in cash totaled $6.2 million . The total unrecognized compensation costrelated to unvested performance shares at December 31, 2016 was $12.1 million and was expected to be recognized over a weighted-average period of 1.1 years.SHAREHOLDERS’ EQUITYOn April 24, 2014, our board of directors authorized a new share repurchase program for up to 8 million shares of common stock that will terminate onApril 24, 2017 for any of the remaining shares not yet repurchased. For the years ended December 31, 2016 and 2015, no shares were purchased and retired. Werepurchased and retired 2.5 million shares in 2014 at a cost of $64.8 million . As of December 31, 2016 , we had repurchased a total of 1.9 million shares under theApril 2014 program, and 6.1 million shares remained authorized to be purchased. Under the Merger Agreement relating to the Acquisition, we were restricted fromrepurchasing shares of our common stock prior to the consummation of the Merger. For a period of two years subsequent to the Closing Date of the Merger, wewill continue to be subject to certain restrictions on our ability to conduct share repurchases.During 2016 , 2015 and 2014 , we issued 0.3 million , 0.1 million and 0.5 million shares, respectively, with a total value of $4.1 million , $3.1 million and$12.1 million , respectively, representing stock options exercised. We have registered an undetermined amount of securities with the SEC, so that, from time-to-time, we may issue debt securities, preferred stock and/orcommon stock and associated warrants in the public market under that registration statement.102The following table represents the activity included in accumulated other comprehensive loss: Foreign Currency Translation Adjustment (net of taxes) Unrealized Gains (Losses) on Derivative Contracts (net of taxes) Pension and Postretirement Benefits (net of taxes) Accumulated Other Comprehensive Loss ($ in millions)Balance at January 1, 2014$(0.5) $0.9 $(365.5) $(365.1)Unrealized losses(1.8) (10.2) (142.0) (154.0)Reclassification adjustments into income— 1.8 25.5 27.3Tax benefit— 3.3 45.4 48.7Net change(1.8) (5.1) (71.1) (78.0)Balance at December 31, 2014(2.3) (4.2) (436.6) (443.1)Unrealized losses(15.7) (13.9) (125.3) (154.9)Reclassification adjustments into income— 9.7 65.6 75.3Tax benefit5.9 1.5 22.8 30.2Net change(9.8) (2.7) (36.9) (49.4)Balance at December 31, 2015(12.1) (6.9) (473.5) (492.5)Unrealized (losses) gains(22.4) 26.3 (61.0) (57.1)Reclassification adjustments into income— 5.8 20.4 26.2Tax benefit (provision)10.4 (12.4) 15.4 13.4Net change(12.0) 19.7 (25.2) (17.5)Balance at December 31, 2016$(24.1) $12.8 $(498.7) $(510.0)Net (loss) income and cost of goods sold included reclassification adjustments for realized gains and losses on derivative contracts from accumulated othercomprehensive loss.Net (loss) income, cost of goods sold and selling and administration expenses included the amortization of prior service costs and actuarial losses fromaccumulated other comprehensive loss. This amortization is recognized equally in cost of goods sold and selling and administration expenses.SEGMENT INFORMATIONWe define segment results as income (loss) from continuing operations before interest expense, interest income, other operating income, other income(expense) and income taxes, and include the results of non-consolidated affiliates. Consistent with the guidance in ASC 280 “Segment Reporting” (ASC 280), wehave determined it is appropriate to include the operating results of non-consolidated affiliates in the relevant segment financial results. Beginning in the fourthquarter of 2015, we modified our reportable segments due to changes in our organization resulting from the Acquisition. We have three operating segments: ChlorAlkali Products and Vinyls, Epoxy and Winchester. For segment reporting purposes, the Acquired Business’s Global Epoxy operating results comprise the Epoxysegment and the Acquired Chlor Alkali Business operating results combined with our former Chlor Alkali Products and Chemical Distribution segments comprisethe Chlor Alkali Products and Vinyls segment. This reporting structure has been retrospectively applied to financial results for all periods presented. The threeoperating segments reflect the organization used by our management for purposes of allocating resources and assessing performance. Chlorine used in our Epoxysegment is transferred at cost from the Chlor Alkali Products and Vinyls segment. Sales and profits are recognized in the Chlor Alkali Products and Vinyls segmentfor all caustic soda generated and sold by Olin.103 Years ended December 31, 2016 2015 2014Sales:($ in millions)Chlor Alkali Products and Vinyls$2,999.3 $1,713.4 $1,502.8Epoxy1,822.0 429.6 —Winchester729.3 711.4 738.4Total sales$5,550.6 $2,854.4 $2,241.2Income (loss) from continuing operations before taxes: Chlor Alkali Products and Vinyls$224.9 $115.5 $130.1Epoxy15.4 (7.5) —Winchester120.9 115.6 127.3Corporate/Other(55.8) (40.6) (33.8)Restructuring charges(112.9) (2.7) (15.7)Acquisition-related costs(48.8) (123.4) (4.2)Other operating income10.6 45.7 1.5Interest expense(191.9) (97.0) (43.8)Interest income3.4 1.1 1.3Income (loss) from continuing operations before taxes$(34.2) $6.7 $162.7Earnings of non-consolidated affiliates: Chlor Alkali Products and Vinyls$1.7 $1.7 $1.7Depreciation and amortization expense: Chlor Alkali Products and Vinyls$418.1 $186.1 $119.4Epoxy90.0 20.9 —Winchester18.5 17.4 16.3Corporate/Other6.9 4.5 3.4Total depreciation and amortization expense$533.5 $228.9 $139.1Capital spending: Chlor Alkali Products and Vinyls$195.1 $94.5 $49.6Epoxy45.4 7.7 —Winchester19.5 25.6 21.4Corporate/Other18.0 3.1 0.8Total capital spending$278.0 $130.9 $71.8 December 31, 2016 2015Assets:($ in millions)Chlor Alkali Products and Vinyls$6,521.4 $6,690.7Epoxy1,514.3 1,591.2Winchester424.0 411.9Corporate/Other302.9 595.1Total assets$8,762.6 $9,288.9 Investments—affiliated companies (at equity): Chlor Alkali Products and Vinyls$26.7 $25.0104Segment assets include only those assets which are directly identifiable to an operating segment. Assets of the corporate/other segment include primarilysuch items as cash and cash equivalents, deferred taxes, restricted cash and other assets. Years ended December 31,Geographic Data2016 2015 2014Sales:($ in millions)United States$3,356.8 $2,208.5 $2,051.4Foreign2,193.8 645.9 189.8Total sales$5,550.6 $2,854.4 $2,241.2 December 31, 2016 2015Long-lived assets:($ in millions)United States$3,352.2 $3,561.7Foreign352.7 391.7Total long-lived assets$3,704.9 $3,953.4Sales are attributed to geographic areas based on customer location and long-lived assets are attributed to geographic areas based on asset location.ENVIRONMENTALAs is common in our industry, we are subject to environmental laws and regulations related to the use, storage, handling, generation, transportation,emission, discharge, disposal and remediation of, and exposure to, hazardous and non-hazardous substances and wastes in all of the countries in which we dobusiness.The establishment and implementation of national, state or provincial and local standards to regulate air, water and land quality affect substantially all of ourmanufacturing locations around the world. Laws providing for regulation of the manufacture, transportation, use and disposal of hazardous and toxic substances,and remediation of contaminated sites, have imposed additional regulatory requirements on industry, particularly the chemicals industry. In addition,implementation of environmental laws has required and will continue to require new capital expenditures and will increase plant operating costs. We employ wasteminimization and pollution prevention programs at our manufacturing sites.In connection with the Acquisition, TDCC retained liabilities relating to releases of hazardous materials and violations of environmental law to the extentarising prior to the Closing Date.We are party to various governmental and private environmental actions associated with past manufacturing facilities and former waste disposalsites. Associated costs of investigatory and remedial activities are provided for in accordance with generally accepted accounting principles governing probabilityand the ability to reasonably estimate future costs. Our ability to estimate future costs depends on whether our investigatory and remedial activities are inpreliminary or advanced stages. With respect to unasserted claims, we accrue liabilities for costs that, in our experience, we expect to incur to protect our interestsagainst those unasserted claims. Our accrued liabilities for unasserted claims amounted to $2.0 million at December 31, 2016 . With respect to asserted claims, weaccrue liabilities based on remedial investigation, feasibility study, remedial action and operation, maintenance and monitoring (OM&M) expenses that, in ourexperience, we expect to incur in connection with the asserted claims. Required site OM&M expenses are estimated and accrued in their entirety for requiredperiods not exceeding 30 years, which reasonably approximates the typical duration of long-term site OM&M.105Our liabilities for future environmental expenditures were as follows: December 31, 2016 2015 ($ in millions)Beginning balance$138.1 $138.3Charges to income9.2 15.7Remedial and investigatory spending(10.3) (14.1)Currency translation adjustments0.3 (1.8)Ending balance$137.3 $138.1At December 31, 2016 and 2015 , our consolidated balance sheets included environmental liabilities of $120.3 million and $119.1 million , respectively,which were classified as other noncurrent liabilities. Our environmental liability amounts do not take into account any discounting of future expenditures or anyconsideration of insurance recoveries or advances in technology. These liabilities are reassessed periodically to determine if environmental circumstances havechanged and/or remediation efforts and our estimate of related costs have changed. As a result of these reassessments, future charges to income may be made foradditional liabilities. Of the $137.3 million included on our consolidated balance sheet at December 31, 2016 for future environmental expenditures, we currentlyexpect to utilize $77.8 million of the reserve for future environmental expenditures over the next 5 years, $16.1 million for expenditures 6 to 10 years in the future,and $43.4 million for expenditures beyond 10 years in the future.Our total estimated environmental liability at December 31, 2016 was attributable to 64 sites, 16 of which were USEPA NPL sites. Nine sites accounted for79% of our environmental liability and, of the remaining 55 sites, no one site accounted for more than 3% of our environmental liability. At four of the nine sites,part of the site is subject to a remedial investigation and another part is in the long-term OM&M stage. At one of the nine sites, a remedial action plan is beingdeveloped for part of the site and another part a remedial design is being developed. At one of the nine sites, part of the site is subject to a remedial investigationand another part a remedial design is being developed. At one of these nine sites, a remedial investigation is being performed. The two remaining sites are in long-term OM&M. All nine sites are either associated with past manufacturing operations or former waste disposal sites. None of the nine largest sites represents morethan 23% of the liabilities reserved on our consolidated balance sheet at December 31, 2016 for future environmental expenditures.Environmental provisions charged (credited) to income, which are included in cost of goods sold, were as follows: Years ended December 31, 2016 2015 2014 ($ in millions)Charges to income$9.2 $15.7 $9.6Recoveries from third parties of costs incurred and expensed in prior periods— — (1.4)Total environmental expense$9.2 $15.7 $8.2These charges relate primarily to remedial and investigatory activities associated with past manufacturing operations and former waste disposal sites andmay be material to operating results in future years.Annual environmental-related cash outlays for site investigation and remediation are expected to range between approximately $15 million to $25 millionover the next several years, which are expected to be charged against reserves recorded on our consolidated balance sheet. While we do not anticipate a materialincrease in the projected annual level of our environmental-related cash outlays for site investigation and remediation, there is always the possibility that such anincrease may occur in the future in view of the uncertainties associated with environmental exposures. Environmental exposures are difficult to assess fornumerous reasons, including the identification of new sites, developments at sites resulting from investigatory studies, advances in technology, changes inenvironmental laws and regulations and their application, changes in regulatory authorities, the scarcity of reliable data pertaining to identified sites, the difficultyin assessing the involvement and financial capability of other PRPs, our ability to obtain contributions from other parties and the lengthy time periods over whichsite remediation occurs. It is possible that some of these matters (the outcomes of which are subject to various uncertainties) may be resolved unfavorably to us,which could materially adversely affect our financial position or results of106operations. At December 31, 2016 , we estimate that it is reasonably possible that we may have additional contingent environmental liabilities of $60 million inaddition to the amounts for which we have already recorded as a reserve.COMMITMENTS AND CONTINGENCIESThe following table summarizes our contractual commitments under non-cancelable operating leases and purchase contracts as of December 31, 2016 : Operating Leases PurchaseCommitments ($ in millions)2017$78.8 $603.1201865.9 514.8201951.9 497.5202038.5 494.4202126.9 493.8Thereafter77.6 2,992.2Total commitments$339.6 $5,595.8Our operating lease commitments are primarily for railroad cars but also include distribution, warehousing and office space and data processing and officeequipment. Virtually none of our lease agreements contain escalation clauses or step rent provisions. Total rent expense charged to operations amounted to $95.5million , $75.1 million and $66.8 million in 2016 , 2015 and 2014 , respectively (sublease income is not significant). The above purchase commitments includeraw material, capital expenditure and utility purchasing commitments utilized in our normal course of business for our projected needs. In connection with theAcquisition, certain additional agreements have been entered into with TDCC, including, long-term purchase agreements for raw materials. These agreements aremaintained through long-term cost based contracts that provide us with a reliable supply of key raw materials. Key raw materials received from TDCC includeethylene, electricity, propylene and benzene. Additionally, during 2016, one of the options to obtain additional future ethylene supply at producer economics wasexercised by us and, accordingly, additional payments will be made to TDCC of $209.4 million in 2017. On February 27, 2017, we exercised the remaining optionto obtain additional future ethylene supply and in connection with the exercise we also secured a long-term customer arrangement. Consequently, additionalpayments will be made to TDCC of between $425.0 million and $465.0 million on or about the fourth quarter of 2020.We, and our subsidiaries, are defendants in various legal actions (including proceedings based on alleged exposures to asbestos) incidental to our past andcurrent business activities. At December 31, 2016 and 2015 , our consolidated balance sheets included liabilities for these legal actions of $13.6 million and $21.2million , respectively. These liabilities do not include costs associated with legal representation. Based on our analysis, and considering the inherent uncertaintiesassociated with litigation, we do not believe that it is reasonably possible that these legal actions will materially adversely affect our financial position, cash flowsor results of operations. In connection with the Acquisition, TDCC retained liabilities related to litigation to the extent arising prior to the Closing Date. In additionto the aforementioned legal actions, we are party to a dispute relating to a contract termination. The other party to the contract has filed a demand for arbitrationalleging, among other things, that Olin breached the related agreement and claimed damages in excess of the amount Olin believes it is obligated for under thecontract. Any additional losses related to this contract dispute are not currently estimable because of unresolved questions of fact and law but, if resolvedunfavorably to Olin, they could have a material effect on our financial results.During the ordinary course of our business, contingencies arise resulting from an existing condition, situation or set of circumstances involving anuncertainty as to the realization of a possible gain contingency. In certain instances such as environmental projects, we are responsible for managing the cleanupand remediation of an environmental site. There exists the possibility of recovering a portion of these costs from other parties. We account for gain contingenciesin accordance with the provisions of ASC 450 “Contingencies” (ASC 450) and therefore do not record gain contingencies and recognize income until it is earnedand realizable.For the year ended December 31, 2016, we recognized an insurance recovery of $11.0 million in other operating income for property damage and businessinterruption related to a 2008 chlor alkali facility incident.107For the year ended December 31, 2015 we recognized insurance recoveries of $57.4 million for property damage and business interruption related to theBecancour, Canada and McIntosh, AL chlor alkali facilities. Cost of goods sold was reduced by $10.5 million and selling and administration was reduced by $0.9million for the reimbursement of costs incurred and expensed in prior periods and other operating income included a gain of $46.0 million . The consolidatedstatement of cash flows for the year ended December 31, 2015 included $25.8 million for the property damage portion of the insurance recoveries within proceedsfrom disposition of property, plant and equipment and gains on disposition of property, plant and equipment.DERIVATIVE FINANCIAL INSTRUMENTSWe are exposed to market risk in the normal course of our business operations due to our purchases of certain commodities, our ongoing investing andfinancing activities and our operations that use foreign currencies. The risk of loss can be assessed from the perspective of adverse changes in fair values, cashflows and future earnings. We have established policies and procedures governing our management of market risks and the use of financial instruments to manageexposure to such risks. ASC 815 “Derivatives and Hedging” (ASC 815) required an entity to recognize all derivatives as either assets or liabilities in the statementof financial position and measure those instruments at fair value. We use hedge accounting treatment for substantially all of our business transactions whose risksare covered using derivative instruments. In accordance with ASC 815, we designate derivative contracts as cash flow hedges of forecasted purchases ofcommodities and forecasted interest payments related to variable-rate borrowings and designate certain interest rate swaps as fair value hedges of fixed-rateborrowings. We do not enter into any derivative instruments for trading or speculative purposes.Energy costs, including electricity and natural gas, and certain raw materials used in our production processes are subject to price volatility. Depending onmarket conditions, we may enter into futures contracts, forward contracts, commodity swaps and put and call option contracts in order to reduce the impact ofcommodity price fluctuations. The majority of our commodity derivatives expire within one year. Those commodity contracts that extend beyond one yearcorrespond with raw material purchases for long-term fixed-price sales contracts.The company actively manages currency exposures that are associated with net monetary asset positions, currency purchases and sales commitmentsdenominated in foreign currencies and foreign currency denominated assets and liabilities created in the normal course of business. We enter into forward sales andpurchase contracts to manage currency to offset our net exposures, by currency, related to the foreign currency denominated monetary assets and liabilities of ouroperations. At December 31, 2016 , we had outstanding forward contracts to buy foreign currency with a notional value of $73.2 million and to sell foreigncurrency with a notional value of $100.8 million . All of the currency derivatives expire within one year and are for USD equivalents. The counterparties to theforward contracts were large financial institutions; however, the risk of loss to us in the event of nonperformance by a counterparty could be significant to ourfinancial position or results of operations. At December 31, 2015 , we had outstanding forward contracts to buy foreign currency with a notional value of $21.7million and to sell foreign currency with a notional value of $10.1 million .Cash Flow HedgesASC 815 requires that all derivative instruments be recorded on the balance sheet at their fair value. For derivative instruments that are designated andqualify as a cash flow hedge, the change in fair value of the derivative is recognized as a component of other comprehensive income (loss) until the hedged item isrecognized into earnings. Gains and losses on the derivatives representing hedge ineffectiveness are recognized currently in earnings.We had the following notional amount of outstanding commodity contracts that were entered into to hedge forecasted purchases: December 31, 2016 2015($ in millions)Copper$35.8 $43.6Zinc8.0 8.7Lead3.4 9.3Natural gas54.4 2.0108As of December 31, 2016 , the counterparties to these commodity contracts were Wells Fargo ( $41.7 million ), Citibank ( $22.0 million ), Merrill LynchCommodities, Inc. ( $19.8 million ) and JPMorgan Chase Bank, National Association ( $18.1 million ), all of which are major financial institutions.We use cash flow hedges for certain raw material and energy costs such as copper, zinc, lead, electricity and natural gas to provide a measure of stability inmanaging our exposure to price fluctuations associated with forecasted purchases of raw materials and energy used in our manufacturing process. At December 31,2016 , we had open positions in futures contracts through 2021. If all open futures contracts had been settled on December 31, 2016 , we would have recognized apretax gain of $11.1 million .If commodity prices were to remain at December 31, 2016 levels, approximately $6.2 million of deferred gains would be reclassified into earnings duringthe next twelve months. The actual effect on earnings will be dependent on actual commodity prices when the forecasted transactions occur.In April 2016, we entered into three tranches of forward starting interest rate swaps whereby we agreed to pay fixed rates to the counterparties who, in turn,pay us floating rates on $1,100.0 million , $900.0 million and $400.0 million of our underlying floating-rate debt obligations. Each tranche’s term length is fortwelve months beginning on December 31, 2016, December 31, 2017 and December 31, 2018, respectively. The counterparties to the agreements are SMBCCapital Markets, Inc., Wells Fargo, PNC Bank, National Association, and Toronto-Dominion Bank. These counterparties are large financial institutions; however,the risk of loss to us in the event of nonperformance by a counterparty could be significant to our financial position or results of operations. We have designated theswaps as cash flow hedges of the risk of changes in interest payments associated with our variable rate borrowings. Accordingly, the swap agreements have beenrecorded at their fair market value of $9.6 million and are included in other current assets and other assets on the accompanying consolidated balance sheet, withthe corresponding gain deferred as a component of other comprehensive loss. No gain or loss has been recorded in earnings as a result of ineffectiveness.We use interest rate swaps as a means of minimizing significant unanticipated earnings fluctuations that may arise from volatility in interest rates of ourvariable-rate borrowings. These interest rate swaps are treated as cash flow hedges. At December 31, 2016 , we had open interest rate swaps designated as cashflow hedges with maximum terms through 2019. If all open futures contracts had been settled on December 31, 2016 , we would have recognized a pretax gain of$9.6 million .If interest rates were to remain at December 31, 2016 levels, $1.1 million of deferred gains would be reclassified into earnings during the next twelvemonths. The actual effect on earnings will be dependent on actual interest rates when the forecasted transactions occur.Fair Value HedgesFor derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative as well as the offsetting loss or gain on thehedged item attributable to the hedged risk are recognized in current earnings. We include the gain or loss on the hedged items (fixed-rate borrowings) in the sameline item, interest expense, as the offsetting loss or gain on the related interest rate swaps. As of December 31, 2016 and 2015 , the total notional amounts of ourinterest rate swaps designated as fair value hedges were $500.0 million and zero , respectively.In April 2016, we entered into interest rate swaps on $250.0 million of our underlying fixed-rate debt obligations, whereby we agreed to pay variable rates tothe counterparties who, in turn, pay us fixed rates. The counterparties to these agreements are Toronto-Dominion Bank and SMBC Capital Markets, Inc., both ofwhich are major financial institutions.In October 2016, we entered into interest rate swaps on an additional $250.0 million of our underlying fixed-rate debt obligations, whereby we agreed to payvariable rates to the counterparties who, in turn, pay us fixed rates. The counterparties to these agreements are PNC Bank, National Association and Wells Fargo,both of which are major financial institutions.We have designated the April 2016 and October 2016 interest rate swap agreements as fair value hedges of the risk of changes in the value of fixed rate debtdue to changes in interest rates for a portion of our fixed rate borrowings. Accordingly, the swap agreements have been recorded at their fair market value of $28.5million and are included in other long-term liabilities on the accompanying consolidated balance sheet, with a corresponding decrease in the carrying amount of therelated debt. For the year ended December 31, 2016, $2.6 million of income has been recorded to interest expense on the accompanying consolidated statement ofoperations related to these swap agreements. No gain or loss has been recorded in earnings as a result of ineffectiveness.109In June 2012, we terminated $73.1 million of interest rate swaps with Wells Fargo that had been entered into on the SunBelt Notes in May 2011. The resultwas a gain of $2.2 million which will be recognized through 2017. As of December 31, 2016 , $0.1 million of this gain was included in current installments oflong-term debt.We use interest rate swaps as a means of managing interest expense and floating interest rate exposure to optimal levels. These interest rate swaps aretreated as fair value hedges. The accounting for gains and losses associated with changes in fair value of the derivative and the effect on the consolidated financialstatements will depend on the hedge designation and whether the hedge is effective in offsetting changes in fair value of cash flows of the asset or liability beinghedged.Financial Statement ImpactsWe present our derivative assets and liabilities in our consolidated balance sheets on a net basis whenever we have a legally enforceable master nettingagreement with the counterparty to our derivative contracts. We use these agreements to manage and substantially reduce our potential counterparty credit risk.The following table summarizes the location and fair value of the derivative instruments on our consolidated balance sheets. The table disaggregates our netderivative assets and liabilities into gross components on a contract-by-contract basis before giving effect to master netting arrangements: Asset Derivatives Liability Derivatives Fair Value Fair Value December 31, December 31,Derivatives Designated as Hedging Instruments Balance Sheet Location 2016 2015 Balance Sheet Location 2016 2015 ($ in millions) ($ in millions)Interest rate contracts Other current assets $1.9 $— Current installments oflong-term debt $0.1 $1.2Interest rate contracts Other assets 7.7 — Long-term debt — 0.4Interest rate contracts Other assets — — Other liabilities 28.5 —Commodity contracts –gains Other current assets 13.2 — Accrued liabilities — (0.1)Commodity contracts –losses Other current assets (1.7) — Accrued liabilities — 11.5 $21.1 $— $28.6 $13.0Derivatives Not Designated as Hedging Instruments Interest rate contracts –gains Other current assets $— $1.2 Accrued liabilities $— $—Interest rate contracts –losses Other current assets — (0.1) Accrued liabilities — —Commodity contracts –losses Other current assets — — Accrued liabilities — 0.2Foreign exchange contracts– losses Other current assets (0.5) — Accrued liabilities 1.7 —Foreign exchange contracts– gains Other current assets 0.6 0.1 Accrued liabilities (0.5) — $0.1 $1.2 $1.2 $0.2Total derivatives (1) $21.2 $1.2 $29.8 $13.2(1)Does not include the impact of cash collateral received from or provided to counterparties.110The following table summarizes the effects of derivative instruments on our consolidated statements of operations: Amount of Gain (Loss) Years Ended December 31, Location of Gain (Loss) 2016 2015 2014Derivatives – Cash Flow Hedges ($ in millions)Recognized in other comprehensive loss (effective portion): Commodity contracts——— $16.7 $(13.9) $(10.2)Interest rate contracts——— 9.6 — — $26.3 $(13.9) $(10.2)Reclassified from accumulated other comprehensive loss intoincome (effective portion): Commodity contractsCost of goods sold $(5.8) $(9.7) $(1.8)Derivatives – Fair Value Hedges Interest rate contractsInterest expense $3.7 $2.8 $2.9Derivatives Not Designated as Hedging Instruments Commodity contractsCost of goods sold $(0.4) $(2.2) $1.4Foreign exchange contractsSelling and administration (11.1) 0.1 — $(11.5) $(2.1) $1.4The ineffective portion of changes in fair value resulted in zero charged or credited to earnings for the years ended December 31, 2016 , 2015 and 2014 .Credit Risk and CollateralBy using derivative instruments, we are exposed to credit and market risk. If a counterparty fails to fulfill its performance obligations under a derivativecontract, our credit risk will equal the fair-value gain in a derivative. Generally, when the fair value of a derivative contract is positive, this indicates that thecounterparty owes us, thus creating a repayment risk for us. When the fair value of a derivative contract is negative, we owe the counterparty and, therefore,assume no repayment risk. We minimize the credit (or repayment) risk in derivative instruments by entering into transactions with high-quality counterparties. Wemonitor our positions and the credit ratings of our counterparties, and we do not anticipate non-performance by the counterparties.Based on the agreements with our various counterparties, cash collateral is required to be provided when the net fair value of the derivatives, with thecounterparty, exceeds a specific threshold. If the threshold is exceeded, cash is either provided by the counterparty to us if the value of the derivatives is our asset,or cash is provided by us to the counterparty if the value of the derivatives is our liability. As of December 31, 2016 , this threshold was not exceeded. As ofDecember 31, 2015 , the amount recognized in accrued liabilities for cash collateral provided by us to counterparties was $5.6 million . In all instances where weare party to a master netting agreement, we offset the receivable or payable recognized upon payment of cash collateral against the fair value amounts recognizedfor derivative instruments that have also been offset under such master netting agreements.111FAIR VALUE MEASUREMENTSAssets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputsused to measure their fair value. Hierarchical levels are directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets andliabilities. We are required to separately disclose assets and liabilities measured at fair value on a recurring basis, from those measured at fair value on anonrecurring basis. Nonfinancial assets measured at fair value on a nonrecurring basis are intangible assets and goodwill, which are reviewed for impairmentannually in the fourth quarter and/or when circumstances or other events indicate that impairment may have occurred. Determining which hierarchical level anasset or liability falls within requires significant judgment. The following table summarizes the assets and liabilities measured at fair value in the consolidatedbalance sheets:Balance at December 31, 2016Quoted Prices inActive Marketsfor IdenticalAssets(Level 1) SignificantOtherObservableInputs(Level 2) SignificantUnobservableInputs(Level 3) TotalAssets($ in millions)Interest rate swaps$— $9.6 $— $9.6Commodity contracts— 11.5 — 11.5Foreign exchange contracts— 0.1 — 0.1Liabilities Interest rate swaps— 28.6 — 28.6Foreign exchange contracts— 1.2 — 1.2Balance at December 31, 2015 Assets Interest rate swaps$— $1.1 $— $1.1Foreign exchange contracts— 0.1 — 0.1Liabilities Interest rate swaps— 1.6 — 1.6Commodity contracts— 11.6 — 11.6For the years ended December 31, 2016 and 2015, there were no transfers into or out of Level 1, Level 2 and Level 3.Interest Rate SwapsInterest rate swap financial instruments were valued using the “income approach” valuation technique. This method used valuation techniques to convertfuture amounts to a single present amount. The measurement was based on the value indicated by current market expectations about those future amounts. We useinterest rate swaps as a means of managing interest expense and floating interest rate exposure to optimal levels.Commodity Forward ContractsCommodity contract financial instruments were valued primarily based on prices and other relevant information observable in market transactions involvingidentical or comparable assets or liabilities including both forward and spot prices for commodities. We use commodity derivative contracts for certain rawmaterials and energy costs such as copper, zinc, lead, electricity and natural gas to provide a measure of stability in managing our exposure to price fluctuations.Foreign Currency ContractsForeign currency contract financial instruments were valued primarily based on relevant information observable in market transactions involving identical orcomparable assets or liabilities including both forward and spot prices for currencies. We enter into forward sales and purchase contracts to manage currency riskresulting from purchase and sale commitments denominated in foreign currencies.112Financial InstrumentsThe carrying values of cash and cash equivalents, restricted cash, accounts receivable and accounts payable approximated fair values due to the short-termmaturities of these instruments. The fair value of our long-term debt was determined based on current market rates for debt of similar risk and maturities. Thefollowing table summarizes the fair value measurements of debt and the actual debt recorded on our balance sheets: Fair Value Measurements Level 1 Level 2 Level 3 Total Amount recorded on balance sheets ($ in millions)Balance at December 31, 2016$— $3,703.7 $153.0 $3,856.7 $3,617.6Balance at December 31, 2015— 3,826.9 153.0 3,979.9 3,848.8Nonrecurring Fair Value MeasurementsIn addition to assets and liabilities that are recorded at fair value on a recurring basis, we record assets and liabilities at fair value on a nonrecurring basis asrequired by ASC 820. There were no assets measured at fair value on a nonrecurring basis as of December 31, 2016 and 2015 .SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATIONIn October 2015, Spinco (the Issuer) issued $720.0 million aggregate principal amount of the 2023 Notes and $500.0 million aggregate principal amount ofthe 2025 Notes. During 2016, the Notes were registered under the Securities Act of 1933, as amended. The Issuer was formed on March 13, 2015 as a whollyowned subsidiary of TDCC and upon closing of the Acquisition became a 100% owned subsidiary of Olin (the Parent Guarantor). The Exchange Notes are fullyand unconditionally guaranteed by the Parent Guarantor.The following condensed consolidating financial information presents the condensed consolidating balance sheets as of December 31, 2016 and 2015, andthe related condensed consolidating statements of operations, comprehensive income (loss) and cash flows for each of the years in the three-year period endedDecember 31, 2016 of (a) the Parent Guarantor, (b) the Issuer, (c) the non-guarantor subsidiaries, (d) elimination entries necessary to consolidate the ParentGuarantor with the Issuer and the non-guarantor subsidiaries and (e) Olin on a consolidated basis. Investments in consolidated subsidiaries are presented under theequity method of accounting.113CONDENSED CONSOLIDATING BALANCE SHEETSDecember 31, 2016(In millions) Parent Guarantor Issuer Subsidiary Non-Guarantor Eliminations TotalAssets Current assets: Cash and cash equivalents$25.2 — $159.3 — $184.5Receivables, net88.3 — 586.7 — 675.0Intercompany receivables— — 1,912.3 (1,912.3) —Income taxes receivable19.0 — 7.3 (0.8) 25.5Inventories167.7 — 462.7 — 630.4Other current assets164.7 3.4 1.2 (138.5) 30.8Total current assets464.9 3.4 3,129.5 (2,051.6) 1,546.2Property, plant and equipment, net510.1 — 3,194.8 — 3,704.9Investment in subsidiaries6,035.2 3,734.7 — (9,769.9) —Deferred income taxes133.5 — 103.5 (117.5) 119.5Other assets48.1 — 596.3 — 644.4Long-term receivables—affiliates— 2,194.2 — (2,194.2) —Intangible assets, net0.4 5.7 623.5 — 629.6Goodwill— 966.3 1,151.7 — 2,118.0Total assets$7,192.2 $6,904.3 $8,799.3 $(14,133.2) $8,762.6Liabilities and Shareholders' Equity Current liabilities: Current installments of long-term debt$0.6 $67.5 $12.4 — $80.5Accounts payable45.3 — 527.4 (1.9) 570.8Intercompany payables1,882.8 29.5 — (1,912.3) —Income taxes payable— — 8.3 (0.8) 7.5Accrued liabilities124.9 — 277.5 (138.6) 263.8Total current liabilities2,053.6 97.0 825.6 (2,053.6) 922.6Long-term debt913.9 2,413.3 209.9 — 3,537.1Accrued pension liability453.7 — 184.4 — 638.1Deferred income taxes— 223.6 926.4 (117.5) 1,032.5Long-term payables—affiliates1,209.1 — 985.1 (2,194.2) —Other liabilities288.9 6.6 63.8 — 359.3Total liabilities4,919.2 2,740.5 3,195.2 (4,365.3) 6,489.6Commitments and contingencies Shareholders' equity: Common stock165.4 — 14.6 (14.6) 165.4Additional paid-in capital2,243.8 4,125.7 4,808.2 (8,933.9) 2,243.8Accumulated other comprehensive loss(510.0) — (7.0) 7.0 (510.0)Retained earnings373.8 38.1 788.3 (826.4) 373.8Total shareholders' equity2,273.0 4,163.8 5,604.1 (9,767.9) 2,273.0Total liabilities and shareholders' equity$7,192.2 $6,904.3 $8,799.3 $(14,133.2) $8,762.6114CONDENSED CONSOLIDATING BALANCE SHEETSDecember 31, 2015(In millions) Parent Guarantor Issuer Subsidiary Non-Guarantor Eliminations TotalAssets Current assets: Cash and cash equivalents$119.4 — $272.6 — $392.0Receivables, net107.7 — 679.4 (3.7) 783.4Intercompany receivables— 76.1 1,093.1 (1,169.2) —Income taxes receivable27.3 — 5.7 (0.1) 32.9Inventories166.0 — 519.2 — 685.2Current deferred income taxes— — 2.7 (2.7) —Other current assets152.1 5.0 4.6 (121.8) 39.9Total current assets572.5 81.1 2,577.3 (1,297.5) 1,933.4Property, plant and equipment, net508.7 — 3,444.7 — 3,953.4Investment in subsidiaries5,905.0 3,636.3 — (9,541.3) —Deferred income taxes155.6 — 84.9 (144.6) 95.9Other assets43.5 — 411.1 — 454.6Long-term receivables—affiliates— 2,562.6 — (2,562.6) —Intangible assets, net0.5 — 677.0 — 677.5Goodwill— 990.2 1,183.9 — 2,174.1Total assets$7,185.8 $7,270.2 $8,378.9 $(13,546.0) $9,288.9Liabilities and Shareholders' Equity Current liabilities: Current installments of long-term debt$192.8 — $12.2 — $205.0Accounts payable37.3 — 576.6 (5.7) 608.2Intercompany payables1,169.2 — — (1,169.2) —Income taxes payable1.5 — 6.1 (2.7) 4.9Accrued liabilities227.8 — 221.3 (121.0) 328.1Total current liabilities1,628.6 — 816.2 (1,298.6) 1,146.2Long-term debt1,084.0 2,547.4 12.4 — 3,643.8Accrued pension liability484.3 — 164.6 — 648.9Deferred income taxes— 294.8 945.1 (144.7) 1,095.2Long-term payables—affiliates1,296.4 286.5 979.7 (2,562.6) —Other liabilities273.7 — 61.1 1.2 336.0Total liabilities4,767.0 3,128.7 2,979.1 (4,004.7) 6,870.1Commitments and contingencies Shareholders' equity: Common stock165.1 — 14.6 (14.6) 165.1Additional paid-in capital2,236.4 4,146.1 4,789.6 (8,935.7) 2,236.4Accumulated other comprehensive loss(492.5) — (31.7) 31.7 (492.5)Retained earnings509.8 (4.6) 627.3 (622.7) 509.8Total shareholders' equity2,418.8 4,141.5 5,399.8 (9,541.3) 2,418.8Total liabilities and shareholders' equity$7,185.8 $7,270.2 $8,378.9 $(13,546.0) $9,288.9115CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONSYear Ended December 31, 2016(In millions) Parent Guarantor Issuer Subsidiary Non-Guarantor Eliminations TotalSales$1,321.3 — $4,720.2 $(490.9) $5,550.6Operating expenses: Cost of goods sold1,128.7 — 4,285.9 (490.9) 4,923.7Selling and administration138.1 — 185.1 — 323.2Restructuring charges0.8 — 112.1 — 112.9Acquisition-related costs47.4 — 1.4 — 48.8Other operating (loss) income(2.2) — 12.8 — 10.6Operating income4.1 — 148.5 — 152.6Earnings of non-consolidated affiliates1.7 — — — 1.7Equity income (loss) in subsidiaries16.2 139.0 — (155.2) —Interest expense38.8 153.9 4.7 (5.5) 191.9Interest income4.7 — 4.2 (5.5) 3.4Income (loss) before taxes(12.1) (14.9) 148.0 (155.2) (34.2)Income tax (benefit) provision(8.2) (57.6) 35.5 — (30.3)Net (loss) income$(3.9) $42.7 $112.5 $(155.2) $(3.9)CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONSYear Ended December 31, 2015(In millions) Parent Guarantor Issuer Subsidiary Non-Guarantor Eliminations TotalSales$1,215.4 — $2,002.5 $(363.5) $2,854.4Operating expenses: Cost of goods sold1,057.8 — 1,792.5 (363.5) 2,486.8Selling and administration110.0 — 76.3 — 186.3Restructuring charges0.7 — 2.0 — 2.7Acquisition-related costs117.9 — 5.5 — 123.4Other operating (loss) income(4.0) — 49.7 — 45.7Operating (loss) income(75.0) — 175.9 — 100.9Earnings of non-consolidated affiliates1.7 — — — 1.7Equity income (loss) in subsidiaries90.2 19.7 — (109.9) —Interest expense60.9 37.0 4.5 (5.4) 97.0Interest income3.1 — 3.4 (5.4) 1.1Income (loss) before taxes(40.9) (17.3) 174.8 (109.9) 6.7Income tax (benefit) provision(39.5) (12.7) 60.3 — 8.1Net (loss) income$(1.4) $(4.6) $114.5 $(109.9) $(1.4)116CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONSYear Ended December 31, 2014(In millions) Parent Guarantor Issuer Subsidiary Non-Guarantor Eliminations TotalSales$1,373.2 — 1,285.5 $(417.5) $2,241.2Operating expenses: — Cost of goods sold1,148.1 — 1,122.6 (417.5) 1,853.2Selling and administration90.7 — 75.4 — 166.1Restructuring charges4.8 — 10.9 — 15.7Acquisition-related costs4.2 — — — 4.2Other operating income0.9 — 0.6 — 1.5Operating income126.3 — 77.2 — 203.5Earnings of non-consolidated affiliates1.7 — — — 1.7Equity income (loss) in subsidiaries48.8 — — (48.8) —Interest expense47.0 — 1.3 (4.5) 43.8Interest income2.5 — 3.3 (4.5) 1.3Income (loss) from continuing operations before taxes132.3 — 79.2 (48.8) 162.7Income tax provision27.3 — 30.4 — 57.7Income (loss) from continuing operations105.0 — 48.8 (48.8) 105.0Income from discontinued operations, net$0.7 — $— $— $0.7Net income (loss)$105.7 — $48.8 $(48.8) $105.7CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)Year Ended December 31, 2016(In millions) Parent Guarantor Issuer Subsidiary Non-Guarantor Eliminations TotalNet (loss) income$(3.9) $42.7 $112.5 $(155.2) $(3.9)Other comprehensive income (loss), net of tax: Foreign currency translation adjustments, net— — (12.0) — (12.0)Unrealized gains on derivative contracts, net19.7 — — — 19.7Pension and postretirement liability adjustments, net(25.3) — (12.2) — (37.5)Amortization of prior service costs and actuariallosses, net10.9 — 1.4 — 12.3Total other comprehensive income (loss), net of tax5.3 — (22.8) — (17.5)Comprehensive income (loss)$1.4 $42.7 $89.7 $(155.2) $(21.4)117CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)Year Ended December 31, 2015(In millions) Parent Guarantor Issuer Subsidiary Non-Guarantor Eliminations TotalNet (loss) income$(1.4) (4.6) $114.5 $(109.9) $(1.4)Other comprehensive (loss) income, net of tax: Foreign currency translation adjustments, net— — (9.8) — (9.8)Unrealized losses on derivative contracts, net(2.7) — — — (2.7)Pension and postretirement liability adjustments, net(73.7) — (5.1) — (78.8)Amortization of prior service costs and actuariallosses, net39.6 — 2.3 — 41.9Total other comprehensive (loss) income, net of tax(36.8) — (12.6) — (49.4)Comprehensive (loss) income$(38.2) $(4.6) $101.9 $(109.9) $(50.8)CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)Year Ended December 31, 2014(In millions) Parent Guarantor Issuer Subsidiary Non-Guarantor Eliminations TotalNet income (loss)105.7 — 48.8 (48.8) 105.7Other comprehensive (loss) income, net of tax: Foreign currency translation adjustments, net— — (1.8) — (1.8)Unrealized losses on derivative contracts, net(5.1) — — — (5.1)Pension and postretirement liability adjustments, net(83.4) — (3.2) — (86.6)Amortization of prior service costs and actuariallosses, net14.1 — 1.4 — 15.5Total other comprehensive (loss) income, net of tax(74.4) — (3.6) — (78.0)Comprehensive income (loss)$31.3 $— $45.2 $(48.8) $27.7118CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWSYear Ended December 31, 2016(In millions) Parent Guarantor Issuer Subsidiary Non-Guarantor Eliminations TotalNet operating activities$702.6 — $(99.4) — $603.2Investing Activities Capital expenditures(65.7) — (212.3) — (278.0)Business acquired and related transactions, net of cashacquired(69.5) — — — (69.5)Payments under long-term supply contract— — (175.7) — (175.7)Proceeds from sale/leaseback of equipment— — 40.4 — 40.4Proceeds from disposition of property, plant andequipment0.2 — 0.3 — 0.5Proceeds from disposition of investments in non-consolidated equity affiliate8.8 — — — 8.8Net investing activities(126.2) — (347.3) — (473.5)Financing Activities Long-term debt: Borrowings— — 230.0 — 230.0Repayments(335.6) (67.5) (32.2) — (435.3)Stock options exercised0.5 — — — 0.5Excess tax benefits from stock-based compensation0.4 — — — 0.4Dividends paid(132.1) — — — (132.1)Debt and equity issuance costs— (1.0) — — (1.0)Intercompany financing activities(203.8) 68.5 135.3 — —Net financing activities(670.6) — 333.1 — (337.5)Effect of exchange rate changes on cash and cashequivalents— — 0.3 — 0.3Net decrease in cash and cash equivalents(94.2) — (113.3) — (207.5)Cash and cash equivalents, beginning of year119.4 — 272.6 — 392.0Cash and cash equivalents, end of year$25.2 — $159.3 — $184.5119CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWSYear Ended December 31, 2015(In millions) Parent Guarantor Issuer Subsidiary Non-Guarantor Eliminations TotalNet operating activities$(70.6) — $287.7 — $217.1Investing Activities Capital expenditures(74.0) — (56.9) — (130.9)Business acquired and related transactions, net of cashacquired(408.1) — — — (408.1)Proceeds from disposition of property, plant andequipment1.7 — 24.5 — 26.2Proceeds from disposition of investments in non-consolidated equity affiliate8.8 — — — 8.8Net investing activities(471.6) — (32.4) — (504.0)Financing Activities Long-term debt: Borrowings1,275.0 — — — 1,275.0Repayments(149.5) — (581.2) — (730.7)Stock options exercised2.2 — — — 2.2Excess tax benefits from stock-based compensation0.4 — — — 0.4Dividends paid(79.5) — — — (79.5)Debt and equity issuance costs(35.2) (10.0) — — (45.2)Intercompany financing activities(591.2) 10.0 581.2 —Net financing activities422.2 — — — 422.2Effect of exchange rate changes on cash and cashequivalents— — (0.1) — (0.1)Net (decrease) increase in cash and cash equivalents(120.0) — 255.2 — 135.2Cash and cash equivalents, beginning of year239.4 — 17.4 — 256.8Cash and cash equivalents, end of year$119.4 — $272.6 — $392.0120CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWSYear Ended December 31, 2014(In millions) Parent Guarantor Issuer Subsidiary Non-Guarantor Eliminations TotalNet operating activities$134.7 — $24.5 — $159.2Investing Activities Capital expenditures(51.3) — (20.5) — (71.8)Proceeds from disposition of property, plant andequipment3.5 — 2.1 — 5.6Restricted cash activity, net4.2 — — — 4.2Other investing activities— — 0.3 — 0.3Net investing activities(43.6) — (18.1) — (61.7)Financing Activities Long-term debt: Borrowings150.0 — — — 150.0Repayments(150.2) — (12.2) — (162.4)Earn out payment - SunBelt— — (14.8) — (14.8)Common stock repurchased and retired(64.8) — — — (64.8)Stock options exercised6.6 — — — 6.6Excess tax benefits from stock-based compensation1.1 — — — 1.1Dividends paid(63.0) — — — (63.0)Debt and equity issuance costs(1.2) — — — (1.2)Intercompany financing activities(27.0) 27.0 —Net financing activities(148.5) — — — (148.5)Net (decrease) increase in cash and cash equivalents(57.4) — 6.4 — (51.0)Cash and cash equivalents, beginning of year296.8 — 11.0 — 307.8Cash and cash equivalents, end of year$239.4 — $17.4 — $256.8121OTHER FINANCIAL DATAQuarterly Data (Unaudited)($ in millions, except per share data)2016 First Quarter Second Quarter Third Quarter Fourth Quarter YearSales $1,348.2 $1,364.0 $1,452.7 $1,385.7 $5,550.6Cost of goods sold 1,175.4 1,236.9 1,284.4 1,227.0 4,923.7Net (loss) income (37.9) (1.0) 17.5 17.5 (3.9)Net (loss) income per common share: Basic (0.23) (0.01) 0.11 0.11 (0.02)Diluted (0.23) (0.01) 0.11 0.10 (0.02)Common dividends per share 0.20 0.20 0.20 0.20 0.80Market price of common stock (1) High 17.75 24.99 26.46 26.93 26.93Low 12.29 16.55 18.24 19.62 12.292015 First Quarter Second Quarter Third Quarter Fourth Quarter YearSales $518.0 $535.4 $533.6 $1,267.4 $2,854.4Cost of goods sold 433.2 445.5 460.0 1,148.1 2,486.8Net income (loss) 13.1 42.3 5.9 (62.7) (1.4)Net income (loss) per common share: Basic 0.17 0.55 0.08 (0.39) (0.01)Diluted 0.17 0.54 0.08 (0.39) (0.01)Common dividends per share 0.20 0.20 0.20 0.20 0.80Market price of common stock (1) High 34.34 32.56 27.18 22.13 34.34Low 22.00 26.77 15.73 16.60 15.73(1)NYSE composite transactions.Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURENot applicable.Item 9A. CONTROLS AND PROCEDURESOur chief executive officer and our chief financial officer evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2016. Based on that evaluation, our chief executive officer and chief financial officer have concluded that, as of such date, our disclosure controls and procedures wereeffective to ensure that information Olin is required to disclose in the reports that it files or submits with the SEC under the Securities Exchange Act of 1934 isrecorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, and to ensure that information required to bedisclosed in such reports is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate toallow timely decisions regarding required disclosure.There have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2016 that have materiallyaffected, or are reasonably likely to materially affect, our internal control over financial reporting.Management’s report on internal control over financial reporting and the related report of Olin’s independent registered public accounting firm, KPMGLLP, are included in Item 8—“Consolidated Financial Statements and Supplementary Data.”122Item 9B. OTHER INFORMATIONNot applicable.PART IIIItem 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCEWe incorporate the biographical information relating to our Directors under the heading ITEM 1—“PROPOSAL FOR THE ELECTION OF DIRECTORS”in our Proxy Statement relating to our 2017 Annual Meeting of Shareholders (the “Proxy Statement”) by reference in this Report. We incorporate the biographicalinformation regarding executive officers under the heading “EXECUTIVE OFFICERS” in our Proxy Statement by reference in this report. We incorporate theinformation regarding compliance with Section 16 of the Securities Exchange Act of 1934, as amended, under the heading entitled “SECTION 16(a) BENEFICIALOWNERSHIP REPORTING COMPLIANCE” in our Proxy Statement by reference in this Report.The information with respect to our audit committee, including the audit committee financial expert, is incorporated by reference in this Report to theinformation contained in the paragraph entitled “CORPORATE GOVERNANCE MATTERS—What Are The Committees Of The Board?” in our ProxyStatement. We incorporate by reference in this Report information regarding procedures for shareholders to nominate a director for election, in the ProxyStatement under the headings “MISCELLANEOUS—How can I directly nominate a director for election to the board at the 2018 annual meeting?” and“CORPORATE GOVERNANCE MATTERS—What Is Olin’s Director Nomination Process?”.We have adopted a code of business conduct and ethics for directors, officers and employees, known as the Code of Conduct. The Code of Conduct isavailable in the About Olin, Ethics section of our website at www.olin.com . Olin intends to satisfy disclosure requirements under Item 5.05 of Form 8-K regardingan amendment to, or waiver from, any provision of the Code of Conduct with respect to its executive officers or directors by posting such amendment or waiver onits website.Item 11. EXECUTIVE COMPENSATIONThe information in the Proxy Statement under the heading “CORPORATE GOVERNANCE MATTERS—Compensation Committee Interlocks and InsiderParticipation,” and the information under the heading “COMPENSATION DISCUSSION AND ANALYISIS” through the information under the heading“COMPENSATION COMMITTEE REPORT,” are incorporated by reference in this Report.Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSWe incorporate the information concerning holdings of our common stock by certain beneficial owners contained under the heading “CERTAINBENEFICIAL OWNERS” in our Proxy Statement, and the information concerning beneficial ownership of our common stock by our directors and officers underthe heading “SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS” in our Proxy Statement by reference in this Report.123Equity Compensation Plan Information (a) (b) (c)Plan Category Number of securitiesto be issued upon exerciseofoutstanding options,warrantsand rights (1) Weighted-average exerciseprice of outstandingoptions, warrants and rights Number of securities remainingavailable for futureissuance under equitycompensation plansexcluding securities reflected incolumn (a) (1)Equity compensation plans approved by securityholders (2) 6,936,654(3) $19.25(3) 7,248,213Equity compensation plans not approved by securityholders N/A N/A N/ATotal 6,936,654 $19.25(3) 7,248,213(1)Number of shares is subject to adjustment for changes in capitalization for stock splits and stock dividends and similar events.(2)Consists of the 2000 Long Term Incentive Plan, the 2003 Long Term Incentive Plan, the 2006 Long Term Incentive Plan, the 2009 Long Term IncentivePlan, the 2014 Long Term Incentive Plan, the 2016 Long Term Incentive Plan and the 1997 Stock Plan for Non-employee Directors.(3)Includes:•5,734,740 shares issuable upon exercise of options with a weighted average exercise price of $19.25, and a weighted average remaining term of 6.2years,•177,000 shares issuable under restricted stock unit grants, with a weighted average remaining term of 1.7 years,•932,175 shares issuable in connection with outstanding performance share awards, with a weighted average term of 2.3 years remaining in theperformance measurement period, and•92,739 shares under the 1997 Stock Plan for Non-employee Directors which represent stock grants for retainers, other board and committee fees, anddividends on deferred stock under the plan.Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCEWe incorporate the information under the headings “CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS” and “CORPORATEGOVERNANCE MATTERS—Which Board Members Are Independent?” in our Proxy Statement by reference in this Report.Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICESWe incorporate the information concerning the accounting fees and services of our independent registered public accounting firm, KPMG LLP, under theheading ITEM 4—“PROPOSAL TO RATIFY APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM” in our Proxy Statement byreference in this Report.124PART IVItem 15. EXHIBITS; CONSOLIDATED FINANCIAL STATEMENT SCHEDULES(a) 1. Consolidated Financial StatementsConsolidated financial statements of the registrant are included in Item 8 above.2. Financial Statement SchedulesSchedules not included herein are omitted because they are inapplicable or not required or because the required information is given in theconsolidated financial statements and notes thereto.Separate consolidated financial statements of our 50% or less owned subsidiaries accounted for by the equity method are not summarized hereinand have been omitted because, in the aggregate, they would not constitute a significant subsidiary.3. ExhibitsSee the Exhibit Index immediately prior to the exhibits which is hereby incorporated by reference. The following exhibits, listed on the ExhibitIndex, are filed with this Annual Report on Form 10-K:Exhibit No.Description 4(x)Receivables Financing Arrangement dated December 20, 2016 by and among Olin Finance Company, LLC, PNC Bank, National Association,Olin Corporation, PNC Capital Markets LLC and the Lender parties thereto. 11Computation of Per Share Earnings (included in the Note—“Earnings Per Share” to Notes to Consolidated Financial Statements in Item 8) 12Computation of Ratio of Earnings to Fixed Charges (Unaudited) 21List of Subsidiaries 23Consent of KPMG LLP 31.1Section 302 Certification Statement of Chief Executive Officer 31.2Section 302 Certification Statement of Chief Financial Officer 32Section 906 Certification Statement of Chief Executive Officer and Chief Financial Officer 101.INSXBRL Instance Document 101.SCHXBRL Taxonomy Extension Schema Document 101.CALXBRL Taxonomy Extension Calculation Linkbase Document 101.DEFXBRL Taxonomy Extension Definition Linkbase Document 101.LABXBRL Taxonomy Extension Label Linkbase Document 101.PREXBRL Taxonomy Extension Presentation Linkbase Document125Any exhibit is available from Olin by writing to the Secretary, Olin Corporation, 190 Carondelet Plaza, Suite 1530, Clayton, MO 63105 USA.Shareholders may obtain information from Wells Fargo Shareowner Services, our registrar and transfer agent, who also manages our DividendReinvestment Plan by writing to: Wells Fargo Shareowner Services, 1110 Centre Pointe Curve, Suite 101, MAC N9173-010, Mendota Heights, MN 55120 USA,by telephone from the United States at (800) 468-9716 or outside the United States at (651) 450-4064 or via the Internet at www.shareowneronline.com , click on“contact us”.126SIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.Date: February 27, 2017 OLIN CORPORATION By:/s/ John E. Fischer John E. Fischer President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrantand in the capacities and on the date indicated.Signature Title Date /s/ JOHN E. FISCHER John E. Fischer President and Chief Executive Officer and Director (Principal Executive Officer) February 27, 2017 /s/ JOSEPH D. RUPP Joseph D. Rupp Chairman and Director February 27, 2017 /s/ GRAY G. BENOIST Gray G. Benoist Director February 27, 2017 /s/ DONALD W. BOGUS Donald W. Bogus Director February 27, 2017 /s/ C. ROBERT BUNCH C. Robert Bunch Director February 27, 2017 /s/ RANDALL W. LARRIMORE Randall W. Larrimore Director February 27, 2017 /s/ JOHN M. B. O’CONNOR John M. B. O’Connor Director February 27, 2017 /s/ RICHARD M. ROMPALA Richard M. Rompala Director February 27, 2017 /s/ PHILIP J. SCHULZ Philip J. Schulz Director February 27, 2017 /s/ VINCENT J. SMITH Vincent J. Smith Director February 27, 2017127 /s/ WILLIAM H. WEIDEMAN William H. Weideman Director February 27, 2017 /s/ CAROL A. WILLIAMS Carol A. Williams Director February 27, 2017 /s/ TODD A. SLATER Todd A. Slater Vice President and Chief Financial Officer (Principal Financial Officer) February 27, 2017 /s/ RANDEE N. SUMNER Randee N. Sumner Vice President and Controller (Principal Accounting Officer) February 27, 2017128EXHIBIT INDEXManagement contracts and compensatory plans and arrangements are listed as Exhibits 10(a) through 10(ee) below.2(a)Merger Agreement dated as of March 26, 2015, among The Dow Chemical Company, Blue Cube Spinco Inc., Olin Corporation and BlueCube Acquisition Corp.—Exhibit 2.1 to Olin’s Form 8-K dated March 27, 2015.*3(a)Amended and Restated Articles of Incorporation of Olin Corporation as amended effective October 1, 2015—Exhibit 3.1 to Olin’s Form10-Q for the quarter ended September 30, 2015.* (b)Bylaws of Olin Corporation as amended effective February 26, 2016—Exhibit 3.1 to Olin’s Form 8-K dated February 29, 2016.* (c)Articles of Amendment of the Amended and Restated Articles of Incorporation of Olin Corporation, effective on October 1, 2015—Exhibit3.1 to Olin’s Form 8-K dated October 5, 2015.*4(a)Trust Indenture effective October 1, 2010 between The Industrial Development Authority of Washington County and U. S. Bank NationalAssociation, as trustee—Exhibit 4.1 to Olin’s Form 8-K dated October 20, 2010.* (b)Loan Agreement effective October 1, 2010 between The Industrial Development Authority of Washington County and Olin Corporation—Exhibit 4.2 to Olin’s Form 8-K dated October 20, 2010.* (c)Bond Purchase Agreement dated October 14, 2010 between The Industrial Development Authority of Washington County, OlinCorporation and PNC Bank National Association, as administrative agent—Exhibit 4.3 to Olin’s Form 8-K dated October 20, 2010.* (d)Trust Indenture effective December 1, 2010 between Mississippi Business Finance Corporation and U. S. Bank National Association—Exhibit 4.1 to Olin’s Form 8-K dated December 10, 2010.* (e)Loan Agreement effective December 1, 2010 between Mississippi Business Finance Corporation and Olin Corporation—Exhibit 4.2 toOlin’s Form 8-K dated December 10, 2010.* (f)Bond Purchase Agreement dated December 9, 2010 between Mississippi Business Finance Corporation, Olin Corporation and PNC Bank,National Association, as administrative agent—Exhibit 4.3 to Olin’s Form 8-K dated December 10, 2010.* (g)Amended and Restated Credit and Funding Agreement dated December 9, 2010 between Olin Corporation, as borrower; PNC Bank,National Association, as administrative agent; PNC Capital Markets LLC, as lead arranger; and the Lenders party thereto—Exhibit 4.4 toOlin’s Form 8-K dated December 10, 2010.* (h)First Amendment dated December 27, 2010 to the Amended and Restated Credit and Funding Agreement dated December 9, 2010 betweenOlin Corporation, as borrower; PNC Bank, National Association, as administrative agent; PNC Capital Markets LLC, as lead arranger; andthe Lenders party thereto—Exhibit 4.4 to Olin’s Form 8-K dated December 30, 2010.* (i)Forward Purchase Agreement dated April 27, 2012 by and among Olin Corporation, the Lenders (as defined therein), and PNC Bank,National Association, as administrative agent for the Lenders under the Funding Agreement—Exhibit 4.1 to Olin’s Form 8-K dated May 3,2012.* (j)Second Amendment to Amended and Restated Credit and Funding Agreement dated April 27, 2012 among Olin Corporation, the Lenders,and PNC Bank, National Association, as administrative agent for the Lenders—Exhibit 4.2 to Olin’s Form 8-K dated May 3, 2012.* (k)Second Supplemental Indenture dated as of August 9, 2012 between Olin Corporation, The Bank of New York Mellon Trust Company,N.A. and U. S. Bank National Association—Exhibit 4.1 to Olin’s Form 8-K dated August 9, 2012.* (l)Third Supplemental Indenture dated as of August 22, 2012 between Olin Corporation and U. S. Bank National Association—Exhibit 4.1 toOlin’s Form 8-K dated August 22, 2012.* (m)Form of 5.50% Senior Notes due 2022—Exhibit 4.2 to Olin’s Form 8-K dated August 22, 2012.* (n)Amended and Restated Forward Purchase Agreement dated June 23, 2014 by and among Olin Corporation, the Lenders (as definedtherein), and PNC Bank, National Association, as administrative agent for the Lenders under the Funding Agreement—Exhibit 4.1 to Olin’sForm 8-K dated June 25, 2014.* (o)Third Amendment to Amended and Restated Credit and Funding Agreement dated June 23, 2014 among Olin Corporation, the Lenders,and PNC Bank, National Association, as administrative agent for the Lenders—Exhibit 4.2 to Olin’s Form 8-K dated June 25, 2014.* (p)Amendment No. 4 dated as of June 23, 2015 to the Amended and Restated Credit and Funding Agreement dated December 9, 2010 amongOlin Corporation, the Lenders, and PNC Bank, National Association, as administrative agent—Exhibit 10.3 to Olin’s Form 8-K dated June29, 2015.*129 (q)Senior Notes Indenture dated October 5, 2015 between Blue Cube Spinco Inc., as issuer, and U. S. Bank National Association, as trustee,governing the 9.75% Senior Notes due 2023—Exhibit 4.1 to Olin’s Form 8-K dated October 5, 2015.* (r)Senior Notes Indenture dated October 5, 2015 between Blue Cube Spinco Inc., as issuer, and U. S. Bank National Association, as trustee,governing the 10.00% Senior Notes due 2025—Exhibit 4.2 to Olin’s Form 8-K dated October 5, 2015.* (s)First Supplemental Indenture dated October 5, 2015 between Blue Cube Spinco Inc., as issuer, and Olin Corporation, as guarantor, and U.S. Bank National Association, as trustee, governing the 9.75% Senior Notes due 2023—Exhibit 4.3 to Olin’s Form 8-K dated October 5,2015.* (t)First Supplemental Indenture dated October 5, 2015 between Blue Cube Spinco Inc., as issuer, and Olin Corporation, as guarantor, and U.S. Bank National Association, as trustee, governing the 10.00% Senior Notes due 2025—Exhibit 4.4 to Olin’s Form 8-K dated October 5,2015.* (u)Form of 9.75% Senior Notes due 2023—Exhibit 4.5 (included in Exhibit 4.1) to Olin’s Form 8-K dated October 5, 2015.* (v)Form of 10.00% Senior Notes due 2025—Exhibit 4.6 (included in Exhibit 4.2) to Olin’s Form 8-K dated October 5, 2015.* (w)Registration Rights Agreement dated October 5, 2015 relating to the 9.75% Senior Notes due 2023 and 10.00% Senior Notes due 2025 byand among Blue Cube Spinco Inc., Olin Corporation, J.P. Morgan Securities LLC and Wells Fargo Securities LLC for themselves and asrepresentatives of other initial purchasers—Exhibit 4.7 to Olin’s Form 8-K dated October 5, 2015.* (x)Receivables Financing Arrangement dated December 20, 2016 by and among Olin Finance Company, LLC, PNC Bank, NationalAssociation, Olin Corporation, PNC Capital Markets LLC and the Lender parties thereto. We are party to a number of other instruments defining the rights of holders of long-term debt. No such instrument authorizes an amount ofsecurities in excess of 10% of the total assets of Olin and its subsidiaries on a consolidated basis. Olin agrees to furnish a copy of eachinstrument to the Commission upon request. 10(a)Employee Deferral Plan as amended and restated effective as of January 30, 2003 and as amended effective January 1, 2005—Exhibit 10(b)to Olin’s Form 10-K for 2002 and Exhibit 10(b)(1) to Olin’s Form 10-K for 2005, respectively.* (b)Senior Executive Pension Plan amended and restated effective October 24, 2008—Exhibit 10.1 to Olin’s Form 10-Q for the quarter endedSeptember 30, 2008.* (c)Supplemental Contributing Employee Ownership Plan as amended and restated effective September 29, 2015—Exhibit 99.1 to Olin’s Form8-K dated October 2, 2015.* (d)Olin Corporation Key Executive Life Insurance Program—Exhibit 10(e) to Olin’s Form 10-K for 2002.* (e)Form of amendment to executive agreement between Olin Corporation and Messrs. Curley and Fischer dated November 9, 2007—Exhibit10(g) to Olin’s Form 10-K for 2007.* (f)Form of executive agreement between Olin Corporation and Messrs. Rupp, McIntosh and Pain dated November 1, 2007—Exhibit 10.1 toOlin’s Form 10-Q for the quarter ended September 30, 2007.* (g)Form of amendment to executive agreement between Olin Corporation and Messrs. Curley, Fischer, McIntosh, Pain and Rupp datedOctober 25, 2010—Exhibit 10.1 to Olin’s Form 10-K for 2010.* (h)Form of amendment to executive agreement between Olin Corporation and Messrs. Curley, Fischer, McIntosh, Pain and Rupp datedOctober 19, 2015—Exhibit 10(i) to Olin’s Form 10-K for 2015.* (i)Form of executive retention agreement between Olin Corporation and Messrs. Dawson, Sampson and Varilek dated July 1, 2015—Exhibit10(j) to Olin’s Form 10-K for 2015.* (j)Form of executive change in control agreement between Olin Corporation and Ms. Ennico and Messrs. O’Keefe and Slater dated January29, 2014—Exhibit 10(l) to Olin’s Form 10-K for 2013.* (k)Form of executive change in control agreement between Olin Corporation and Messrs. Curley, Fischer, McIntosh, Pain and Rupp datedJanuary 29, 2014—Exhibit 10.1 to Olin’s Form 8-K dated January 30, 2014.* (l)Form of amendment to executive change in control agreement between Olin Corporation and Ms. Ennico and Messrs. Curley, Fischer,McIntosh, O’Keefe, Pain, Rupp and Slater dated October 19, 2015—Exhibit 10(m) to Olin’s Form 10-K for 2015.* (m)Form of executive change in control agreement between Olin Corporation and Messrs. Dawson, Sampson and Varilek dated February 15,2016—Exhibit 10(n) to Olin’s Form 10-K for 2015.* (n)Form of executive change in control agreement between Olin Corporation and Ms. Sumner dated February 15, 2016—Exhibit 10(o) toOlin’s Form 10-K for 2015.*130 (o)Amended and Restated 1997 Stock Plan for Non-employee Directors codified to reflect amendments adopted through February 26, 2016—Exhibit 10(p) to Olin’s Form 10-K for 2015.* (p)Amended and Restated Senior Management Incentive Compensation Plan, as amended and restated effective April 23, 2015—Appendix Ato Olin’s Proxy Statement dated March 11, 2015.* (q)Description of Restricted Stock Unit Awards granted under the 2000, 2003, 2006, 2009, 2014 or 2016 Long Term Incentive Plans—Exhibit10(p) to Olin’s Form 10-K for 2008.* (r)Supplementary and Deferral Benefit Pension Plan as amended and restated effective October 24, 2008—Exhibit 10.2 to Olin’s Form 10-Qfor the quarter ended September 30, 2008.* (s)Amended and Restated Olin Corporation 2000 Long Term Incentive Plan codified as of January 24, 2014—Exhibit 10(r) to Olin’s Form10-K for 2013.* (t)Amended and Restated Olin Corporation 2003 Long Term Incentive Plan codified as of January 24, 2014—Exhibit 10(s) to Olin’s Form10-K for 2013.* (u)Amended and Restated Olin Corporation 2006 Long Term Incentive Plan codified as of January 24, 2014—Exhibit 10(t) to Olin’s Form10-K for 2013.* (v)Amended and Restated Olin Corporation 2009 Long Term Incentive Plan codified as of January 24, 2014—Exhibit 10(u) to Olin’s Form10-K for 2013.* (w)Olin Corporation 2014 Long Term Incentive Plan effective January 24, 2014—Exhibit 10.1 to Olin’s Form 8-K filed April 25, 2014.* (x)Olin Corporation 2016 Long Term Incentive Plan effective April 28, 2016—Appendix A to Olin’s Proxy Statement dated March 11, 2016.* (y)Performance Share Program codified to reflect amendments through January 26, 2017—Exhibit 99.1 to Olin’s Form 8-K dated January 31,2017.* (z)Form of Non-Qualified Stock Option Award Certificate—Exhibit 10(bb) to Olin’s Form 10-K for 2007.* (aa)Form of Restricted Stock Unit Award Certificate—Exhibit 10(cc) to Form 10-K for 2007.* (bb)Form of Restricted Stock Unit Award Certificate—Exhibit 10.7 to Olin’s Form 10-Q for the quarter ended September 30, 2015.* (cc)Form of Performance Award and Senior Performance Award Certificates—Exhibit 10(dd) to Olin’s Form 10-K for 2007.* (dd)Summary of Stock Option Continuation Policy—Exhibit 10.2 to Olin’s Form 10-Q for the quarter ended March 31, 2009.* (ee)Olin Corporation Contributing Employee Ownership Plan Amended and Restated effective as of October 24, 2008, and as amendedeffective September 29, 2015—Exhibit 99.1 to Olin’s Form S-8 filed February 16, 2016.* (ff)Distribution Agreement between Olin Corporation and Arch Chemicals, Inc., dated as of February 1, 1999—Exhibit 2.1 to Olin’s Form 8-Kfiled February 23, 1999.* (gg)Purchase Agreement dated as of February 28, 2011, by and among PolyOne Corporation, 1997 Chloralkali Venture, LLC, Olin Corporationand Olin SunBelt II, Inc.—Exhibit 2.1 to Olin’s Form 8-K dated March 3, 2011.* (hh)Note Purchase Agreement dated December 22, 1997 between the SunBelt Chlor Alkali Partnership and the Purchasers named therein—Exhibit 99.5 to Olin’s Form 8-K dated December 3, 2001.* (ii)Guarantee Agreement dated December 22, 1997 between Olin Corporation and the Purchasers named therein—Exhibit 99.6 to Olin’s Form8-K dated December 3, 2001.* (jj)Subordination Agreement dated December 22, 1997 between Olin Corporation and the Subordinated Parties named therein—Exhibit 99.7to Olin’s Form 8-K dated December 3, 2001.* (kk)Credit Agreement dated as of April 27, 2012 among Olin Corporation, Olin Canada ULC and the banks named therein—Exhibit 10.1 toOlin’s Form 8-K dated May 3, 2012.* (ll)Stock Purchase Agreement dated as of July 17, 2012, by and among K. A. Steel Chemicals Inc., the stockholders of K. A. Steel ChemicalsInc. and Robert F. Steel, as the sellers’ representative—Exhibit 2.1 to Olin’s Form 8-K dated July 18, 2012.* (mm)Credit Agreement dated June 23, 2015 among Olin Corporation, Olin Canada ULC, the Lenders named therein and Wells Fargo Bank,National Association, as administrative agent—Exhibit 10.1 to Olin’s Form 8-K dated June 29, 2015.* (nn)Credit Agreement dated June 23, 2015 among Blue Cube Spinco Inc., the Lenders named therein and Wells Fargo Bank, NationalAssociation, as administrative agent—Exhibit 10.2 to Olin’s Form 8-K dated June 29, 2015.*131 (oo)Amendment Agreement dated June 23, 2015 among Olin, Olin Canada ULC, Blue Cube Spinco Inc., the Lenders named therein and WellsFargo Bank, National Association, as administrative agent—Exhibit 10.5 to Olin’s Form 8-K dated October 5, 2015.* (pp)Separation Agreement dated March 26, 2015 between The Dow Chemical Company and Blue Cube Spinco Inc.—Exhibit 10.1 to Olin’sForm 8-K dated March 27, 2015.* (qq)Credit Agreement dated August 25, 2015 among Olin Corporation, Olin subsidiaries, the Lenders (as defined therein) and Sumitomo MitsuiBanking Corporation, as administrative agent—Exhibit 10.1 to Olin’s Form 8-K dated August 26, 2015.* (rr)Guaranty Agreement dated October 5, 2015 among Blue Cube Spinco Inc., Olin Corporation and Wells Fargo Bank, National Association,as administrative agent—Exhibit 10.2 to Olin’s Form 8-K dated October 5, 2015.* (ss)Borrowing Subsidiary Agreement dated October 5, 2015 among Olin Corporation, Blue Cube Spinco Inc. and Wells Fargo Bank, NationalAssociation, as administrative agent—Exhibit 10.3 to Olin’s Form 8-K dated October 5, 2015.* (tt)Guaranty Joinder dated October 5, 2015 among Olin subsidiaries, Blue Cube Spinco Inc. and Sumitomo Mitsui Banking Corporation, asadministrative agent—Exhibit 10.4 to Olin’s Form 8-K dated October 5, 2015.* (uu)Incremental Term Loan Agreement dated November 3, 2015 among Olin Corporation, Blue Cube Spinco Inc., the Lenders (as definedtherein) and Sumitomo Mitsui Banking Corporation, as administrative agent—Exhibit 10.1 to Olin’s Form 8-K dated November 9, 2015.*11 Computation of Per Share Earnings (included in the Note—“Earnings Per Share” to Notes to Consolidated Financial Statements in Item 8).12 Computation of Ratio of Earnings to Fixed Charges (unaudited).21 List of Subsidiaries.23 Consent of KPMG LLP.31.1 Section 302 Certification Statement of Chief Executive Officer.31.2 Section 302 Certification Statement of Chief Financial Officer.32 Section 906 Certification Statement of Chief Executive Officer and Chief Financial Officer.101.INS XBRL Instance Document101.SCH XBRL Taxonomy Extension Schema Document101.CAL XBRL Taxonomy Extension Calculation Linkbase Document101.DEF XBRL Taxonomy Extension Definition Linkbase Document101.LAB XBRL Taxonomy Extension Label Linkbase Document101.PRE XBRL Taxonomy Extension Presentation Linkbase Document*Previously filed as indicated and incorporated herein by reference. Exhibits incorporated by reference are located in SEC file No. 1-1070 unless otherwiseindicated.132Exhibit 4(x)RECEIVABLES FINANCING AGREEMENTDated as of December 20, 2016by and amongOLIN FINANCE COMPANY, LLC ,as Borrower,THE PERSONS FROM TIME TO TIME PARTY HERETO ,as Lenders and as Group Agents,PNC BANK, NATIONAL ASSOCIATION ,as Administrative Agent,OLIN CORPORATION ,as initial Servicer, andPNC CAPITAL MARKETS LLC ,as Structuring Agent TABLE OF CONTENTSPageARTICLE I DEFINITIONS1 SECTION 1.01Certain Defined Terms1 SECTION 1.02Other Interpretative Matters30 ARTICLE II TERMS OF THE LOANS30 SECTION 2.01Loan Facility30 SECTION 2.02Making Loans; Repayment of Loans31 SECTION 2.03Interest and Fees33 SECTION 2.04Records of Loans33 SECTION 2.05Selection of Interest Rates and Tranche Periods34 SECTION 2.06Mitigation Obligations; Replacement of Lenders34 SECTION 2.07Defaulting Lenders35 ARTICLE III SETTLEMENT PROCEDURES AND PAYMENT PROVISIONS36 SECTION 3.01Settlement Procedures36 SECTION 3.02Payments and Computations, Etc.39 ARTICLE IV INCREASED COSTS; FUNDING LOSSES; TAXES; ILLEGALITY AND SECURITY INTEREST39 SECTION 4.01Increased Costs39 SECTION 4.02Funding Losses40 SECTION 4.03Taxes41 SECTION 4.04Inability to Determine Adjusted LIBOR and LMIR; Change In Legality44 SECTION 4.05Security Interest45 ARTICLE V CONDITIONS TO EFFECTIVENESS AND CREDIT EXTENSIONS46 SECTION 5.01Conditions Precedent to Effectiveness and the Initial Credit Extension46 SECTION 5.02Conditions Precedent to All Credit Extensions46 SECTION 5.03Conditions Precedent to All Releases47 ARTICLE VI REPRESENTATIONS AND WARRANTIES48 SECTION 6.01Representations and Warranties of the Borrower48 SECTION 6.02Representations and Warranties of the Servicer53 ARTICLE VII COVENANTS57 SECTION 7.01Covenants of the Borrower57 SECTION 7.02Covenants of the Servicer64 SECTION 7.03Separate Existence of the Borrower69 ARTICLE VIII ADMINISTRATION AND COLLECTION OF RECEIVABLES72 SECTION 8.01Appointment of the Servicer72 SECTION 8.02Duties of the Servicer73 SECTION 8.03Collection Account Arrangements74- i -TABLE OF CONTENTS(continued)Page SECTION 8.04Enforcement Rights75 SECTION 8.05Responsibilities of the Borrower76 SECTION 8.06Data Processing Services76 SECTION 8.07Servicing Fee76 ARTICLE IX EVENTS OF DEFAULT77 SECTION 9.01Events of Default77 ARTICLE X THE ADMINISTRATIVE AGENT81 SECTION 10.01Authorization and Action81 SECTION 10.02Administration Agent’s Reliance, Etc.81 SECTION 10.03Administrative Agent and Affiliates81 SECTION 10.04Indemnification of Administrative Agent82 SECTION 10.05Delegation of Duties82 SECTION 10.06Action of Inaction by Administrative Agent82 SECTION 10.07Notice of Events of Default; Action by Administrative Agent82 SECTION 10.08Non-Reliance on Administrative Agent and Other Parties83 SECTION 10.09Successor Administrative Agent83 SECTION 10.10Structuring Agent84 ARTICLE XI THE GROUP AGENTS84 SECTION 11.01Authorization and Action84 SECTION 11.02Group Agent’s Reliance Etc.84 SECTION 11.03Group Agent and Affiliates85 SECTION 11.04Indemnification of Group Agents85 SECTION 11.05Delegation of Duties85 SECTION 11.06Notice of Events of Default85 SECTION 11.07Non-Reliance on Group Agent and Other Parties85 SECTION 11.08Successor Group Agent86 SECTION 11.09Reliance on Group Agent86 ARTICLE XII INDEMNIFICATION86 SECTION 12.01Indemnities by the Borrower86 SECTION 12.02Indemnification by the Servicer90 ARTICLE XIII MISCELLANEOUS91 SECTION 13.01Amendments, Etc.91 SECTION 13.02Notices, Etc.92 SECTION 13.03Assignability; Addition of Lenders92 SECTION 13.04Costs and Expenses96 SECTION 13.05No proceeding; Limitation on Payments96 SECTION 13.06Confidentiality97 SECTION 13.07GOVERNING LAW99- ii -TABLE OF CONTENTS(continued)Page SECTION 13.08Execution in Counterparts99 SECTION 13.09Integration; Binding Effect; Survival of Termination99 SECTION 13.10CONSENT TO JURISDICTION99 SECTION 13.11WAIVER OF JURY TRIAL100 SECTION 13.12Ratable Payments100 SECTION 13.13Limitation of Liability100 SECTION 13.14Intent of the Parties101 SECTION 13.15USA Patriot Act101 SECTION 13.16Right of Setoff101 SECTION 13.17Severability102 SECTION 13.18Mutual Negotiations102 SECTION 13.19Captions and Cross References102- iii -TABLE OF CONTENTS(continued)PageEXHIBITS EXHIBIT A-Form of Loan RequestEXHIBIT B-Form of Reduction NoticeEXHIBIT C-Form of Assignment and Acceptance AgreementEXHIBIT D-Form of Assumption AgreementEXHIBIT E-Credit and Collection PolicyEXHIBIT F-Form of Information PackageEXHIBIT G-Form of Compliance CertificateEXHIBIT H-Closing MemorandumEXHIBIT I-Form of Interim Report SCHEDULES SCHEDULE I-CommitmentsSCHEDULE II-Lock-Boxes, Collection Accounts, Servicer Accounts and Collection Account BanksSCHEDULE III-Notice AddressesSCHEDULE IV-Excluded ObligorsSCHEDULE V-Financial CovenantSCHEDULE VI-Affected Filings- iv -This RECEIVABLES FINANCING AGREEMENT (as amended, restated, supplemented or otherwise modified from time totime, this “ Agreement ”) is entered into as of December 20, 2016 by and among the following parties:(i) OLIN FINANCE COMPANY, LLC, a Delaware limited liability company, as Borrower (together with itssuccessors and assigns, the “ Borrower ”);(ii) the Persons from time to time party hereto as Lenders and as Group Agents;(iii) PNC BANK, NATIONAL ASSOCIATION (“ PNC ”), as Administrative Agent;(iv) OLIN CORPORATION, a Virginia corporation, in its individual capacity (“ Olin ”) and as initial servicer (insuch capacity, together with its successors and assigns in such capacity, the “ Servicer ”); and(v) PNC CAPITAL MARKETS LLC, a Pennsylvania limited liability company, as Structuring Agent.PRELIMINARY STATEMENTSThe Borrower has acquired, and will acquire from time to time, Receivables from the Originator(s) pursuant to the Purchaseand Sale Agreement. The Borrower has requested that the Lenders make Loans from time to time to the Borrower, on the terms, andsubject to the conditions set forth herein, secured by, among other things, the Receivables.In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is herebyacknowledged, the parties hereto agree as follows:ARTICLE IDEFINITIONSSECTION 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):“ Account Control Agreement ” means each agreement, in form and substance satisfactory to the Administrative Agent,among the Borrower, the Servicer (if applicable), the Administrative Agent and a Collection Account Bank, governing the terms ofthe related Collection Accounts that (i) provides the Administrative Agent with control within the meaning of the UCC over thedeposit accounts subject to such agreement and (ii) by its terms, may not be terminated or canceled by the related Collection AccountBank without the written consent of the Administrative Agent or upon no less than sixty (60) days’ prior written notice to theAdministrative Agent, as the same may be amended, restated, supplemented or otherwise modified from time to time.“ Adjusted LIBOR ” means with respect to any Tranche Period, the interest rate per annum determined by the applicableGroup Agent by dividing (the resulting quotient rounded upwards, if necessary, to the nearest 1/100th of 1% per annum) (i) the rateof interest determined by such Group Agent in accordance with its usual procedures (which determination shall be conclusive absentmanifest error) to be the rate per annum for deposits in Dollars as reported on the Reuters Screen LIBOR01 Page or any other pagethat may replace such page from time to time for the purpose of displaying offered rates of leading banks for London interbankdeposits in United States dollars for such Tranche Period (or on any successor or substitute page of such service, or any successor toor substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, asdetermined by such Group Agent from time to time for purposes of providing quotations of interest rates applicable to dollar depositsin the London interbank market) at or about 11:00 a.m. (London time) on the Business Day which is two (2) Business Days prior tothe first day of such Tranche Period for an amount comparable to the Portion of Capital to be funded at Adjusted LIBOR during suchTranche Period, by (ii) a number equal to 1.00 minus the Euro-Rate Reserve Percentage; provided , however , that with respect to theinitial Tranche Period for a Loan that is not advanced on a Monthly Settlement Date, Adjusted LIBOR shall be the interest rate perannum equal to LMIR for each day during such initial Tranche Period from the date that such Loan is made pursuant to Section 2.02until the next-occurring Monthly Settlement Date. The calculation of Adjusted LIBOR may also be expressed by the followingformula:Composite of London interbank offered rates shown onReuters Screen LIBOR01 Pageor appropriate successorAdjusted LIBOR = 1.00 - Euro-Rate Reserve PercentageAdjusted LIBOR shall be adjusted on the effective date of any change in the Euro-Rate Reserve Percentage as of sucheffective date. The applicable Group Agent shall give prompt notice to the Borrower of Adjusted LIBOR as determined or adjustedin accordance herewith (which determination shall be conclusive absent manifest error). Notwithstanding the foregoing, if AdjustedLIBOR as determined herein would be less than zero (0.00), such rate shall be deemed to be zero percent (0.00%) for purposes ofthis Agreement.“ Administrative Agent ” means PNC, in its capacity as contractual representative for the Credit Parties, and any successorthereto in such capacity appointed pursuant to Article X or Section 13.03(g) .“ Adverse Claim ” means any ownership interest or claim, mortgage, deed of trust, pledge, lien, security interest,hypothecation, charge or other encumbrance or security arrangement of any nature whatsoever, whether voluntarily or involuntarilygiven, including, any conditional sale or title retention arrangement, and any assignment, deposit arrangement or lease intended as,or having the effect of, security and any filed financing statement or other notice of any of the foregoing (whether or not a lien orother encumbrance is created or exists at the time of the filing); it being understood that any of the foregoing in favor of, or assignedto, the Administrative Agent (for the benefit of the Secured Parties) shall not constitute an Adverse Claim; it being furtherunderstood 2 that any of the foregoing related to the filed financing statements set forth in Schedule VI (such filings, the “ Affected Filings ”) shallbe deemed to not be an Adverse Claim to the extent the requirements set forth in Section 7.01(y) are satisfied.“ Affected Person ” means each Credit Party, each Program Support Provider and each Liquidity Agent.“ Affiliate ” means, as to any Person: any Person that, directly or indirectly, is in control of, is controlled by or is undercommon control with such Person, except that, in the case of each Conduit Lender, Affiliate shall mean the holder(s) of its CapitalStock or membership interests, as the case may be. For purposes of this definition, control of a Person shall mean the power, director indirect, whether or not exercised, to direct or cause the direction of the management and policies of such Person, in either casewhether by ownership of securities, contract, proxy or otherwise.“ Aggregate Capital ” means, at any time of determination, the aggregate outstanding Capital of all Lenders at such time.“ Aggregate Interest ” means, at any time of determination, the aggregate accrued and unpaid Interest on the Loans of allLenders at such time.“ Agreement ” has the meaning set forth in the preamble to this Agreement.“ Anti-Corruption Laws ” means all laws, rules and regulations of any jurisdiction applicable to the Servicer, Borrower,Parent or its Subsidiaries from time to time concerning or relating to bribery or corruption.“ Applicable Law ” means, with respect to any Person, (x) all provisions of law, statute, treaty, constitution, ordinance, rule,regulation, ordinance, requirement, restriction, permit, executive order, certificate, decision, directive or order of any GovernmentalAuthority applicable to such Person or any of its property and (y) all judgments, injunctions, orders, writs, decrees and awards of allcourts and arbitrators in proceedings or actions in which such Person is a party or by which any of its property is bound. For theavoidance of doubt, FATCA shall constitute an “Applicable Law” for all purposes of this Agreement.“ Assignment and Acceptance Agreement ” means an assignment and acceptance agreement entered into by a CommittedLender, an Eligible Assignee, such Committed Lender’s Group Agent and the Administrative Agent, and, if required, the Borrower,pursuant to which such Eligible Assignee may become a party to this Agreement, in substantially the form of Exhibit C hereto.“ Assumption Agreement ” has the meaning set forth in Section 13.03(i) .“ Attorney Costs ” means and includes all reasonable and documented fees, costs, expenses and disbursements of any lawfirm or other external counsel.“ Bankruptcy Code ” means the United States Bankruptcy Reform Act of 1978 (11 U.S.C. § 101, et seq.), as amended fromtime to time. 3 “ Base Rate ” means, for any day and any Lender, a fluctuating interest rate per annum as shall be in effect from time to time,which rate shall be at all times equal to the greater of:(a) the rate of interest in effect for such day as publicly announced from time to time by the applicable Group Agentor its Affiliate as its “reference rate” or “prime rate”, as applicable. Such “reference rate” or “prime rate” is set by theapplicable Group Agent or its Affiliate based upon various factors, including such Person’s costs and desired return, generaleconomic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, aboveor below such announced rate, and is not necessarily the lowest rate charged to any customer; and(b) a half percent (0.50%) per annum above the latest Federal Funds Rate.“ Borrower ” has the meaning specified in the preamble to this Agreement.“ Borrower Indemnified Amounts ” has the meaning set forth in Section 12.01(a) .“ Borrower Indemnified Party ” has the meaning set forth in Section 12.01(a) .“ Borrower Obligations ” means all present and future indebtedness, reimbursement obligations, and other liabilities andobligations (howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or due or to become due) ofthe Borrower to any Credit Party, Borrower Indemnified Party and/or any Affected Person, arising under or in connection with thisAgreement or any other Transaction Document or the transactions contemplated hereby or thereby, and shall include, withoutlimitation, all Capital and Interest on the Loans, all Fees and all other amounts due or to become due under the TransactionDocuments (whether in respect of fees, costs, expenses, indemnifications or otherwise), including, without limitation, interest, feesand other obligations that accrue after the commencement of any Insolvency Proceeding with respect to the Borrower (in each casewhether or not allowed as a claim in such proceeding).“ Borrower’s Net Worth ” means, at any time of determination, an amount equal to (i) the Outstanding Balance of all PoolReceivables at such time, minus (ii) the sum of (A) the Aggregate Capital at such time, plus (B) the Aggregate Interest at such time,plus (C) the aggregate accrued and unpaid Fees at such time, plus (D) the aggregate outstanding principal balance of allSubordinated Notes at such time, plus (E) the aggregate accrued and unpaid interest on all Subordinated Notes at such time, plus (F)without duplication, the aggregate accrued and unpaid other Borrower Obligations at such time.“ Borrowing Base ” means, at any time of determination, the amount equal to the lesser of (a) the Facility Limit and (b) theamount equal to (i) the Net Receivables Pool Balance at such time, minus (ii) the sum of (x) the Total Reserves, plus (y) theContractual Dilution Accrual, in each case, at such time.“ Borrowing Base Deficit ” means, at any time of determination, the amount, if any, by which (a) the Aggregate Capital atsuch time, exceeds (b) the Borrowing Base at such time, or, in each case, if such day is not a Business Day, then the immediatelypreceding Business Day. 4 “ Breakage Fee ” means (i) for any Interest Period for which Interest is computed by reference to the CP Rate, LMIR, orAdjusted LIBOR and a reduction of Capital is made for any reason on any day other than a Settlement Date or (ii) to the extent thatthe Borrower shall for any reason, fail to borrow on the date specified by the Borrower in connection with any request for fundingpursuant to Article II of this Agreement, the amount, if any, by which (A) the additional Interest (calculated without taking intoaccount any Breakage Fee or any shortened duration of such Interest Period pursuant to the definition thereof) which would haveaccrued during such Interest Period (or, in the case of clause (i) above, until the maturity of the underlying Note) on the reductions ofCapital relating to such Interest Period had such reductions not been made (or, in the case of clause (ii) above, the amounts so failedto be borrowed or accepted in connection with any such request for funding by the Borrower), exceeds (B) the income, if any,received by the applicable Lender from the investment of the proceeds of such reductions of Capital (or such amounts failed to beborrowed by the Borrower). A certificate as to the amount of any Breakage Fee (including the computation of such amount) shall besubmitted by the affected Lender (or applicable Group Agent on its behalf) to the Borrower and shall be conclusive and binding forall purposes, absent manifest error.“ Business Day ” means any day (other than a Saturday or Sunday) on which: (a) banks are not authorized or required toclose in Pittsburgh, Pennsylvania or New York City, New York and (b) if this definition of “Business Day” is utilized in connectionwith Adjusted LIBOR or LMIR, dealings are carried out in the London interbank market.“ Capital ” means, with respect to any Lender, without duplication, the aggregate amounts paid to, or on behalf of, theBorrower in connection with all Loans made by such Lender pursuant to Article II , as reduced from time to time by Collectionsdistributed and applied on account of such Capital pursuant to Section 3.01 ; provided , that if such Capital shall have been reducedby any distribution and thereafter all or a portion of such distribution is rescinded or must otherwise be returned for any reason, suchCapital shall be increased by the amount of such rescinded or returned distribution as though it had not been made.“ Capital Stock ” means, with respect to any Person, any and all common shares, preferred shares, interests, participations,rights in or other equivalents (however designated) of such Person’s capital stock, partnership interests, limited liability companyinterests, membership interests or other equivalent interests and any rights (other than debt securities convertible into orexchangeable for capital stock), warrants or options exchangeable for or convertible into such capital stock or other equity interests.“ Change in Control ” means the occurrence of any of the following:(a) Olin ceases to own, directly, 100% of the issued and outstanding Capital Stock and all other equityinterests of the Borrower; or(b) (i) any “person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act) shallacquire “beneficial ownership” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than thirty-three and one third percent (33 1/3%) of the voting power of the then outstanding Capital Stock of Olin entitled to vote 5 generally in the election of the directors of Olin (excluding Capital Stock having such power only by reason of acontingency) or (ii) the members of the board of directors of Olin (the “ Board ”) at the commencement of any period ofseven hundred thirty (730) consecutive days (together with any other directors whose appointment or election by the Board orwhose nomination for election by stockholders of Olin was approved by a vote of at least a majority of the directors then inoffice who either were directors at the beginning of such period or whose appointment or election or nomination for electionwas previously so approved) shall cease to constitute a majority of the Board at the end of such period; provided , however ,that a Change in Control shall not be deemed to have occurred under clause (i) hereof if (x) Olin shall have merged ordisposed of a portion of its assets in compliance with the requirements of Section 7.02(n) within ten (10) days after theacquisition of such beneficial ownership shall have occurred and (y) no person or group shall have beneficial ownership ofmore than thirty-three and one third percent (33 1/3%) of the voting power of the then outstanding Capital Stock of Olinentitled to vote generally in the election of the directors of Olin (excluding Capital Stock having such power only by reasonof a contingency) after such merger or disposition.“ Change in Law ” means the occurrence, after the Closing Date (or with respect to any Lender, if later, the date on whichsuch Lender becomes a Lender), 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 anyGovernmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force oflaw) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (w) the final rule titled Risk-Based Capital Guidelines; Capital Adequacy Guidelines; Capital Maintenance: Regulatory Capital; Impact of Modifications toGenerally Accepted Accounting Principles; Consolidation of Asset-Backed Commercial Paper Programs; and Other Related Issues ,adopted by the United States bank regulatory agencies on December 15, 2009, (x) the Dodd-Frank Wall Street Reform andConsumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) allrequests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on BankingSupervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to theagreements reached by the Basel Committee on Banking Supervision in “Basel III: A Global Regulatory Framework for MoreResilient Banks and Banking Systems” (as amended, supplemented or otherwise modified or replaced from time to time), shall ineach case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.“ Closing Date ” means December 21, 2016.“ Code ” means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time.“ Collateral ” has the meaning set forth in Section 4.05(a) .“ Collection Account ” means each account listed on Schedule II to this Agreement (as such schedule may be modified fromtime to time in connection with the closing or opening of any 6 Collection Account in accordance with the terms hereof), in each case, in the name of the Borrower and maintained at a bank orother financial institution acting as a Collection Account Bank pursuant to an Account Control Agreement for the purpose ofreceiving Collections.“ Collection Account Bank ” means any of the banks or other financial institutions holding one or more Collection Accounts.“ Collections ” means, with respect to any Pool Receivable: (a) all funds that are received by any Originator, the Borrower,the Servicer or any other Person on their behalf in payment of any amounts owed in respect of such Pool Receivable (includingpurchase price, finance charges, interest and all other charges), or applied to amounts owed in respect of such Pool Receivable(including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or propertyof the related Obligor or any other Person directly or indirectly liable for the payment of such Pool Receivable and available to beapplied thereon), (b) all Deemed Collections, (c) all proceeds of all Related Security with respect to such Pool Receivable and (d) allother proceeds of such Pool Receivable.“ Commitment ” means, with respect to any Committed Lender (including a Related Committed Lender), the maximumaggregate amount which such Person is obligated to lend or pay hereunder on account of all Loans, on a combined basis, as set forthon Schedule I or in the Assumption Agreement or other agreement pursuant to which it became a Lender, as such amount may bemodified in connection with any subsequent assignment pursuant to Section 13.03 or in connection with a reduction in the FacilityLimit pursuant to Section 2.02(e) . If the context so requires, “Commitment” also refers to a Committed Lender’s obligation to makeLoans hereunder in accordance with this Agreement.“ Committed Lenders ” means PNC and each other Person that is or becomes a party to this Agreement in the capacity of a“Committed Lender”.“ Concentration Percentage ” means (i) for any Group A Obligor, fifteen percent (15.0%), (ii) for any Group B Obligor,twelve and a half percent (12.5%), (iii) for any Group C Obligor, ten percent (10%) and (iv) for any Group D Obligor, seven and ahalf percent (7.5%).“ Concentration Reserve Percentage ” means, at any time of determination, the largest of: (a) the sum of the four (4) largestObligor Percentages of the Group D Obligors, (b) the sum of the two (2) largest Obligor Percentages of the Group C Obligors and(c) the largest Obligor Percentage of the Group B Obligors.“ Conduit Lender ” means each commercial paper conduit that is or becomes a party to this Agreement in the capacity of a“Conduit Lender”.“ Confidential Information ” has the meaning set forth in Section 13.06(b) .“ Contract ” means, with respect to any Receivable, any and all contracts, instruments, agreements, leases, invoices, notes orother writings pursuant to which such Receivable arises or 7 that evidence such Receivable or under which an Obligor becomes or is obligated to make payment in respect of such Receivable.“ Contractual Dilution Accrual ” means, at any time of determination, the aggregate amount of dilution or similar adjustmentsarising out of volume rebates, terms discounts, indirect rebates, direct rebates (net of any direct rebate recovery) and key promotionalprograms which are customary for the Originators and specified in the related Contract or applicable marketing program related tothe applicable Receivable and Obligor thereof that are expected by the Servicer to be made or otherwise incurred with respect to thethen outstanding Pool Receivables as such expected dilution and similar adjustments are reflected on the books and records of eachOriginator and reserved for by each Originator, as determined in consultation with the external accountants of Olin and inaccordance with the customary procedures established by the Originators and such accountants.“ Controlled Group ” means all members of a controlled group of corporations or other business entities and all trades orbusinesses (whether or not incorporated) under common control which, together with Parent or any of its Subsidiaries, are treated asa single employer under Section 414 of the Code.“ Covered Entity ” means (a) each of Borrower, the Servicer, each Originator, the Parent and each of Parent’s Subsidiariesand (b) each Person that, directly or indirectly, is in control of a Person described in clause (a) above. For purposes of this definition,control of a Person shall mean the direct or indirect power to direct or cause the direction of the management and policies of suchPerson whether by ownership of equity interests, contract or otherwise.“ CP Rate ” means, for any Conduit Lender and for any Interest Period for any Portion of Capital (a) the per annum rateequivalent to the weighted average cost (as determined by the applicable Group Agent and which shall include commissions ofplacement agents and dealers, incremental carrying costs incurred with respect to Notes of such Person maturing on dates other thanthose on which corresponding funds are received by such Conduit Lender, other borrowings by such Conduit Lender (other thanunder any Program Support Agreement) and any other costs associated with the issuance of Notes) of or related to the issuance ofNotes that are allocated, in whole or in part, by the applicable Conduit Lender to fund or maintain such Portion of Capital (and whichmay be also allocated in part to the funding of other assets of such Conduit Lender); provided , however , that if any component ofsuch rate is a discount rate, in calculating the “ CP Rate ” for such Portion of Capital for such Interest Period, the applicable GroupAgent shall for such component use the rate resulting from converting such discount rate to an interest bearing equivalent rate perannum ; provided , further , that notwithstanding anything in this Agreement or the other Transaction Documents to the contrary, theBorrower agrees that any amounts payable to Conduit Lenders in respect of Interest for any Interest Period with respect to anyPortion of Capital funded by such Conduit Lenders at the CP Rate shall include an amount equal to the portion of the face amount ofthe outstanding Notes issued to fund or maintain such Portion of Capital that corresponds to the portion of the proceeds of suchNotes that was used to pay the interest component of maturing Notes issued to fund or maintain such Portion of Capital, to the extentthat such Conduit Lenders had not received payments of interest in respect of such interest component prior to the maturity date ofsuch maturing Notes (for purposes of the foregoing, the “interest component” of Notes equals the 8 excess of the face amount thereof over the net proceeds received by such Conduit Lender from the issuance of Notes, except that ifsuch Notes are issued on an interest-bearing basis its “interest component” will equal the amount of interest accruing on such Notesthrough maturity) or (b) any other rate designated as the “CP Rate” for such Conduit Lender in the Assumption Agreement or otherdocument pursuant to which such Person becomes a party as a Conduit Lender to this Agreement, or any other writing or agreementprovided by such Conduit Lender to the Borrower, the Servicer and the applicable Agent from time to time. The “CP Rate” for anyConduit Lender for any day while an Event of Default has occurred and is continuing shall be an interest rate equal to the greater of(i) two percent (2.00%) per annum above the Base Rate and (ii) two percent (2.00%) per annum above the “CP Rate” calculatedwithout giving effect to such Event of Default.“ Credit and Collection Policy ” means, as the context may require, those receivables credit and collection policies andpractices of the Originators and/or Servicer in effect on the Closing Date and described in Exhibit E , as modified in compliance withthis Agreement.“ Credit Extension ” means the making of any Loan.“ Credit Party ” means each Lender, the Administrative Agent and each Group Agent.“ Days’ Sales Outstanding ” means, for any Fiscal Month, an amount computed as of the last day of such Fiscal Month equalto: (a) the average of the Outstanding Balance of all Pool Receivables as of the last day of each of the three (3) most recent FiscalMonths ended on the last day of such Fiscal Month, divided by (b) (i) the aggregate initial Outstanding Balance of all PoolReceivables generated by the Originators during the three (3) most recent Fiscal Months ended on the last day of such Fiscal Month,divided by (ii) ninety (90).“ Debt ” means, as to any Person at any time of determination, any and all indebtedness, obligations or liabilities (whethermatured or unmatured, liquidated or unliquidated, direct or indirect, absolute or contingent, or joint or several) of such Person for orin respect of: (i) borrowed money, (ii) amounts raised under or liabilities in respect of any bonds, debentures, notes, note purchase,acceptance or credit facility, or other similar instruments or facilities, (iii) reimbursement obligations (contingent or otherwise) underany letter of credit, (iv) any other transaction (including production payments (excluding royalties), installment purchase agreements,forward sale or purchase agreements, capitalized leases and conditional sales agreements) having the commercial effect of aborrowing of money entered into by such Person to finance its operations or capital requirements (but not including accounts payableincurred in the ordinary course of such Person’s business payable on terms customary in the trade), (v) all net obligations of suchPerson in respect of interest rate on currency hedges or (vi) any Guaranty of any such Debt.“ Deemed Collections ” has the meaning set forth in Section 3.01(d) .“ Defaulting Lender ” means any Lender that (a) has failed, within two (2) Business Days of the date required to be funded orpaid, to (i) fund any portion of its Loans or (ii) pay over to any Credit Party any other amount required to be paid by it hereunder,unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of suchLender’s good faith determination that a condition precedent to funding (specifically identified 9 and including the particular default, if any) has not been satisfied, (b) has notified the Borrower or any Credit Party in writing, or hasmade a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under thisAgreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determinationthat a condition precedent (specifically identified and including the particular default, if any) to funding a Loan under this Agreementcannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three (3)Business Days after request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer ofsuch Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans underthis Agreement, provided , that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’sreceipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of anInsolvency Proceeding.“ Default Ratio ” means the ratio (expressed as a percentage and rounded to the nearest 1/100 of 1%, with 5/1000th of 1%rounded upward) computed as of the last day of each Fiscal Month by dividing : (a) the aggregate Outstanding Balance of all PoolReceivables that became Defaulted Receivables during such Fiscal Month, by (b) the aggregate initial Outstanding Balance of allPool Receivables generated by the Originators during the month that is four (4) Fiscal Months before such Fiscal Month.“ Defaulted Receivable ” means a Receivable:(a) as to which any payment, or part thereof, remains unpaid for ninety one (91) days or more from theoriginal due date for such payment;(b) without duplication, which, consistent with the Credit and Collection Policy, is or should be written off theapplicable Originator’s or the Borrower’s books as uncollectible; or(c) without duplication, as to which an Insolvency Proceeding shall have occurred with respect to the Obligorthereof or any other Person obligated thereon or owning any Related Security with respect thereto;provided , however , that in each case above such amount shall be calculated without giving effect to any netting of creditsthat have not been matched to a particular Receivable for the purposes of aged trial balance reporting.“ Delinquency Ratio ” means the ratio (expressed as a percentage and rounded to the nearest 1/100 of 1%, with 5/1000th of1% rounded upward) computed as of the last day of each Fiscal Month by dividing : (a) the sum of (I) the aggregate OutstandingBalance of all Pool Receivables that were Delinquent Receivables on such day, plus (II) the aggregate amount of DeemedCollections as of such date with respect to such Delinquent Receivables, by (b) the aggregate Outstanding Balance of all PoolReceivables on such day. 10 “ Delinquent Receivable ” means a Receivable as to which any payment, or part thereof, remains unpaid for sixty-one (61)days or more from the original due date for such payment; provided , however , that such amount shall be calculated without givingeffect to any netting of credits that have not been matched to a particular Receivable for the purposes of aged trial balance reporting.“ Dilution Horizon Ratio ” means, for any Fiscal Month, the ratio (expressed as a percentage and rounded to the nearest1/100th of 1%, with 5/1000th of 1% rounded upward) computed as of the last day of such Fiscal Month by dividing : (a) the sum of(i) the aggregate initial Outstanding Balance of all Pool Receivables generated by the Originators during such Fiscal Month, plus (ii)100.00% of the aggregate initial Outstanding Balance of all Pool Receivables generated by the Originators during the precedingFiscal Month, by (b) the Net Receivables Pool Balance as of the last day of such Fiscal Month. Within thirty (30) days of thecompletion and the receipt by the Administrative Agent of the results of any annual audit or field exam of the Receivables and theservicing and origination practices of the Servicer and the Originators, the numerator of the Dilution Horizon Ratio may be adjustedby the Administrative Agent upon not less than five (5) Business Days’ notice to the Borrower to reflect such number of FiscalMonths as the Administrative Agent reasonably believes best reflects the business practices of the Servicer and the Originators andthe actual amount of dilution and Deemed Collections that occur with respect to Pool Receivables based on the weighted averagedilution lag calculation completed as part of such audit or field exam.“ Dilution Ratio ” means the ratio (expressed as a percentage and rounded to the nearest 1/100th of 1%, with 5/1000th of 1%rounded upward), computed as of the last day of each Fiscal Month by dividing : (a) the aggregate amount of Deemed Collectionsduring such Fiscal Month (other than amounts that relate to amounts covered by the Contractual Dilution Accrual), by (b) theaggregate initial Outstanding Balance of all Pool Receivables generated by the Originators during the prior Fiscal Month.“ Dilution Reserve Percentage ” means, on any day, the product of (a) the Dilution Horizon Ratio multiplied by (b) the sumof (i) 2.00 times the average of the Dilution Ratios for the twelve (12) most recent Fiscal Months and (ii) the Dilution VolatilityComponent.“ Dilution Volatility Component ” means, for any Fiscal Month, the product (expressed as a percentage and rounded to thenearest 1/100 of 1%, with 5/1000th of 1% rounded upward) of (a) the positive difference, if any, between: (i) the highest DilutionRatio for any Fiscal Month during the twelve (12) most recent Fiscal Months and (ii) the arithmetic average of the Dilution Ratiosfor such twelve (12) Fiscal Months times (b) the quotient of (i) the highest Dilution Ratio for any Fiscal Month during the twelve(12) most recent consecutive Fiscal Months divided by (ii) the arithmetic average of the Dilution Ratios for such twelve (12)consecutive Fiscal Months.“ Dollars ” and “ $ ” each mean the lawful currency of the United States of America.“ Eligible Assignee ” means (i) any Committed Lender or any of its Affiliates, (ii) any Person managed by a CommittedLender or any of its Affiliates and (iii) any other financial or other institution. 11 “ Eligible Foreign Obligor ” an Obligor that is a corporation or other business organization that is organized in and that has ahead office (domicile), registered office, and chief executive office located in a country other than (x) the United States or (y) aSanctioned Country.“ Eligible In-Transit Receivable ” means, at any time, any In-Transit Receivable if (i) the related goods have been shippednot more than thirty (30) days prior to such date, (ii) the related Originator has not pledged inventory as collateral for any Debt and(y) no inventory of such Originator is encumbered in any way.“ Eligible Receivable ” means, at any time of determination, a Pool Receivable:(a) the Obligor of which is: (i) either a U.S. Obligor or an Eligible Foreign Obligor; (ii) not a SanctionedPerson; (iii) not subject to any Insolvency Proceeding; (iv) not an Affiliate of the Borrower, the Servicer, the Parent or anyOriginator; (v) not the Obligor with respect to Delinquent Receivables with an aggregate Outstanding Balance exceeding fiftypercent (50%) of the aggregate Outstanding Balance of all such Obligor’s Pool Receivables; (vi) not a natural person; and(vii) not a material supplier to any Originator or an Affiliate of a material supplier;(b) for which an Insolvency Proceeding shall not have occurred with respect to the Obligor thereof or anyother Person obligated thereon or owning any Related Security with respect thereto;(c) that is denominated and payable only in Dollars in the United States of America, and the Obligor withrespect to which has been instructed to remit Collections in respect thereof directly to a Lock-Box or Collection Account inthe United States of America;(d) that does not have a due date which is more than two hundred ten (210) days after the original invoice dateof such Receivable;(e) that arises under a Contract for the sale of goods or services on an arm’s-length basis in the ordinary courseof the applicable Originator’s business;(f) that arises under a duly authorized Contract that is in full force and effect and that is a legal, valid andbinding obligation of the related Obligor, enforceable against such Obligor in accordance with its terms, except as suchenforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting theenforcement of creditors’ rights generally and by general principles of equity regardless of whether enforceability isconsidered in a proceeding in equity or at law;(g) that, together with the Contract related thereto, conforms in all material respects with all Applicable Laws(including any Applicable Laws relating to usury, truth in lending, fair credit billing, fair credit reporting, equal creditopportunity, fair debt collection practices and privacy); 12 (h) with respect to which all consents, licenses, approvals or authorizations of, or registrations or declarationswith or notices to, any Governmental Authority or other Person required to be obtained, effected or given by an Originator inconnection with the creation of such Receivable, the execution, delivery and performance by such Originator of the relatedContract or the sale and assignment thereof under the Purchase and Sale Agreement have been duly obtained, effected orgiven and are in full force and effect;(i) that is not subject to any existing dispute, litigation, right of rescission, set-off (including, customerdeposits, advance payments (including payments related to unearned revenues), etc.), counterclaim, hold back defense, anyother defense against the applicable Originator (or any assignee of such Originator) or Adverse Claim, and the Obligor ofwhich holds no right as against the applicable Originator to cause such Originator to repurchase the goods or merchandise,the sale of which shall have given rise to such Receivable;(j) that, (i) satisfies all applicable requirements of the Credit and Collection Policy and (ii) together with theContract related thereto, has not been modified, waived or restructured since its creation, except as permitted pursuant toSection 8.02(a) of this Agreement;(k) in which the Borrower owns good and valid title, free and clear of any Adverse Claims, and that is freelyassignable (including without any consent of the related Obligor or any Governmental Authority);(l) for which the Administrative Agent (on behalf of the Secured Parties) shall have a valid and enforceablefirst priority perfected security interest therein and in the Related Security and Collections with respect thereto, in each casefree and clear of any Adverse Claim;(m) that (x) constitutes an “account” or “payment intangible” (as defined in the UCC), (y) is not evidenced byinstruments or chattel paper and (z) does not constitute, or arise from the sale of, as extracted collateral (as defined in theUCC);(n) that is neither a Defaulted Receivable nor a Delinquent Receivable;(o) for which no Originator, the Borrower, the Parent or the Servicer has established any offset or nettingarrangements with the related Obligor in connection with the ordinary course of payment of such Receivable;(p) that, other than for Eligible In-Transit Receivables, represents amounts earned and payable by the Obligorand the related goods or merchandise shall have been shipped and/or services performed;(q) which (i) does not arise from a sale of accounts made as part of a sale of a business or constitute anassignment for the purpose of collection only, (ii) is not a transfer of a single account made in whole or partial satisfaction ofa preexisting indebtedness or an 13 assignment of a right to payment under a contract to an assignee that is also obligated to perform under the contract and (iii)is not a transfer of an interest in or an assignment of a claim under a policy of insurance;(r) which does not relate to the sale of any consigned goods or finished goods which have incorporated anyconsigned goods into such finished goods;(s) that, if such Receivable is an In-Transit Receivable, is an Eligible In-Transit Receivable; and(t) represents amounts that have been recognized as revenue by the applicable Originator on its financial booksand records under GAAP.“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any rule orregulation issued thereunder.“ ERISA Affiliate ” means, with respect to any Person, any corporation, trade or business which together with the Person is amember of a controlled group of corporations or a controlled group of trades or businesses and would be deemed a “singleemployer” within the meaning of Sections 414(b), (c), (m) of the Code or Section 4001(b) of ERISA.“ Euro-Rate Reserve Percentage ” means, the maximum effective percentage in effect on such day as prescribed by the Boardof Governors of the Federal Reserve System (or any successor) for determining the reserve requirements (including withoutlimitation, supplemental, marginal, and emergency reserve requirements) with respect to eurocurrency funding.“ Event of Default ” has the meaning specified in Section 9.01 . For the avoidance of doubt, any Event of Default that occursshall be deemed to be continuing at all times thereafter unless and until waived in accordance with Section 13.01 .“ Excess Concentration ” means the sum of the following amounts, without duplication:(a) the sum of the amounts calculated for each of the Obligors equal to the excess (if any) of (i) aggregateOutstanding Balance of the Eligible Receivables of such Obligor, over (ii) the product of (x) such Obligor’s ConcentrationPercentage, multiplied by (y) the aggregate Outstanding Balance of all Eligible Receivables; plus(b) the excess (if any) of (i) the aggregate Outstanding Balance of all Eligible Receivables, the Obligors ofwhich are Governmental Authorities, net of any other Excess Concentration amounts, over (ii) the product of (x) seven andone half percent (7.5%), multiplied by (y) the aggregate Outstanding Balance of all Eligible Receivables then in theReceivables Pool; plus(c) the excess (if any) of (i) the aggregate Outstanding Balance of all Eligible Receivables, the Obligors ofwhich are Eligible Foreign Obligors, net of any other Excess Concentration amounts, over (ii) the product of (x) five percent(5.0%), multiplied by (y) 14 the aggregate Outstanding Balance of all Eligible Receivables then in the Receivables Pool; plus(d) the excess (if any) of (i) the aggregate Outstanding Balance of all Eligible In-Transit Receivables, over (ii)the product of (x) if a Ratings Event has occurred and is continuing, zero percent (0.0%), otherwise, five percent (5.0%),multiplied by (y) the aggregate Outstanding Balance of all Eligible Receivables then in the Receivables Pool.“ Exchange Act ” means the Securities Exchange Act of 1934, as amended or otherwise modified from time to time.“ Excluded Obligor ” means each Obligor listed on Schedule IV , which schedule may be amended, modified, restated,supplemented or replaced by Olin from time to time upon forty five (45) days’ prior written notice to the Administrative Agent andeach Group Agent and satisfaction of the conditions set forth in Section 4.5 of the Purchase and Sale Agreement.“ Excluded Receivable ” means any Receivable, the Obligor of which is an Excluded Obligor.“ Excluded Taxes ” means any of the following Taxes imposed on or with respect to an Affected Person or required to bewithheld or deducted from a payment to an Affected Person: (a) Taxes imposed on or measured by net income (howeverdenominated), franchise Taxes and branch profits Taxes, in each case, (i) imposed as a result of such Affected Person beingorganized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, thejurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of aLender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to anapplicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interestin such Loan or its Commitment (other than pursuant to an assignment request by the Borrower pursuant to Section 2.06(b) ) or (ii)such Lender changes its lending office, except in each case to the extent that, pursuant to Section 4.03 , amounts with respect to suchTaxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in such Loanor Commitment or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Affected Person’sfailure to comply with Section 4.03(f) or Section 4.03(g) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.“ Facility Limit ” means $250,000,000 as reduced or increased from time to time pursuant to Section 2.02(e) or 2.02(g) , asapplicable. References to the unused portion of the Facility Limit shall mean, at any time of determination, an amount equal to (x)the Facility Limit at such time, minus (y) the Aggregate Capital.“ FATCA ” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successorversion that is substantively comparable and not materially more onerous to comply with), any current or future regulations orofficial interpretations thereof and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmentalagreement entered into in connection thereof. 15 “ Federal Funds Rate ” means, for any day, the per annum rate set forth in the weekly statistical release designated asH.15(519), or any successor publication, published by the Federal Reserve Board (including any such successor, “H.15(519)”) forsuch day opposite the caption “Federal Funds (Effective).” If on any relevant day such rate is not yet published in H. 15(519), therate for such day will be the rate set forth in the daily statistical release designated as the Composite 3:30 p.m. Quotations for U.S.Government Securities, or any successor publication, published by the Federal Reserve Bank of New York (including any suchsuccessor, the “Composite 3:30 p.m. Quotations”) for such day under the caption “Federal Funds Effective Rate.” If on any relevantday the appropriate rate is not yet published in either H.15(519) or the Composite 3:30 p.m. Quotations, the rate for such day will bethe arithmetic mean as determined by the Administrative Agent of the rates for the last transaction in overnight Federal fundsarranged before 9:00 a.m. (New York time) on that day by each of three leading brokers of Federal funds transactions in New YorkCity selected by the Administrative Agent.“ Federal Reserve Board ” means the Board of Governors of the Federal Reserve System, or any entity succeeding to any ofits principal functions.“ Fee Letter ” has the meaning specified in Section 2.03(a) .“ Fees ” has the meaning specified in Section 2.03(a) .“ Final Maturity Date ” means the date that (i) is thirty (30) days following the Scheduled Termination Date or (ii) suchearlier date on which the Loans become due and payable pursuant to Section 9.01 .“ Final Payout Date ” means the date on or after the Termination Date when (i) the Aggregate Capital and Aggregate Interesthave been paid in full, (ii) all Borrower Obligations shall have been paid in full, (iii) all other amounts owing to the Credit Partiesand any other Borrower Indemnified Party or Affected Person hereunder and under the other Transaction Documents have been paidin full and (iv) all accrued Servicing Fees have been paid in full.“ Financial Covenant(s) ” shall have the meaning set forth in Schedule V , which schedule may be amended, modified,restated, supplemented or replaced by Olin from time to time upon the written consent of the Administrative Agent and each GroupAgent.“ Financial Officer ” of any Person means, the chief executive officer, the chief financial officer, the chief accounting officer,the principal accounting officer, the controller, the treasurer or the assistant treasurer of such Person.“ Fiscal Month ” means each calendar month.“ Fitch ” means Fitch, Inc. and any successor thereto that is a nationally recognized statistical rating organization.“ GAAP ” means generally accepted accounting principles in the United States of America, consistently applied. 16 “ Governmental Authority ” means the government of the United States of America or any other nation, or of any politicalsubdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or otherentity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining togovernment (including any supra-national bodies such as the European Union or the European Central Bank).“ Group ” means, (i) for any Conduit Lender, such Conduit Lender, together with such Conduit Lender’s Related CommittedLenders and related Group Agent, (ii) for PNC, PNC as a Committed Lender and as a Group Agent, (iii) for any other Lender thatdoes not have a Related Conduit Lender, such Lender, together with such Lender’s related Group Agent and each other Lender forwhich such Group Agent acts as a Group Agent hereunder.“ Group A Obligor ” means any Obligor (or its parent or majority owner, as applicable, if such Obligor is not rated) with ashort-term rating of at least: (a) “A-1” by S&P, or if such Obligor does not have a short-term rating from S&P, a rating of “A+” orbetter by S&P on such Obligor’s, its parent’s, or its majority owner’s (as applicable) long-term senior unsecured and uncredit-enhanced debt securities, and (b) “P 1” by Moody’s, or if such Obligor does not have a short-term rating from Moody’s, “Al” orbetter by Moody’s on such Obligor’s, its parent’s or its majority owner’s (as applicable) long-term senior unsecured and uncredit-enhanced debt securities; provided , that if an Obligor (or its parent or majority owner, as applicable, if such Obligor is not rated)receives a split rating from S&P and Moody’s, then such Obligor (or its parent or majority owner, as applicable) shall be deemed tohave the higher rating, and such deemed rating shall be used for the purposes of whether such rating satisfies clauses (a) and (b)above. Notwithstanding the foregoing, any Obligor that is a Subsidiary of an Obligor that satisfies the definition of “Group AObligor” shall be deemed to be a Group A Obligor and shall be aggregated with the Obligor that satisfies such definition for thepurposes of determining the “Concentration Reserve Percentage”, the “Concentration Reserve” and clause (i) of the definition of“Excess Concentration” for such Obligors, unless such deemed Obligor separately satisfies the definition of “Group A Obligor”,“Group B Obligor”, or “Group C Obligor”, in which case such Obligor shall be separately treated as a Group A Obligor, a Group BObligor or a Group C Obligor, as the case may be, and shall be aggregated and combined for such purposes with any of itsSubsidiaries that are Obligors.“ Group Agent ” means each Person acting as agent on behalf of a Group and designated as the Group Agent for such Groupon the signature pages to this Agreement or any other Person who becomes a party to this Agreement as a Group Agent for anyGroup pursuant to an Assumption Agreement, an Assignment and Acceptance Agreement or otherwise in accordance with thisAgreement.“ Group Agent’s Account ” means, with respect to any Group, the account(s) from time to time designated in writing by theapplicable Group Agent to the Borrower and the Servicer for purposes of receiving payments to or for the account of the members ofsuch Group hereunder.“ Group B Obligor ” means an Obligor (or its parent or majority owner, as applicable, if such Obligor is not rated) that is nota Group A Obligor, with a short-term rating of at least: (a) “A-2” by S&P, or if such Obligor does not have a short-term rating fromS&P, a rating of “BBB+” to “A” by S&P on such Obligor’s, its parent’s or its majority owner’s (as applicable) long-term senior 17 unsecured and uncredit-enhanced debt securities, and (b) “P 2” by Moody’s, or if such Obligor does not have a short-term ratingfrom Moody’s, “Baal” to “A2” by Moody’s on such Obligor’s, its parent’s or its majority owner’s (as applicable) long-term seniorunsecured and uncredit-enhanced debt securities; provided , that if an Obligor (or its parent or majority owner, as applicable, if suchObligor is not rated) receives a split rating from S&P and Moody’s, then such Obligor (or its parent or majority owner, as applicable)shall be deemed to have the higher rating, and such deemed rating shall be used for the purposes of whether such rating satisfiesclauses (a) and (b) above. Notwithstanding the foregoing, any Obligor that is a Subsidiary of an Obligor that satisfies the definitionof “Group B Obligor” shall be deemed to be a Group B Obligor and shall be aggregated with the Obligor that satisfies suchdefinition for the purposes of determining the “Concentration Reserve Percentage”, the “Concentration Reserve” and clause (i) of thedefinition of “Excess Concentration” for such Obligors, unless such deemed Obligor separately satisfies the definition of “Group AObligor”, “Group B Obligor”, or “Group C Obligor”, in which case such Obligor shall be separately treated as a Group A Obligor, aGroup B Obligor or a Group C Obligor, as the case may be, and shall be aggregated and combined for such purposes with any of itsSubsidiaries that are Obligors.“ Group C Obligor ” means an Obligor (or its parent or majority owner, as applicable, if such Obligor is not rated) that is nota Group A Obligor or a Group B Obligor, with a short-term rating of at least: (a) “A-3” by S&P, or if such Obligor does not have ashort-term rating from S&P, a rating of “BBB-” to “BBB” by S&P on such Obligor’s, its parent’s or its majority owner’s (asapplicable) long-term senior unsecured and uncredit-enhanced debt securities, and (b) “P 3” by Moody’s, or if such Obligor does nothave a short-term rating from Moody’s, “Baa3” to “Baa2” by Moody’s on such Obligor’s, its parent’s or its majority owner’s (asapplicable) long-term senior unsecured and uncredit-enhanced debt securities; provided , that if an Obligor (or its parent or majorityowner, as applicable, if such Obligor is not rated) receives a split rating from S&P and Moody’s, then such Obligor (or its parent ormajority owner, as applicable) shall be deemed to have the higher rating, and such deemed rating shall be used for the purposes ofwhether such rating satisfies clauses (a) and (b) above. Notwithstanding the foregoing, any Obligor that is a Subsidiary of an Obligorthat satisfies the definition of “Group C Obligor” shall be deemed to be a Group C Obligor and shall be aggregated with the Obligorthat satisfies such definition for the purposes of determining the “Concentration Reserve Percentage”, the “Concentration Reserve”and clause (i) of the definition of “Excess Concentration” for such Obligors, unless such deemed Obligor separately satisfies thedefinition of “Group A Obligor”, “Group B Obligor”, or “Group C Obligor”, in which case such Obligor shall be separately treatedas a Group A Obligor, a Group B Obligor or a Group C Obligor, as the case may be, and shall be aggregated and combined for suchpurposes with any of its Subsidiaries that are Obligors.“ Group Commitment ” means, with respect to any Group, at any time of determination, the aggregate Commitments of allCommitted Lenders within such Group.“ Group D Obligor ” means any Obligor that is not a Group A Obligor, Group B Obligor or Group C Obligor; provided , thatany Obligor (or its parent or majority owner, as applicable, if such Obligor is unrated) that is not rated by both Moody’s and S&Pshall be a Group D Obligor. 18 “ Guaranty ” of any Person means any obligation of such Person guarantying or in effect guarantying any Debt, liability orobligation of any other Person in any manner, whether directly or indirectly, including any such liability arising by virtue ofpartnership agreements, including any agreement to indemnify or hold harmless any other Person, any performance bond or othersurety ship arrangement and any other form of assurance against loss, except endorsement of negotiable or other instruments fordeposit or collection in the ordinary course of business.“ Indemnified Taxes ” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by oron account of any obligation of the Borrower or any of its Affiliates under any Transaction Document and (b) to the extent nototherwise described in clause (a) above, Other Taxes.“ Independent Director ” has the meaning set forth in Section 7.03(c) .“ Information Package ” means a report, in substantially the form of Exhibit F .“ Insolvency Proceeding ” means (a) any case, action or proceeding before any court or other Governmental Authorityrelating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors or (b) anygeneral assignment for the benefit of creditors of a Person, composition, marshaling of assets for creditors of a Person, or other,similar arrangement in respect of its creditors generally or any substantial portion of its creditors, in each of clauses (a) and (b)undertaken under U.S. Federal, state or foreign law, including the Bankruptcy Code.“ Intended Tax Treatment ” has the meaning set forth in Section 13.14 .“ Interest ” means, for each Loan for any day during any Interest Period (or portion thereof), the amount of interest accruedon the Capital of such Loan during such Interest Period (or portion thereof) in accordance with Section 2.03(b) .“ Interest Period ” means, with respect to each Loan, (a) before the Termination Date: (i) initially, the period commencing onthe date such Loan is made pursuant to Section 2.02 (or in the case of any fees payable hereunder, commencing on the Closing Date)and ending on (but not including) the next Monthly Settlement Date and (ii) thereafter, each period commencing on such MonthlySettlement Date and ending on (but not including) the next Monthly Settlement Date and (b) on and after the Termination Date, suchperiod (including a period of one day) as shall be selected from time to time by the Administrative Agent (with the consent or at thedirection of the Majority Group Agents) or, in the absence of any such selection, each period of thirty (30) days from the last day ofthe preceding Interest Period.“ Interest Rate ” means, for any day in any Interest Period for any Loan (or any portion of Capital thereof):(a) if such Loan (or such portion of Capital thereof) is being funded by a Conduit Lender on such day through theissuance of Notes, the applicable CP Rate; or 19 (b) if such Loan (or such portion of Capital thereof) is being funded by any Lender on such day other than throughthe issuance of Notes (including, without limitation, if a Conduit Lender is then funding such Loan (or such portion ofCapital thereof) under a Program Support Agreement, or if a Committed Lender is then funding such Loan (or such portionof Capital thereof)), then LMIR or Adjusted LIBOR, as determined pursuant to Section 2.05 , provided , however , that theInterest Rate applicable to any LIBOR Loan that is not advanced on a Monthly Settlement Date shall be LMIR for each dayduring the initial Interest Period applicable to such Loan from the date such Loan is made pursuant to Section 2.02 until thenext occurring Monthly Settlement Date.provided , however , that the “Interest Rate” for each Loan and any day while an Event of Default has occurred and is continuingshall be an interest rate per annum equal the sum of two percent (2.00)% per annum plus the greater of (i) the interest rate per annumdetermined for such Loan and such day pursuant to clause (a) or (b) above, as applicable, and (ii) the Base Rate in effect on suchday; provided , further , that no provision of this Agreement shall require the payment or permit the collection of Interest in excess ofthe maximum permitted by Applicable Law; provided , further , however , that Interest for any Loan shall not be considered paid byany distribution to the extent that at any time all or a portion of such distribution is rescinded or must otherwise be returned for anyreason.“ Interim Report ” means a report, in substantially the form of Exhibit I .“ In-Transit Receivable ” means, at any time, any Receivable arising in connection with the sale of any goods or merchandisethat as of such time, have been shipped but not delivered to the related Obligor.“ Investment Company Act ” means the Investment Company Act of 1940, as amended or otherwise modified from time totime.“ Lenders ” means the Conduit Lenders and the Committed Lenders.“ LIBOR Loan ” means a Loan accruing Interest at Adjusted LIBOR.“ Liquidity Agent ” means any bank or other financial institution acting as agent for the various Liquidity Providers undereach Liquidity Agreement.“ Liquidity Agreement ” means any agreement entered into in connection with this Agreement pursuant to which a LiquidityProvider agrees to make purchases or advances to, or purchase assets from, any Conduit Lender in order to provide liquidity for suchConduit Lender’s Loans.“ Liquidity Provider ” means each bank or other financial institution that provides liquidity support to any Conduit Lenderpursuant to the terms of a Liquidity Agreement.“ LMIR ” means for any day during any Interest Period, the interest rate per annum determined by the applicable GroupAgent (which determination shall be conclusive absent manifest error) by dividing (i) the one-month Eurodollar rate for Dollardeposits as reported on the Reuters Screen 20 LIBOR01 Page or any other page that may replace such page from time to time for the purpose of displaying offered rates of leadingbanks for London interbank deposits in Dollars, as of 11:00 a.m. (London time) on such day, or if such day is not a Business Day,then the immediately preceding Business Day (or if not so reported, then as determined by the Administrative Agent from anotherrecognized source for interbank quotation), in each case, changing when and as such rate changes , by (ii) a number equal to 1.00minus the Euro-Rate Reserve Percentage on such day. The calculation of LMIR may also be expressed by the following formula:One-month Eurodollar rate for Dollarsshown on Reuters Screen LIBOR01 PageLMIR = 1.00 - Euro-Rate Reserve PercentageLMIR shall be adjusted on the effective date of any change in the Euro-Rate Reserve Percentage as of such effective date.Notwithstanding the foregoing, if LMIR as determined herein would be less than zero (0.00), such rate shall be deemed to be zeropercent (0.00%) for purposes of this Agreement.“ Loan ” means any loan made by a Lender pursuant to Section 2.02 .“ Loan Request ” means a letter in substantially the form of Exhibit A hereto executed and delivered by the Borrower to theAdministrative Agent and the Group Agents pursuant to Section 2.02(a) .“ Lock-Box ” means each locked postal box with respect to which a Collection Account Bank has executed an AccountControl Agreement pursuant to which it has been granted exclusive access for the purpose of retrieving and processing paymentsmade on the Receivables and which is listed on Schedule II (as such schedule may be modified from time to time in connection withthe addition or removal of any Lock-Box in accordance with the terms hereof).“ Loss Horizon Ratio ” means, for any Fiscal Month, the ratio (expressed as a percentage and rounded to the nearest 1/100 of1%, with 5/1000th of 1% rounded upward) computed, as of the last day of such Fiscal Month, by dividing : (a) the sum of (i) theaggregate initial Outstanding Balance of all Pool Receivables generated by the Originators during the four (4) most recent FiscalMonths, plus (ii) (A) if the weighted average payment terms is less than sixty (60) days, the product of (x) the Loss Horizon TermsComponent, and (y) the aggregate initial Outstanding Balance of all Pool Receivables originated by the Originators during the fifth(5 th ) most recent Fiscal Month, or (B) if the weighted average payment terms is greater than or equal to sixty (60) days, the sum of(x) the aggregate initial Outstanding Balance of all Pool Receivables originated by the Originators during the fifth (5 th ) most recentFiscal Month, plus (y) the product of (1) the Loss Horizon Terms Component, and (2) the aggregate initial Outstanding Balance ofall Pool Receivables originated by the Originators during the sixth (6th) most recent Fiscal Month; by (b) the Net Receivables PoolBalance as of such date.“ Loss Horizon Terms Component ” means (i) if the weighted average payment terms is less than or equal to thirty (30) days,zero (0), (ii) if the weighted average payment terms is greater than 21 thirty (30) days but less than sixty (60) days, (A) the weighted average payment terms minus thirty (30) divided by (B) thirty (30), or(iii) if the weighted average payment terms is greater than or equal to sixty (60) days, (A) the weighted average payment termsminus sixty (60), divided by (B) thirty (30).“ Loss Reserve Percentage ” means, at any time of determination, the product of (a) 2.00, times (b) the highest average of theDefault Ratios for any three consecutive Fiscal Months during the twelve (12) most recent Fiscal Months, times (c) the Loss HorizonRatio.“ Majority Group Agents ” means one or more Group Agents which in its Group, or their combined Groups, as the case maybe, have Committed Lenders representing more than fifty percent (50%) of the aggregate Commitments of all Committed Lenders inall Groups (or, if the Commitments have been terminated, have Lenders representing more than fifty percent (50%) of the aggregateoutstanding Capital held by all the Lenders in all Groups); provided , however , that in no event shall the Majority Group Agentsinclude fewer than two (2) Group Agents at any time when there are two (2) or more Groups.“ Material Adverse Effect ” means relative to any Person (provided that if no particular Person is specified, “MaterialAdverse Effect” shall be deemed to be relative to the Borrower, the Servicer and the Originators, taken as a whole) with respect toany event or circumstance, a material adverse effect on any of the following:(a) the assets, operations, business or financial condition (i) if such Person is the Borrower, of the Borrower, (ii) if suchPerson is an Originator, of such Originator, or (iii) if such Person is the Servicer or the Performance Guarantor, of the Servicer, thePerformance Guarantor and the Originators, taken as a whole;(b) the ability of the Borrower, the Servicer, the Performance Guarantor or any Originator to perform its obligations underthis Agreement or any other Transaction Document to which it is a party;(c) the validity or enforceability of this Agreement or any other Transaction Document, or the validity, enforceability, valueor collectibility of any material portion of the Pool Receivables;(d) the status, perfection, enforceability or priority of the Administrative Agent’s security interest in the Collateral; or(e) the rights and remedies of any Credit Party under the Transaction Documents or associated with its respective interest inthe Collateral.“ Minimum Dilution Reserve Percentage ” means, on any day, the product (expressed as a percentage and rounded to thenearest 1/100 of 1%, with 5/1000th of 1% rounded upward) of (a) the average of the Dilution Ratios for the twelve (12) most recentFiscal Months, multiplied by (b) the Dilution Horizon Ratio. 22 “ Minimum Funding Threshold ” means an amount equal to or greater than the lesser of (a) fifty percent (50%) of the FacilityLimit and (b) the Borrowing Base.“ Monthly Settlement Date ” means the twenty fifty (25th) day of each calendar month (or if such day is not a Business Day,the next occurring Business Day).“ Moody’s ” means Moody’s Investors Service, Inc. and any successor thereto that is a nationally recognized statistical ratingorganization.“ Multiemployer Plan ” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which the Borrower, theServicer, any Originator, the Parent or any of their respective ERISA Affiliates (other than one considered an ERISA Affiliate onlypursuant to subsection (m) or (o) of Section 414 of the Code) is making or accruing an obligation to make contributions, or haswithin any of the preceding five plan years made or accrued an obligation to make contributions.“ Net Receivables Pool Balance ” means, at any time of determination: (a) the aggregate Outstanding Balance of EligibleReceivables then in the Receivables Pool, minus (b) the Excess Concentration.“ Non-Consenting Lender ” means any Lender, or any member of any Group represented by a Group Agent, that does notapprove any consent, waiver, amendment or other modification that (i) requires the approval of all Lenders or Group Agents or allaffected Lenders or Group Agents in accordance with the terms of Section 13.01 and (ii) has been approved by the Majority GroupAgents.“ Notes ” means short-term promissory notes issued, or to be issued, by any Conduit Lender to fund its investments inaccounts receivable or other financial assets.“ Obligor ” means, with respect to any Receivable, the Person obligated to make payments pursuant to the Contract relatingto such Receivable.“ Obligor Percentage ” means, at any time of determination, for each Obligor, a fraction, expressed as a percentage, (a) thenumerator of which is the aggregate Outstanding Balance of the Eligible Receivables of such Obligor less the amount (if any) thenincluded in the calculation of the Excess Concentration with respect to such Obligor and (b) the denominator of which is theaggregate Outstanding Balance of all Eligible Receivables at such time.“ Olin ” has the meaning set forth in the preamble to this Agreement.“ OFAC ” means the U.S. Department of Treasury’s Office of Foreign Assets Control.“ Originator ” and “ Originators ” have the meaning set forth in the Purchase and Sale Agreement, as the same may bemodified from time to time by adding new Originators or removing Originators, in each case with the prior written consent of theAdministrative Agent.“ Other Connection Taxes ” means, with respect to any Affected Person, Taxes imposed as a result of a present or formerconnection between such Affected Person and the jurisdiction imposing 23 such Tax (other than connections arising from such Affected Person having executed, delivered, become a party to, performed itsobligations under, received payments under, received or perfected a security interest under, engaged in any other transactionpursuant to or enforced any Transaction Document, or sold or assigned an interest in any Loan or Transaction Document).“ Other Taxes ” means any and all present or future stamp or documentary Taxes or any other excise or property Taxes,charges or similar levies or fees arising from any payment made hereunder or from the execution, delivery, filing, recording orenforcement of, or otherwise in respect of, this Agreement, the other Transaction Documents and the other documents or agreementsto be delivered hereunder or thereunder.“ Outstanding Balance ” means, at any time of determination, with respect to any Receivable, the then outstanding principalbalance thereof.“ Parent ” means Olin.“ Participant ” has the meaning set forth in Section 13.03(e) .“ Participant Register ” has the meaning set forth in Section 13.03(f) .“ PATRIOT Act ” has the meaning set forth in Section 13.15 .“ PBGC ” means the Pension Benefit Guaranty Corporation, or any successor thereto.“ Pension Plan ” means a pension plan as defined in Section 3(2) of ERISA that is subject to Title IV of ERISA with respectto which any Originator, the Borrower or any other member of the Controlled Group may have any liability, contingent or otherwise.“ Percentage ” means, at any time of determination, with respect to any Committed Lender, a fraction (expressed as apercentage), (a) the numerator of which is (i) prior to the termination of all Commitments hereunder, its Commitment at such time or(ii) if all Commitments hereunder have been terminated, the aggregate outstanding Capital of all Loans being funded by the Lendersin such Committed Lender’s Group at such time and (b) the denominator of which is (i) prior to the termination of all Commitmentshereunder, the aggregate Commitments of all Committed Lenders at such time or (ii) if all Commitments hereunder have beenterminated, the aggregate outstanding Capital of all Loans at such time.“ Performance Guarantor ” means Olin.“ Performance Guaranty ” means the Performance Guaranty, dated as of the Closing Date, by the Performance Guarantor infavor of the Administrative Agent for the benefit of the Secured Parties, as such agreement may be amended, restated, supplementedor otherwise modified from time to time.“ Person ” means an individual, partnership, corporation (including a business trust), joint stock company, trust,unincorporated association, joint venture, limited liability company or other entity, or a government or any political subdivision oragency thereof. 24 “ PNC ” has the meaning set forth in the preamble to this Agreement.“ Pool Receivable ” means a Receivable in the Receivables Pool.“ Portion of Capital ” means, with respect to any Lender and its related Capital, the portion of such Capital being funded ormaintained by such Lender by reference to a particular interest rate basis.“ Program Support Agreement ” means and includes any Liquidity Agreement and any other agreement entered into by anyProgram Support Provider providing for: (a) the issuance of one or more letters of credit for the account of any Conduit Lender, (b)the issuance of one or more surety bonds for which any Conduit Lender is obligated to reimburse the applicable Program SupportProvider for any drawings thereunder, (c) the sale by any Conduit Lender to any Program Support Provider of any Loan (or portionsthereof or participation interest therein) maintained by such Conduit Lender and/or (d) the making of loans and/or other extensionsof credit to any Conduit Lender in connection with such Conduit Lender’s receivables-securitization program contemplated in thisAgreement, together with any letter of credit, surety bond or other instrument issued thereunder.“ Program Support Provider ” means and includes, with respect to any Conduit Lender, any Liquidity Provider and any otherPerson (other than any customer of such Conduit Lender) now or hereafter extending credit or having a commitment to extend creditto or for the account of, or to make purchases from, such Conduit Lender pursuant to any Program Support Agreement.“ Purchase and Sale Agreement ” means the Purchase and Sale Agreement, dated as of the Closing Date, among the Servicer,the Originators and the Borrower, as such agreement may be amended, supplemented or otherwise modified from time to time.“ Purchase and Sale Termination Event ” has the meaning set forth in the Purchase and Sale Agreement.“ Rating Agency ” mean each of S&P, Fitch and Moody’s (and/or each other rating agency then rating the Notes of anyConduit Lender).“ Ratings Event ” means Olin’s long-term senior unsecured and uncredit-enhanced debt securities are rated (a) less than“BB-” by S&P and (b) less than “Ba3” by Moody’s.“ Receivable ” means any right to payment of a monetary obligation, whether or not earned by performance, owed to anyOriginator or the Borrower (as assignee of an Originator), whether constituting an account, chattel paper, payment intangible,instrument or general intangible, in each instance arising in connection with the sale of goods that have been or are to be sold or forservices rendered or to be rendered, and includes, without limitation, the obligation to pay any finance charges, fees and othercharges with respect thereto. Any such right to payment arising from any one transaction, including, without limitation, any suchright to payment represented by an individual invoice or agreement, shall constitute a Receivable separate from a Receivableconsisting of any 25 such right to payment arising from any other transaction. Notwithstanding the foregoing, “Receivable” shall not include anyExcluded Receivables.“ Receivables Pool ” means, at any time of determination, all of the then outstanding Receivables transferred (or purported tobe transferred) to the Borrower pursuant to the Purchase and Sale Agreement prior to the Termination Date.“ Register ” has the meaning set forth in Section 13.03(c) .“ Related Committed Lender ” means with respect to any Conduit Lender, each Committed Lender listed as such for eachConduit Lender as set forth on the signature pages of this Agreement or in any Assumption Agreement.“ Related Conduit Lender ” means, with respect to any Committed Lender, each Conduit Lender which is, or pursuant to anyAssignment and Acceptance Agreement or Assumption Agreement or otherwise pursuant to this Agreement becomes, included as aConduit Lender in such Committed Lender’s Group, as designated on its signature page hereto or in such Assignment andAcceptance Agreement, Assumption Agreement or other agreement executed by such Committed Lender, as the case may be.“ Related Parties ” has the meaning set forth in Section 13.06(c) .“ Related Rights ” has the meaning set forth in Section 1.1 of the Purchase and Sale Agreement.“ Related Security ” means, with respect to any Receivable:(a) all of the Borrower’s and each Originator’s interest in any goods (including returned goods), and documentationof title evidencing the shipment or storage of any goods (including returned goods), the sale of which gave rise to suchReceivable;(b) all instruments and chattel paper that may evidence such Receivable;(c) all other security interests or liens and property subject thereto from time to time purporting to secure paymentof such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all UCCfinancing statements or similar filings relating thereto;(d) all of the Borrower’s and each Originator’s rights, interests and claims under the related Contracts and allguaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatevercharacter from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable,whether pursuant to the Contract related to such Receivable or otherwise; and(e) all of the Borrower’s rights, interests and claims under the Purchase and Sale Agreement and the otherTransaction Documents. 26 “ Release ” has the meaning set forth in Section 3.01(a) .“ Reportable Compliance Event ” means that any Covered Entity becomes a Sanctioned Person, or is charged by indictment,criminal complaint or similar charging instrument, arraigned, or custodially detained in connection with any Sanction or anypredicate crime to any Sanction, or has knowledge of facts or circumstances to the effect that it is reasonably likely that any aspect ofits operations is in actual or probable violation of any Sanction.“ Reportable Event ” means any reportable event as defined in Section 4043(c) of ERISA or the regulations issued thereunderwith respect to a Pension Plan (other than a Pension Plan maintained by an ERISA Affiliate which is considered an ERISA Affiliateonly pursuant to subsection (m) or (o) of Section 414 of the Code).“ Required Capital Amount ” means fifteen million dollars ($15,000,000).“ Restricted Payments ” has the meaning set forth in Section 7.01(r) .“ S&P ” means Standard & Poor’s Rating Services, a Standard & Poor’s Financial Services LLC business, and any successorthereto that is a nationally recognized statistical rating organization.“ Sanctions ” means any economic or financial sanctions or trade embargoes imposed, administered or enforced by the U.S.government (including those administered by OFAC or the U.S. Department of State), the United Nations Security Council or otherrelevant sanctions authority.“ Sanctioned Country ” means a country or territory that is the subject or target of a sanctions program maintained under anySanction, including any such country identified on the list maintained by OFAC and available at: http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx, or as otherwise published from time to time.“ Sanctioned Person ” means (i) a person who is currently the subject of any Sanctions, (ii) a person located, operating,organized or resident in a Sanctioned Country or (iii) owned or controlled by any person or persons that is described in the foregoingclauses (i) or (ii).“ Scheduled Termination Date ” means December 21, 2019.“ SEC ” means the U.S. Securities and Exchange Commission or any governmental agencies substituted therefor.“ Secured Parties ” means each Credit Party, each Borrower Indemnified Party and each Affected Person.“ Securities Act ” means the Securities Act of 1933, as amended or otherwise modified from time to time.“ Servicer ” has the meaning set forth in the preamble to this Agreement. 27 “ Servicer Accounts ” means each account listed on Schedule II to this Agreement (as such schedule may be modified fromtime to time in connection with the closing or opening of any Servicer Account in accordance with the terms hereof), in each case, inthe name of the Servicer and maintained at a bank or other financial institution acting as a Collection Account Bank.“ Servicer Indemnified Amounts ” has the meaning set forth in Section 12.02(a) .“ Servicer Indemnified Party ” has the meaning set forth in Section 12.02(a) .“ Servicing Fee ” means the fee referred to in Section 8.06(a) of this Agreement.“ Servicing Fee Rate ” means the rate referred to in Section 8.06(a) of this Agreement.“ Settlement Date ” means with respect to any Portion of Capital for any Interest Period or any Interest or Fees, (i) so long asno Event of Default has occurred and is continuing and the Termination Date has not occurred, the Monthly Settlement Date and (ii)on and after the Termination Date or if an Event of Default has occurred and is continuing, each day selected from time to time bythe Administrative Agent (with the consent or at the direction of the Majority Group Agents) (it being understood that theAdministrative Agent (with the consent or at the direction of the Majority Group Agents) may select such Settlement Date to occuras frequently as daily), or, in the absence of such selection, the Monthly Settlement Date.“ Solvent ” means, with respect to any Person and as of any particular date, (i) the present fair market value (or present fairsaleable value) of the assets of such Person is not less than the total amount required to pay the probable liabilities of such Person onits total existing debts and liabilities (including contingent liabilities) as they become absolute and matured, (ii) such Person is able torealize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become duein the normal course of business, (iii) such Person is not incurring debts or liabilities beyond its ability to pay such debts andliabilities as they mature and (iv) such Person is not engaged in any business or transaction, and is not about to engage in anybusiness or transaction, for which its property would constitute unreasonably small capital after giving due consideration to theprevailing practice in the industry in which such Person is engaged.“ Structuring Agent ” means PNC Capital Markets LLC, a Pennsylvania limited liability company.“ Subordinated Note ” has the meaning set forth in the Purchase and Sale Agreement.“ Sub-Servicer ” has the meaning set forth in Section 8.01(d) .“ Subsidiary ” means, as to any Person, a corporation, partnership, limited liability company or other entity of which sharesof stock of each class or other interests having ordinary voting power (other than stock or other interests having such power only byreason of the happening of a contingency) to elect a majority of the Board of Directors or other managers of such entity are at thetime owned, or management of which is otherwise controlled: (a) by such Person, (b) by one 28 or more Subsidiaries of such Person or (c) by such Person and one or more Subsidiaries of such Person.“ Taxes ” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings (includingbackup withholdings), assessments, fees or other charges, in each case in the nature of a tax and imposed by any GovernmentalAuthority, including any interest, fines, additions to tax or penalties applicable thereto.“ Termination Date ” means the earliest to occur of (a) the Scheduled Termination Date, (b) the date on which the“Termination Date” is declared or deemed to have occurred under Section 9.01 and (c) the date selected by the Borrower on whichall Commitments have been reduced to zero pursuant to Section 2.02(e) .“ Total Reserves ” means, at any time of determination, an amount equal to the product of (i) the sum of: (a) the YieldReserve Percentage, plus (b) the greater of (I) the sum of the Concentration Reserve Percentage plus the Minimum Dilution ReservePercentage and (II) the sum of the Loss Reserve Percentage plus the Dilution Reserve Percentage, times (ii) the Net ReceivablesPool Balance at such time.“ Tranche Period ” means, with respect to any LIBOR Loan, a period of one, two, three or six months selected by theBorrower pursuant to Section 2.05 . Each Tranche Period shall commence on a Monthly Settlement Date and end on (but notincluding) the Monthly Settlement Date occurring one, two, three or six calendar months thereafter, as selected by the Borrowerpursuant to Section 2.05 ; provided , however , that if the date any Loan made pursuant to Section 2.02 is not a Monthly SettlementDate, the initial Tranche Period for such Loan shall commence on the date such Loan is made pursuant to Section 2.02 and end onthe next Monthly Settlement Date occurring after the day in the applicable succeeding calendar month which correspondsnumerically to the beginning day of such initial Tranche Period; provided , further , that if any Tranche Period would end after theTermination Date, such Tranche Period (including a period of one day) shall end on the Termination Date.“ Transaction Documents ” means this Agreement, the Purchase and Sale Agreement, the Account Control Agreement(s), theFee Letter, each Subordinated Note, the Performance Guaranty and all other certificates, instruments, UCC financing statements,reports, notices, agreements and documents executed or delivered under or in connection with this Agreement, in each case as thesame may be amended, supplemented or otherwise modified from time to time in accordance with this Agreement.“ Transaction Information ” means any information provided to any Rating Agency, in each case, to the extent related to suchRating Agency providing or proposing to provide a rating of any Notes or monitoring such rating including, without limitation,information in connection with the Borrower, the Originator, the Servicer or the Receivables.“ UCC ” means the Uniform Commercial Code as from time to time in effect in the applicable jurisdiction. 29 “ Unmatured Event of Default ” means an event that but for notice or lapse of time or both would constitute an Event ofDefault.“ Unmatured Purchase and Sale Termination Event ” has the meaning set forth in the Purchase and Sale Agreement.“ U.S. Obligor ” means an Obligor that is a corporation or other business organization and is organized under the laws of theUnited States of America (or of a United States of America territory, district, state, commonwealth, or possession, including, withoutlimitation, Puerto Rico and the U.S. Virgin Islands) or any political subdivision thereof.“ U.S. Tax Compliance Certificate ” has the meaning set forth in Section 4.03(f)(ii)(B)(3) .“ Volcker Rule ” means Section 13 of the U.S. Bank Holding Company Act of 1956, as amended, and the applicable rulesand regulations thereunder.“ Wells Fargo ” means Wells Fargo Bank, National Association.“ Withdrawal Liability ” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from suchMultiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.“ Yield Reserve Percentage ” means at any time of determination:1.50 x DSO x (BR + SFR) 360where:BR= the Base Rate;DSO= the Days’ Sales Outstanding for the most recently ended Fiscal Month; andSFR= the Servicing Fee Rate.SECTION 1.02. Other Interpretative Matters . All accounting terms not specifically defined herein shall beconstrued in accordance with GAAP. All terms used in Article 9 of the UCC in the State of New York and not specificallydefined herein, are used herein as defined in such Article 9. Unless otherwise expressly indicated, all references herein to“Article,” “Section,” “Schedule”, “Exhibit” or “Annex” shall mean articles and sections of, and schedules, exhibits andannexes to, this Agreement. For purposes of this Agreement, the other Transaction Documents and all such certificates andother documents, unless the context otherwise requires: (a) references to any amount as on deposit or outstanding on anyparticular date means such amount at the close of business on such day; (b) the words “hereof,” “herein” and “hereunder” andwords of similar import refer to such agreement (or the certificate or other document in which they are used) as a whole andnot 30 to any particular provision of such agreement (or such certificate or document); (c) references to any Section, Schedule orExhibit are references to Sections, Schedules and Exhibits in or to such agreement (or the certificate or other document inwhich the reference is made), and references to any paragraph, subsection, clause or other subdivision within any Section ordefinition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (d) the term“including” means “including without limitation”; (e) references to any Applicable Law refer to that Applicable Law asamended from time to time and include any successor Applicable Law; (f) references to any agreement refer to thatagreement as from time to time amended, restated or supplemented or as the terms of such agreement are waived or modifiedin accordance with its terms; (g) references to any Person include that Person’s permitted successors and assigns; (h)headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provisionhereof; (i) unless otherwise provided, in the calculation of time from a specified date to a later specified date, the term “from”means “from and including”, and the terms “to” and “until” each means “to but excluding”; (j) terms in one gender includethe parallel terms in the neuter and opposite gender; and (k) the term “or” is not exclusive.ARTICLE IITERMS OF THE LOANSSECTION 2.01. Loan Facility . Upon a request by the Borrower pursuant to Section 2.02 , and on the terms and subject tothe conditions hereinafter set forth, the Conduit Lenders, ratably, in accordance with the aggregate of the Commitments of theRelated Committed Lenders with respect to each such Conduit Lender, severally and not jointly, may, in their sole discretion, makeLoans to the Borrower on a revolving basis, and if and to the extent any Conduit Lender does not make any such requested Loan or ifany Group does not include a Conduit Lender, the Related Committed Lender(s) for such Conduit Lender or the Committed Lenderfor such Group, as the case may be, shall, ratably in accordance with their respective Commitments, severally and not jointly, makesuch Loans to the Borrower, in either case, from time to time during the period from the Closing Date to the Termination Date.Under no circumstances shall any Lender be obligated to make any such Loan if, after giving effect to such Loan:(i) the Aggregate Capital would exceed the Facility Limit at such time;(ii) the sum of (A) the Capital of such Lender, plus (B) the aggregate outstanding Capital of each other Lender inits Group, would exceed the Group Commitment of such Lender’s Group;(iii) if such Lender is a Committed Lender, the aggregate outstanding Capital of such Committed Lender wouldexceed its Commitment; or(iv) the Aggregate Capital would exceed the Borrowing Base at such time.SECTION 2.02. Making Loans; Repayment of Loans . (a) Each Loan hereunder shall be made on at least one (1) BusinessDays’ prior written request from the Borrower to the 31 Administrative Agent and each Group Agent in the form of a Loan Request attached hereto as Exhibit A . Each such request for aLoan shall be made no later than 1:00 p.m. (New York City time) on a Business Day ( it being understood that any such requestmade after such time shall be deemed to have been made on the following Business Day) and shall specify (i) the amount of theLoan(s) requested (which shall not be less than $100,000 and shall be an integral multiple of $100,000), (ii) the allocation of suchamount among the Groups (which shall be ratable based on the Group Commitments), (iii) the account to which the proceeds of suchLoan shall be distributed and (iv) the date such requested Loan is to be made (which shall be a Business Day).(a) On the date of each Loan specified in the applicable Loan Request, the Lenders shall, upon satisfaction of theapplicable conditions set forth in Article V and pursuant to the other conditions set forth in this Article II , make available to theBorrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth in therelated Loan Request.(b) Each Committed Lender’s obligation shall be several, such that the failure of any Committed Lender to makeavailable to the Borrower any funds in connection with any Loan shall not relieve any other Committed Lender of its obligation, ifany, hereunder to make funds available on the date such Loans are requested ( it being understood , that no Committed Lendershall be responsible for the failure of any other Committed Lender (other than a Committed Lender in its Group) to make fundsavailable to the Borrower in connection with any Loan hereunder).(c) The Borrower shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Priorthereto, the Borrower shall, on each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extentrequired under Section 3.01 and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion,shall have the right to make a prepayment, in whole or in part, of the outstanding Capital of the Lenders on any Business Dayupon one (1) Business Days’ prior written notice thereof to the Administrative Agent and each Group Agent in the form of aReduction Notice attached hereto as Exhibit B ; provided , however , that (i) each such prepayment shall be in a minimumaggregate amount of $100,000 and shall be an integral multiple of $100,000; provided , however , that notwithstanding theforegoing, a prepayment may be in an amount necessary to reduce any Borrowing Base Deficit existing at such time or theoutstanding Capital of the Lenders to zero, and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paidon the immediately following Settlement Date; provided , further , that the Borrower shall not provide any Reduction Notice, andno such Reduction Notice shall be effective, if after giving effect thereto, the Aggregate Capital at such time would be less thanthe Minimum Funding Threshold.(d) The Borrower may, at any time upon at least three (3) Business Days’ prior written notice to theAdministrative Agent and each Group Agent, terminate the Facility Limit in whole or ratably reduce the Facility Limit in part.Each partial reduction in the Facility Limit shall be in a minimum aggregate amount of $5,000,000 or integral multiples of$1,000,000 in excess thereof, and no such partial reduction shall reduce the Facility Limit to an amount less 32 than $100,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Committed Lendershall be ratably reduced.(e) In connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent(i) instructions regarding such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to pay (A) Capital ofLenders in each Group in excess of the Group Commitment of such Group and (B) all other outstanding Borrower Obligationswith respect to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount ofthe Commitments prior to such reduction or, if the Administrative Agent reasonably determines that any portion of theoutstanding Borrower Obligations is allocable solely to that portion of the Commitments being reduced or has arisen solely as aresult of such reduction, all of such portion) including, without duplication, any associated Breakage Fees. Upon receipt of anysuch amounts, the Administrative Agent shall apply such amounts first to the reduction of the outstanding Capital, and second tothe payment of the remaining outstanding Borrower Obligations with respect to such reduction, including any Breakage Fees, bypaying such amounts to the Lenders.(f) Provided that no Event of Default or Unmatured Event of Default has occurred and is continuing, with theprior written consent of the Administrative Agent, each Group Agent and upon prior notice to the Lenders, the Borrower mayfrom time to time request an increase in the Commitment with respect to one or more Lenders or cause additional Persons tobecome parties to this Agreement, as lenders, at any time following the Closing Date and prior to the Termination Date; provided ,that any such increase in such Lenders’ Commitments and the Commitments of all such additional Lenders may not exceed$100,000,000 in the aggregate during the life of this Agreement; provided , that each request for an increase and addition shall bein a minimum amount of $10,000,000. At the time of sending such notice with respect to any Lender, the Borrower (inconsultation with the Administrative Agent) shall specify the time period within which such Lenders and the Group Agents arerequested to respond to the Borrower’s request (which shall in no event be less than ten (10) Business Days from the date ofdelivery of such notice to the Lenders). Each Lender being asked to increase its Commitment (or its Group Agent on its behalf)and the Administrative Agent shall notify the Borrower within the applicable time period whether or not such Person agrees, in itsrespective sole discretion, to the increase to such Lender’s Commitment. Any such Person not responding within such time periodshall be deemed to have declined to consent to an increase in such Lender’s Commitment. For the avoidance of doubt, only theconsent of the Lender (or its Group Agent on its behalf) then being asked to increase its Commitment (or an additional Lender)and the Administrative Agent shall be required in order to approve any such request. If the Commitment of any Lender isincreased (or a new Person is added as Lender) in accordance with this clause (h) , the Administrative Agent, such Lender (or itsGroup Agent on its behalf) and the Borrower shall determine the effective date with respect to such increase and shall enter intosuch documents as agreed to by such parties to document such increase; it being understood and agreed that the AdministrativeAgent or any Lender increasing its Commitment pursuant to this Section 2.01(h) (or its Group Agent on its behalf) may requestany of (x) resolutions of the Board of Directors of the Borrower approving or consenting to such Commitment increase andauthorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and 33 enforceability opinion of counsel of the Borrower and (z) such other documents, agreements and opinions reasonably requestedby such Lender (or its Group Agent on its behalf) or the Administrative Agent.(g) The Borrower hereby covenants and agrees from time to time to request Loans pursuant to Section 2.02(a) inamounts and at such times such that the Aggregate Capital at all times is no less than the Minimum Funding Threshold at suchtime; it being understood and agreed that each Credit Extension pursuant to this Agreement is subject to the applicable conditionsset forth in Article V and the other conditions set forth in this Article II .SECTION 2.03. Interest and Fees .(a) On each Settlement Date, the Borrower shall, in accordance with the terms and priorities for payment set forthin Section 3.01 , pay to each Group Agent, each Lender, the Administrative Agent and the Structuring Agent certain fees(collectively, the “ Fees ”) in the amounts set forth in the fee letter agreements from time to time entered into, among the Borrower,the members of the applicable Group (or their Group Agent on their behalf) and/or the Administrative Agent (each such fee letteragreement, as amended, restated, supplemented or otherwise modified from time to time, collectively being referred to herein asthe “ Fee Letter ”). Undrawn Fees (as defined in the Fee Letter) shall cease to accrue on the unfunded portion of the Commitmentof such Defaulting Lender as provided in Section 2.07 .(b) Each Loan of each Lender and the Capital thereof shall accrue interest on each day when such Capitalremains outstanding at the then applicable Interest Rate for such Loan. The Borrower shall pay all Interest (including, for theavoidance of doubt, all Interest accrued on LIBOR Loans during an Interest Period regardless of whether the applicable TranchePeriod has ended), Fees and Breakage Fees accrued during each Interest Period on each Settlement Date in accordance with theterms and priorities for payment set forth in Section 3.01 .SECTION 2.04. Records of Loans . Each Group Agent shall record in its records, the date and amount of each Loan madeby the Lenders in its Group hereunder, the interest rate with respect thereto, the Interest accrued thereon and each repayment andpayment thereof. Subject to Section 13.03(c) , such records shall be conclusive and binding absent manifest error. The failure to sorecord any such information or any error in so recording any such information shall not, however, limit or otherwise affect theobligations of the Borrower hereunder or under the other Transaction Documents to repay the Capital of each Lender, together withall Interest accruing thereon and all other Borrower Obligations.SECTION 2.05. Selection of Interest Rates and Tranche Periods .(a) Subject to the following sentence, each Loan shall bear interest initially at LMIR. Thereafter, so long as noEvent of Default has occurred and is continuing, the Borrower may from time to time elect to change or continue the type ofInterest Rate and/or Tranche Period borne by each Loan or, subject to the minimum amount requirement for each outstanding Loanset forth in Section 2.02 , a portion thereof by notice to the Administrative Agent not later than 11:00 a.m. (New York City time),one (1) Business Day prior to the expiration of any Tranche 34 Period or Interest Period, as applicable; provided , that there shall not be more than three (3) LIBOR Loans outstanding hereunderat any one time; provided , further that for the avoidance of doubt, any change from LMIR to Adjusted LIBOR and/or any changeto a Tranche Period applicable to a Loan shall not be effective until the Monthly Settlement Date occurring after the date of suchrequest. Any such notices requesting the continuation or conversion of a Loan to the Administrative Agent may be given bytelephone, telecopy, or other telecommunication device acceptable to the Administrative Agent (which notice shall be irrevocableonce given and, if by telephone, shall be promptly confirmed in writing in a manner acceptable to the Administrative Agent).(b) If, by the time required in Section 2.05(a), the Borrower fails to select a Tranche Period or Interest Rate forany Loan, such Loan shall automatically accrue Interest at LMIR for the next occurring Interest Period.SECTION 2.06. Mitigation Obligations; Replacement of Lenders .(a) If any Lender requests compensation under Section 4.01 or if the Borrower is required to pay any IndemnifiedTaxes or additional amounts to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section4.03 , then such Lender shall (at the written request of the Borrower addressed to the applicable Group Agent) use reasonableefforts to designate a different lending office for funding or booking its Loans or Commitments hereunder or to assign and delegateits rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender, suchdesignation or assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Section 4.01 or Section 4.03 ,as applicable, in the future, (ii) would not subject such Lender to any unreimbursed cost or expense and (iii) would not otherwisebe disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lenderin connection with any such designation or assignment and delegation.(b) If (i) any Lender has requested compensation under Section 4.01 or the Borrower is required to pay anyIndemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant toSection 4.03 (in each case, unless such Lender has designated a different lending office in accordance with Section 2.06(a) and theresult of such designation had the effect of eliminating the need to pay amounts under Section 4.01 or Section 4.03 , as applicable,following such designation) or (ii) any Lender is a Defaulting Lender or Non-Consenting Lender, then the Borrower may, at itssole expense and effort, upon notice to such Lender, the applicable Group Agent and the Administrative Agent, require suchLender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consentsrequired by, Section 13.03 ), all of its interests, rights (other than its existing rights to payments pursuant to Section 4.01 orSection 4.03 ) and obligations under this Agreement and the other Transaction Documents to an Eligible Assignee that shallassume such obligations (which assignee may be another Lender, if such Lender accepts such assignment and delegation);provided , that (A) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shallnot unreasonably be withheld, (B) such Lender shall have received payment of an amount equal to the outstanding principal of itsLoans, 35 accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Transaction Documentsfrom the assignee (to the extent of such outstanding principal and accrued interest) or the Borrower (in the case of all otheramounts), (C) the Borrower or such assignee shall have paid to the Administrative Agent the processing and recordation feerequired to effect an Assumption Agreement, (D) such assignment will result in a material reduction in compensation or paymentsunder Section 4.01 or Section 4.03 , as applicable, (E) in the case of any assignment and delegation resulting from a Lenderbecoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consentand (F) such assignment does not conflict with Applicable Law. A Lender shall not be required to make any such assignment anddelegation if, prior thereto, as a result of a waiver or consent by such Lender or otherwise (including as a result of any action takenby such Lender under Section 2.06 (a) above), the circumstances entitling the Borrower to require such assignment and delegationhave ceased to apply.SECTION 2.07. Defaulting Lenders . Notwithstanding any provision of this Agreement to the contrary, if any Lenderbecomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:(a) Undrawn Fees (as defined in the Fee Letter) shall cease to accrue on the unfunded portion of theCommitment of such Defaulting Lender.(b) The Commitment and Capital of such Defaulting Lender shall not be included in determining whether theMajority Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or othermodification pursuant to Section 13.01 ); provided , that, except as otherwise provided in Section 13.01 , this clause (b) shall notapply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of suchLender or each Lender directly affected thereby (if such Lender is directly affected thereby).(c) In the event that the Administrative Agent, the Borrower and the Servicer each agrees in writing that aDefaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then on such date suchLender shall purchase at par such of the Loans of the other Lenders as the Administrative Agent shall determine may be necessaryin order for such Lender to hold such Loans in accordance with its Pro Rata Percentage; provided , that no adjustments shall bemade retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was aDefaulting Lender, and provided, further, that except to the extent otherwise agreed by the affected parties, no change hereunderfrom Defaulting Lender to Lender that is not a Defaulting Lender will constitute a waiver or release of any claim of any partyhereunder arising from that Lender having been a Defaulting Lender. 36 ARTICLE IIISETTLEMENT PROCEDURES AND PAYMENT PROVISIONSSECTION 3.01. Settlement Procedures .(a) The Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, upon the occurrenceand during the continuance of a Ratings Event, if so requested by the Administrative Agent, promptly upon (but in no event laterthan one (1) Business Day after) receipt of such request, segregate in a separate account approved by the Administrative Agent,which shall be an account maintained and controlled by the Administrative Agent unless the Administrative Agent otherwiseinstructs in its sole discretion), for application in accordance with the priority of payments set forth below, all Collections on PoolReceivables that are received by the Servicer or the Borrower or received in any Lock-Box or Collection Account; provided ,however , that so long as each of the conditions precedent set forth in Section 5.03 are satisfied on such date, the Servicer mayrelease to the Borrower from such Collections the amount (if any) necessary to (i) pay the purchase price for Receivablespurchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement or (ii) make anyRestricted Payment permitted by Section 7.01(r) (each such release, a “ Release ”). On each Settlement Date, the Servicer (or,following its assumption of control of the Collection Accounts, the Administrative Agent) shall, distribute such Collections in thefollowing order of priority:(i) first , to the Servicer for the payment of the accrued Servicing Fees payable for the immediately precedingInterest Period ( plus , if applicable, the amount of Servicing Fees payable for any prior Interest Period to the extent such amounthas not been distributed to the Servicer);(ii) second , to each Lender and other Credit Party (ratably, based on the amount then due and owing), allaccrued and unpaid Interest, Fees and Breakage Fees due to such Lender and other Credit Party for the immediately precedingInterest Period (including any additional amounts or indemnified amounts payable under Sections 4.03 and 12.01 in respect ofsuch payments), plus , if applicable, the amount of any such Interest, Fees and Breakage Fees (including any additional amountsor indemnified amounts payable under Sections 4.03 and 12.01 in respect of such payments) payable for any prior Interest Periodto the extent such amount has not been distributed to such Lender or Credit Party;(iii) third , as set forth in clause (x) , (y) or (z) below, as applicable:(x) prior to the occurrence of the Termination Date, to the extent that a Borrowing Base Deficit existson such date, to the Lenders (ratably, based on the aggregate outstanding Capital of each Lender at such time)for the payment of a portion of the outstanding Aggregate Capital at such time, in an aggregate amount equalto the amount necessary to reduce the Borrowing Base Deficit to zero ($0); 37 (y) on and after the occurrence of the Termination Date, to each Lender (ratably, based on theaggregate outstanding Capital of each Lender at such time) for the payment in full of the aggregateoutstanding Capital of such Lender at such time; or(z) prior to the occurrence of the Termination Date, at the election of the Borrower from time to timeand in accordance with Section 2.02(d) , to the payment of all or any portion of the outstanding Capital of theLenders at such time (ratably, based on the aggregate outstanding Capital of each Lender at such time);(iv) fourth , to the Credit Parties, the Affected Persons and the Borrower Indemnified Parties (ratably, based onthe amount due and owing at such time), for the payment of all other Borrower Obligations then due and owing by the Borrowerto the Credit Parties, the Affected Persons and the Borrower Indemnified Parties; and(v) fifth , the balance, if any, to be paid to the Borrower for its own account.(b) All payments or distributions to be made by the Servicer, the Borrower and any other Person to the Lenders(or their respective related Affected Persons and the Borrower Indemnified Parties) shall be paid or distributed to the relatedGroup Agent at its Group Agent’s Account. Each Group Agent, upon its receipt in the applicable Group Agent’s Account of anysuch payments or distributions, shall distribute such amounts to the applicable Lenders, Affected Persons and the BorrowerIndemnified Parties within its Group ratably; provided that if such Group Agent shall have received insufficient funds to pay all ofthe above amounts in full on any such date, such Group Agent shall pay such amounts to the applicable Lenders, Affected Personsand the Borrower Indemnified Parties within its Group in accordance with the priority of payments set forth above, and withrespect to any such category above for which there are insufficient funds to pay all amounts owing on such date, ratably (based onthe amounts in such categories owing to each such Person in such Group) among all such Persons in such Group entitled topayment thereof.(c) If and to the extent the Administrative Agent, any Credit Party, any Affected Person or any BorrowerIndemnified Party shall be required for any reason to pay over to any Person any amount received on its behalf hereunder, suchamount shall be deemed not to have been so received but rather to have been retained by the Borrower and, accordingly, theAdministrative Agent, such Credit Party, such Affected Person or such Borrower Indemnified Party, as the case may be, shallhave a claim against the Borrower for such amount.(d) For the purposes of this Section 3.01 :(i) if, on any day, the Outstanding Balance of any Pool Receivable is either (i) reduced, adjusted or canceled as aresult of (A) any defective, rejected or returned goods or services, any cash or other discount, or any failure by an Originator todeliver any goods or perform any services or otherwise perform under the underlying Contract or invoice, (B) any change in orcancellation of any of the terms of such Contract or invoice or any other adjustment 38 by an Originator, any Sub-Servicer, the Servicer or the Borrower which reduces the amount payable by the Obligor on the relatedReceivable, (C) any rebates, warranties, allowances or charge-backs or (D) any setoff or credit in respect of any claim by theObligor thereof (whether such claim arises out of the same or a related transaction or an unrelated transaction), or (ii) subject toany specific dispute, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy of the Obligor thereof), thenthe Borrower shall be deemed to have received on such day a Collection of such Pool Receivable in the amount of such reduction,adjustment or cancelation and, if an Event of Default or Unmatured Event of Default exists or if the Purchase and SaleTermination Date shall have occurred and, in each case, if the applicable Originator has made a related payment in cash to theBorrower pursuant to Section 3.3(c) of the Purchase and Sale Agreement, shall immediately pay any and all such amounts inrespect thereof to a Collection Account (or as otherwise directed by the Administrative Agent at such time) for the benefit of theCredit Parties for application pursuant to Section 3.01(a) ; provided , however , that if a Receivable’s Purchase Price has beenreduced by the full Outstanding Balance thereof pursuant to Section 3.3(a) of the Purchase and Sale Agreement and suchreduction has been accounted to the Borrower and applied in accordance with Section 3.3(c) of the Purchase and Sale Agreement,then the Borrower shall thereafter deliver to the applicable Originator any payments thereafter received by the Borrower onaccount of such Receivable’s Outstanding Balance in accordance with the Borrower’s obligations under the proviso to Section3.3(a) of the Purchase and Sale Agreement;(ii) if on any day any of the representations or warranties in Section 6.01(p) was not true with respect to anyPool Receivable when made, the Borrower shall be deemed to have received on such day a Collection of such Pool Receivable infull and, if an Event of Default or Unmatured Event of Default exists or if the Purchase and Sale Termination Date shall haveoccurred and, in each case, if the applicable Originator has made a related payment in cash to the Borrower pursuant to Section3.3(c) of the Purchase and Sale Agreement, shall immediately pay the amount of such deemed Collection to a Collection Account(or as otherwise directed by the Administrative Agent at such time) for the benefit of the Credit Parties for application pursuant toSection 3.01(a) (Collections deemed to have been received pursuant to Section 3.01(d)(i) and (ii) are hereinafter sometimesreferred to as “ Deemed Collections ”);(iii) except as provided in clauses (i) or (ii) above or otherwise required by Applicable Law or the relevantContract, all Collections received from an Obligor of any Receivable shall be applied in accordance with the Credit and CollectionPolicy; and(iv) if and to the extent the Administrative Agent, any Credit Party, any Affected Person or any BorrowerIndemnified Party shall be required for any reason to pay over to an Obligor (or any trustee, receiver, custodian or similar officialin any Insolvency Proceeding) any amount received by it hereunder, such amount shall be deemed not to have been so received bysuch Person but rather to have been retained by the Borrower and, accordingly, such Person shall have a claim against theBorrower for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made inrespect thereof. 39 SECTION 3.02. Payments and Computations, Etc . (a) All amounts to be paid by the Borrower or the Servicer tothe Administrative Agent, any Credit Party, any Affected Person or any Borrower Indemnified Party hereunder shall be paidno later than noon (12:00 p.m.) (New York City time) on the day when due in same day funds to the applicable GroupAgent’s Account.(a) Each of the Borrower and the Servicer shall, to the extent permitted by Applicable Law, pay interest on anyamount not paid or deposited by it when due hereunder, at an interest rate per annum equal to two percent (2.00%) per annumabove the Base Rate, payable on demand.(b) All computations of interest under subsection (b) above and all computations of Interest, Fees and otheramounts hereunder shall be made on the basis of a year of 360 days (or, in the case of amounts determined by reference to theBase Rate, 365 or 366 days, as applicable) for the actual number of days (including the first but excluding the last day) elapsed.Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or depositshall be made on the next succeeding Business Day and such extension of time shall be included in the computation of suchpayment or deposit.ARTICLE IVINCREASED COSTS, FUNDING LOSSES, TAXES, ILLEGALITYAND SECURITY INTERESTSSECTION 4.01. Increased Costs .(a) Increased Costs Generally . If any Change in Law shall:(i) impose, modify or deem applicable any reserve, special deposit, liquidity, compulsory loan, insurance chargeor similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any AffectedPerson;(ii) subject any Affected Person to any Taxes (except to the extent such Taxes are Indemnified Taxes for whichrelief is sought under Section 4.03 , or Excluded Taxes) on its loans, loan principal, commitments or other obligations, or itsdeposits, reserves, other liabilities or capital attributable thereto; or(iii) impose on any Affected Person any other condition, cost or expense (other than Taxes) (A) affecting theCollateral, this Agreement, any other Transaction Document, any Program Support Agreement, any Loan or (B) affecting itsobligations or rights to make Loans;and the result of any of the foregoing shall be to increase the cost to such Affected Person of (A) funding or maintaining any Loan or(B) maintaining its obligation to fund or maintain any Loan, or to reduce the amount of any sum received or receivable by suchAffected Person hereunder, then, upon written request of such Affected Person (or its Group Agent), the Borrower shall pay to such 40 Affected Person such additional amount or amounts as will compensate such Affected Person for such additional costs incurred orreduction suffered.(b) Capital and Liquidity Requirements . If any Affected Person determines that any Change in Law affecting suchAffected Person or any lending office of such Affected Person or such Affected Person’s holding company, if any, regarding capitalor liquidity requirements, has or would have the effect of reducing the rate of return on such Affected Person’s capital or on thecapital of such Affected Person’s holding company, if any, as a consequence of (A) this Agreement or any other TransactionDocument, (B) the Commitments of such Affected Person hereunder or under any other Transaction Document or related ProgramSupport Agreement, (C) the Loans made by such Affected Person or (D) the outstanding Capital of such Affected Person, to a levelbelow that which such Affected Person or such Affected Person’s holding company could have achieved but for such Change in Law(taking into consideration such Affected Person’s policies and the policies of such Affected Person’s holding company with respectto capital adequacy and liquidity), then, from time to time, upon request of such Affected Person (or its Group Agent), the Borrowerwill pay to such Affected Person such additional amount or amounts as will compensate such Affected Person or such AffectedPerson’s holding company for any such increase, reduction or charge.(c) Certificates for Reimbursement . A certificate of an Affected Person (or its Group Agent on its behalf) settingforth the amount or amounts necessary to compensate such Affected Person or its holding company, as the case may be, as specifiedin clause (a) or (b) of this Section and delivered to the Borrower, shall be conclusive absent manifest error. The Borrower shall,subject to the priorities of payment set forth in Section 3.01 , pay such Affected Person the amount shown as due on any suchcertificate on the first Settlement Date occurring after the Borrower’s receipt of such certificate.(d) Delay in Requests . Failure or delay on the part of any Affected Person to demand compensation pursuant tothis Section shall not constitute a waiver of such Affected Person’s right to demand such compensation; provided , that the Borrowershall not be required to compensate any Affected Person pursuant to this Section 4.01 for any increased costs incurred or reductionssuffered more than two hundred seventy (270) days prior to the date such Affected Person notifies the Borrower of the Change inLaw giving rise to such increased costs or reductions and of such Affected Person’s intention to claim compensation therefor (exceptif the Change in Law is retroactive, then the two hundred seventy (270)-day period referred to above shall be extended to include theperiod of retroactive effect thereof).SECTION 4.02. Funding Losses .(a) The Borrower will pay each Lender all Breakage Fees.(b) A certificate of a Lender (or its Group Agent on its behalf) setting forth the amount or amounts necessary tocompensate such Lender, as specified in clause (a) above and delivered to the Borrower, shall be conclusive absent manifest error.The Borrower shall, subject to the priorities of payment set forth in Section 3.01 , pay such Lender the amount shown as due on 41 any such certificate on the first Settlement Date occurring after the Borrower’s receipt of such certificate.SECTION 4.03. Taxes .(a) Payments Free of Taxes . Any and all payments by or on account of any obligation of the Borrower under anyTransaction Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. Ifany Applicable Law (as determined in the good faith discretion of the applicable Credit Party, Affected Person or BorrowerIndemnified Party) requires the deduction or withholding of any Tax from any such payment by a Credit Party, Affected Person orBorrower Indemnified Party, then the applicable Credit Party, Affected Person or Borrower Indemnified Party shall be entitled tomake such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant GovernmentalAuthority in accordance with Applicable Law, and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shallbe increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdingsapplicable to additional sums payable under this Section), the applicable Credit Party, Affected Person or Borrower IndemnifiedParty receives an amount equal to the sum it would have received had no such deduction or withholding been made.(b) Payment of Other Taxes by the Borrower . The Borrower shall timely pay to the relevant GovernmentalAuthority in accordance with Applicable Law, or, at the option of the Administrative Agent, timely reimburse it for the paymentof, any Other Taxes.(c) Indemnification by the Borrower . The Borrower shall indemnify each Affected Person, within ten (10) daysafter demand therefor, for the full amount of any (I) Indemnified Taxes (including Indemnified Taxes imposed or asserted on orattributable to amounts payable under this Section) payable or paid by such Affected Person or required to be withheld or deductedfrom a payment to such Affected Person and any penalties, interest and reasonable expenses arising therefrom or with respectthereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant GovernmentalAuthority and (II) Taxes that arise because a Loan is not treated for U.S. federal, state, local or franchise tax purposes as intendedunder Section 13.14 , to the extent such Taxes exceed Taxes that would have been imposed had such Loan been treated as intendedunder Section 13.14 (such indemnification will include any U.S. federal, state or local income and franchise Taxes necessary tomake such Affected Person whole on an after-tax basis taking into account the taxability of receipt of payments under this clause(II) and any reasonable expenses (other than Taxes) arising out of, relating to, or resulting from the foregoing). Promptly uponhaving knowledge that any such Indemnified Taxes have been levied, imposed or assessed, and promptly upon notice by theAdministrative Agent or any Affected Person (or its related Group Agent), the Borrower shall pay such Indemnified Taxes directlyto the relevant taxing authority or Governmental Authority. A certificate as to the amount of such payment or liability delivered tothe Borrower by an Affected Person (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalfor on behalf of an Affected Person, shall be conclusive absent manifest error. 42 (d) Indemnification by the Lenders . Each Lender (other than the Conduit Lenders) shall severally indemnify theAdministrative Agent, within ten days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender, its RelatedConduit Lender or any of their respective Affiliates that are Affected Persons (but only to the extent that the Borrower and itsAffiliates have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting any obligationof the Borrower, the Servicer or their Affiliates to do so), (ii) any Taxes attributable to the failure of such Lender, its RelatedConduit Lender or any of their respective Affiliates that are Affected Persons to comply with Section 13.03(f) relating to themaintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, its Related Conduit Lender or anyof their respective Affiliates that are Affected Persons, in each case, that are payable or paid by the Administrative Agent inconnection with any Transaction Document, and any reasonable expenses arising therefrom or with respect thereto, whether or notsuch Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount ofsuch payment or liability delivered to any Lender (or its Group Agent) by the Administrative Agent shall be conclusive absentmanifest error. Each Lender (other than the Conduit Lenders) hereby authorizes the Administrative Agent to set off and apply anyand all amounts at any time owing to such Lender, its Related Conduit Lender or any of their respective Affiliates that are AffectedPersons under any Transaction Document or otherwise payable by the Administrative Agent to such Lender, its Related ConduitLender or any of their respective Affiliates that are Affected Persons from any other source against any amount due to theAdministrative Agent under this clause (d) .(e) Evidence of Payments . As soon as practicable after any payment of Taxes by the Borrower to aGovernmental Authority pursuant to this Section 4.03 , the Borrower shall deliver to the Administrative Agent the original or acertified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting suchpayment or other evidence of such payment reasonably satisfactory to the Administrative Agent.(f) Status of Affected Persons . (i) Any Affected Person that is entitled to an exemption from or reduction ofwithholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower and theAdministrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properlycompleted and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit suchpayments to be made without withholding or at a reduced rate of withholding. In addition, any Affected Person, if reasonablyrequested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law orreasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent todetermine whether or not such Affected Person is subject to backup withholding or information reporting requirements.Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of suchdocumentation (other than such documentation set forth in Sections 4.03(f)(ii)(A) , 4 .03(f)(ii)(B) and 4.03(g) ) shall not berequired if, in the Affected Person’s reasonable judgment, such completion, execution or submission would subject such AffectedPerson to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of suchAffected Person. 43 (i) Without limiting the generality of the foregoing:(A) an Affected Person that is a U.S. Person shall deliver to the Borrower and the Administrative Agent from time totime upon the reasonable request of the Borrower or the Administrative Agent, executed originals of Internal Revenue ServiceForm W-9 certifying that such Affected Person is exempt from U.S. federal backup withholding tax;(B) any Affected Person that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to theBorrower and the Administrative Agent (in such number of copies as shall be requested of the Affected Person) from time to timeupon the reasonable request of the Borrower or the Administrative Agent, whichever of the following is applicable:(1) in the case of such an Affected Person claiming the benefits of an income tax treaty to which the United States is aparty, (x) with respect to payments of interest under any Transaction Document, executed originals of Internal Revenue ServiceForm W-8BEN or W-8BEN-E (as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Taxpursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any TransactionDocument, Internal Revenue Service Form W-8BEN or W-8BEN-E (as applicable) establishing an exemption from, or reductionof, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;(2) executed originals of Internal Revenue Service Form W-8ECI;(3) in the case of such an Affected Person claiming the benefits of the exemption for portfolio interest under Section881(c) of the Code, (x) a certificate to the effect that such Affected Person is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a“controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “ U.S. Tax Compliance Certificate ”) and (y)executed originals of Internal Revenue Service Form W-8BEN or W-8BEN-E (as applicable); or(4) to the extent such Affected Person is not the beneficial owner, executed originals of Internal Revenue Service FormW-8IMY, accompanied by Internal Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN or W-8BEN-E (asapplicable), a U.S. Tax Compliance Certificate, Internal Revenue Service Form W-9, and/or other certification documents fromeach beneficial owner, as applicable; provided that, if such Affected Person is a partnership and one or more direct or indirectpartners of such Affected Person are claiming the portfolio interest exemption, such Affected Person may provide a U.S. TaxCompliance Certificate on behalf of each such direct and indirect partner; and(C) any Affected Person that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to theBorrower and the Administrative Agent (in such number of copies as shall be requested by the recipient), from time to time uponthe reasonable request of the Borrower or the Administrative Agent, executed originals of any other form prescribed byApplicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding 44 Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit theBorrower or the Administrative Agent to determine the withholding or deduction required to be made.(g) Documentation Required by FATCA . If a payment made to an Affected Person under any TransactionDocument would be subject to U.S. federal withholding Tax imposed by FATCA if such Affected Person were to fail to complywith the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, asapplicable), such Affected Person shall deliver to the Borrower and the Administrative Agent at the time or times prescribed byApplicable Law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentationprescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additionaldocumentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and theAdministrative Agent to comply with their obligations under FATCA and to determine that such Affected Person has compliedwith such Affected Person’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.Solely for purposes of this clause (g) , “ FATCA ” shall include any amendments made to FATCA after the date of this Agreement.(h) Survival . Each party’s obligations under this Section 4.03 shall survive the resignation or replacement of theAdministrative Agent or any assignment of rights by, or the replacement of, a Credit Party or any other Affected person, thetermination of the Commitments and the repayment, satisfaction or discharge of all the Borrower Obligations and the Servicer’sobligations hereunder.(i) Updates . Each Affected Person agrees that if any form or certification it previously delivered pursuant to thisSection 4.03 expires or becomes obsolete or inaccurate in any respect, it shall promptly update such form or certification orpromptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.SECTION 4.04. Inability to Determine Adjusted LIBOR or LMIR; Change in Legality .(a) If any Group Agent shall have determined (which determination shall be conclusive and binding upon theparties hereto absent manifest error) on any day, by reason of circumstances affecting the interbank Eurodollar market, either that:(i) dollar deposits in the relevant amounts and for the relevant Interest Period or day, as applicable, are not available, (ii) adequateand reasonable means do not exist for ascertaining Adjusted LIBOR or LMIR for such Interest Period or day, as applicable, or (iii)Adjusted LIBOR or LMIR determined pursuant hereto does not accurately reflect the cost to the applicable Affected Person (asconclusively determined by such Group Agent) of maintaining any Portion of Capital during such Interest Period or day, asapplicable, such Group Agent shall promptly give telephonic notice of such determination, confirmed in writing, to the Borroweron such day. Upon delivery of such notice: (i) no Portion of Capital shall be funded thereafter at Adjusted LIBOR or LMIR unlessand until such Group Agent shall have given notice to the Administrative Agent and the Borrower that the circumstances givingrise to such determination no longer exist and (ii) with respect to any outstanding Portion 45 of Capital then funded at Adjusted LIBOR or LMIR, such Interest Rate shall automatically be converted to the Base Rate.(b) If on any day any Group Agent shall have been notified by any Affected Person that such Affected Person hasdetermined (which determination shall be final and conclusive absent manifest error) that any Change in Law, or compliance bysuch Affected Person with any Change in Law, shall make it unlawful or impossible for such Affected Person to fund or maintainany Portion of Capital at or by reference to Adjusted LIBOR or LMIR, such Group Agent shall notify the Borrower and theAdministrative Agent thereof. Upon receipt of such notice, until the applicable Group Agent notifies the Borrower and theAdministrative Agent that the circumstances giving rise to such determination no longer apply, (i) no Portion of Capital shall befunded at or by reference to Adjusted LIBOR or LMIR and (ii) the Interest for any outstanding portions of Capital then funded atAdjusted LIBOR or LMIR shall automatically and immediately be converted to the Base Rate.SECTION 4.05. Security Interest .(a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of theBorrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due ofthe Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to theAdministrative Agent for its benefit and the ratable benefit of the Secured Parties, a valid, continuing and perfected first prioritysecurity interest in, all of the Borrower’s right, title and interest in, to and under all of the following, whether now or hereafterowned, existing or arising (collectively, the “ Collateral ”): (i) all Pool Receivables, (ii) all Related Security with respect to suchPool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and allamounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes andCollection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Purchaseand Sale Agreement, (vi) all other personal and fixture property or assets of the Borrower of every kind and nature including,without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissorynotes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securitiesentitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations,money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles(including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivableunder any or all of, the foregoing.The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in additionto all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights andremedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financingstatements describing as the collateral covered thereby as “all of the debtor’s personal property or 46 assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in thisAgreement.Immediately upon the occurrence of (i) the Final Payout Date or (ii) in the event the Purchase Price of a Receivable has beenreduced to zero and the credit for such reduction has been applied pursuant to Section 3.3 of the Purchase and Sale Agreement, theCollateral, in the case of clause (i), or the applicable Receivable and any Related Rights solely with respect to such Receivable, in thecase of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other thanthose expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereundershall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shallrevert to the Borrower; provided , however , that promptly following written request therefor by the Borrower delivered to theAdministrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall execute (ifapplicable) and deliver to the Borrower UCC-3 termination statements and such other documents as the Borrower shall reasonablyrequest to evidence such termination.ARTICLE VCONDITIONS TO EFFECTIVENESS AND CREDIT EXTENSIONSSECTION 5.01. Conditions Precedent to Effectiveness and the Initial Credit Extension . This Agreement shall becomeeffective as of the Closing Date when (a) the Administrative Agent shall have received each of the documents, agreements (in fullyexecuted form), opinions of counsel, lien search results, UCC filings, certificates and other deliverables listed on the closingmemorandum attached as Exhibit H hereto, in each case, in form and substance acceptable to the Administrative Agent and (b) allfees and expenses payable by the Borrower on the Closing Date to the Credit Parties have been paid in full in accordance with theterms of the Transaction Documents.SECTION 5.02. Conditions Precedent to All Credit Extensions . Each Credit Extension hereunder on or after the ClosingDate shall be subject to the conditions precedent that:(a) in the case of a Loan, the Borrower shall have delivered to the Administrative Agent and each Group Agent aLoan Request for such Loan, in accordance with Section 2.02(a) ;(b) the Servicer shall have delivered to the Administrative Agent and each Group Agent all Information Packagesrequired to be delivered hereunder;(c) the conditions precedent to such Credit Extension specified in Section 2.01(i) through (iv) shall be satisfied;(d) on the date of such Credit Extension the following statements shall be true and correct (and upon the occurrenceof such Credit Extension, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements arethen true and correct): 47 (i) the representations and warranties of the Borrower and the Servicer contained in Sections 6.01 and 6.02 aretrue and correct in all material respects (unless such representations and warranties contain a materiality qualification, in whichcase such representations and warranties shall be true and correct as made) on and as of the date of such Credit Extension asthough made on and as of such date unless such representations and warranties by their terms refer to an earlier date, in whichcase they shall be true and correct in all material respects (unless such representations and warranties contain a materialityqualification, in which case such representations and warranties shall be true and correct as made) on and as of such earlier date;(ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Defaultor Unmatured Event of Default would result from such Credit Extension;(iii) no Borrowing Base Deficit exists or would exist after giving effect to such Credit Extension; and(iv) the Termination Date has not occurred.SECTION 5.03. Conditions Precedent to All Releases . Each Release hereunder on or after the Closing Date shall besubject to the conditions precedent that:(a) after giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties anamount of Collections sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, Interest, Fees and Breakage Fees, ineach case, through the date of such Release, (y) the amount of any Borrowing Base Deficit and (z) the amount of all other accruedand unpaid Borrower Obligations through the date of such Release;(b) the Borrower shall use the proceeds of such Release solely to pay (x) the purchase price for Receivablespurchased by the Borrower in accordance with the terms of the Purchase and Sale Agreement and (y) any amounts owing by theBorrower to the Originators under the Subordinated Notes or any Restricted Payments permitted under Section 7.01(r) ; and(c) on the date of such Release the following statements shall be true and correct (and upon the occurrence of suchRelease, the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true andcorrect):(i) the representations and warranties of the Borrower and the Servicer contained in Sections 6.01 and 6.02 aretrue and correct in all material respects (unless such representations and warranties contain a materiality qualification, in whichcase such representations and warranties shall be true and correct as made) on and as of the date of such Release as though madeon and as of such date unless such representations and warranties by their terms refer to an earlier date, in which case they shall betrue and correct in all material respects (unless such representations and warranties contain a materiality qualification, in whichcase such representations and warranties shall be true and correct as made) on and as of such earlier date; 48 (ii) no Event of Default has occurred and is continuing, and no Event of Default would result from such Release;(iii) no Borrowing Base Deficit exists or would exist after giving effect to such Release; and(iv) the Termination Date has not occurred.ARTICLE VIREPRESENTATIONS AND WARRANTIESSECTION 6.01. Representations and Warranties of the Borrower . The Borrower represents and warrants to each CreditParty as of the Closing Date, on each Settlement Date and on each day on which a Credit Extension shall have occurred:(a) Organization and Good Standing . The Borrower is a limited liability company and validly existing in goodstanding under the laws of the State of Delaware, with the power and authority under its organizational documents and under thelaws of Delaware to own its properties and to conduct its business as such properties are currently owned and such business ispresently conducted.(b) Due Qualification . The Borrower is duly qualified to do business, is in good standing as a foreign entity andhas obtained all necessary licenses and approvals in all jurisdictions in which the conduct of its business requires such qualification,licenses or approvals, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect on theBorrower.(c) Power and Authority; Due Authorization . The Borrower (i) has all necessary power and authority to (A)execute and deliver this Agreement and the other Transaction Documents to which it is a party, (B) perform its obligations under thisAgreement and the other Transaction Documents to which it is a party and (C) grant a security interest in the Collateral to theAdministrative Agent on the terms and subject to the conditions herein provided and (ii) has duly authorized by all necessary limitedliability company action such grant and the execution, delivery and performance of, and the consummation of the transactionsprovided for in, this Agreement and the other Transaction Documents to which it is a party.(d) Binding Obligations . This Agreement and each of the other Transaction Documents to which the Borrower is aparty constitutes legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with theirrespective terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriumor other similar laws affecting the enforcement of creditors’ rights generally and (ii) as such enforceability may be limited by generalprinciples of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. 49 (e) No Conflict or Violation . The execution, delivery and performance of, and the consummation of thetransactions contemplated by, this Agreement and the other Transaction Documents to which the Borrower is a party, and thefulfillment of the terms hereof and thereof by the Borrower will not (i) conflict with, result in any breach of any of the terms orprovisions of, or constitute (with or without notice or lapse of time or both) a default under, its organizational documents or anyindenture, sale agreement, credit agreement, loan agreement, security agreement, mortgage, deed of trust, or other agreement orinstrument to which the Borrower is a party or by which it or any of its properties is bound, (ii) result in the creation or imposition ofany Adverse Claim upon any of the Collateral pursuant to the terms of any such indenture, credit agreement, loan agreement,security agreement, mortgage, deed of trust, or other agreement or instrument, other than this Agreement and the other TransactionDocuments or (iii) conflict with or violate any Applicable Law, except to the extent that any such conflict, breach, default, AdverseClaim or violation would not reasonably be expected to have a Material Adverse Effect on the Borrower.(f) Litigation and Other Proceedings . (i) There is no action, suit, proceeding or investigation pending or, to theknowledge of the Borrower, threatened, against the Borrower before any Governmental Authority and (ii) the Borrower is notsubject to any order, judgment, decree, injunction, stipulation or consent order of or with any Governmental Authority that, in thecase of either of the foregoing clauses (i) and (ii) , (A) asserts the invalidity of this Agreement or any other Transaction Document,(B) seeks to prevent the grant of a security interest in any Collateral by the Borrower to the Administrative Agent, the ownership oracquisition by the Borrower of any Pool Receivables or other Collateral or the consummation of any of the transactionscontemplated by this Agreement or any other Transaction Document or (C) individually or in the aggregate for all such actions, suits,proceedings and investigations would reasonably be expected to have a Material Adverse Effect.(g) Governmental Approvals . Except where the failure to obtain or make such authorization, consent, order,license, registration, approval or action would not reasonably be expected to have a Material Adverse Effect, all authorizations,consents, orders, licenses, registrations and approvals of, or other actions by, any Governmental Authority or any other party that arerequired to be obtained by the Borrower in connection with the grant of a security interest in the Collateral to the AdministrativeAgent hereunder or the due execution, delivery and performance by the Borrower of this Agreement or any other TransactionDocument to which it is a party and the consummation by the Borrower of the transactions contemplated by this Agreement and theother Transaction Documents to which it is a party have been obtained or made and are in full force and effect.(h) Margin Regulations . The Borrower is not engaged, principally or as one of its important activities, in thebusiness of extending credit for the purpose of purchasing or carrying margin stock (within the meanings of Regulations T, U and Xof the Board of Governors of the Federal Reserve System).(i) Solvency . After giving effect to the transactions contemplated by this Agreement and the other TransactionDocuments, the Borrower is Solvent. 50 (j) Offices; Legal Name . The Borrower’s sole jurisdiction of organization is the State of Delaware and suchjurisdiction has not changed within four (4) months prior to the date of this Agreement as such jurisdiction of organization may bechanged with thirty (30) days’ prior written notice to the Administrative Agent and the Group Agents and compliance with the otherrequirements of Section 7.01(l) and Section 7.03 . The office of the Borrower is located at 190 Carondelet Plaza, Suite 1530,Clayton, Missouri 63150, as such address may be updated with thirty (30) days’ prior written notice to the Administrative Agent andthe Group Agents. The legal name of the Borrower is Olin Finance Company, LLC as such name may be changed with thirty (30)days’ prior written notice to the Administrative Agent and the Group Agents and compliance with the other requirements of Section7.01(l) and Section 7.03 .(k) Investment Company Act; Volcker Rule The Borrower (i) is not, and is not controlled by, an “investmentcompany” registered or required to be registered under the Investment Company Act and (ii) is not a “covered fund” under theVolcker Rule. In determining that the Borrower is not a “covered fund” under the Volcker Rule, the Borrower relies on, and isentitled to rely on, the exemption from the definition of “investment company” set forth in Section 3(c)(5) of the InvestmentCompany Act.(l) No Material Adverse Effect . Since the date of formation of the Borrower there has been no Material AdverseEffect with respect to the Borrower.(m) Accuracy of Information . All Information Packages, Interim Reports, Loan Requests, certificates, reports,statements, documents and other information furnished to the Administrative Agent or any other Credit Party by or on behalf of theBorrower pursuant to any provision of this Agreement or any other Transaction Document, or in connection with or pursuant to anyamendment or modification of, or waiver under, this Agreement or any other Transaction Document, is, at the time the same are sofurnished, complete and correct in all material respects on the date the same are furnished to the Administrative Agent or such otherCredit Party.(n) Sanctions Compliance . No Covered Entity is a Sanctioned Person. No borrowing under this Agreement, nor theproceeds from any borrowing under this Agreement, will be used by the Borrower directly or, to the knowledge of the Borrower,indirectly, (i) to fund any activity or business in any Sanctioned Country, (ii) to the knowledge of the Borrower, to fund any activityor business of any Sanctioned Person or (iii) in any manner that would result in the violation of any Sanctions applicable to any partyhereto.(o) Transaction Information . None of the Borrower, any Affiliate of the Borrower or any third party with which theBorrower or any Affiliate thereof has contracted, has delivered, in writing or orally, to any Rating Agency, any TransactionInformation without providing such Transaction Information to the applicable Group Agent prior to delivery to such Rating Agencyand has not participated in any oral communications with respect to Transaction Information with any Rating Agency without theparticipation of such Group Agent. 51 (p) Receivables Representations .(i) This Agreement creates a valid and continuing security interest (as defined in the applicableUCC) in the Borrower’s right, title and interest in, to and under the Collateral which, (A) when financing statementsin appropriate form are filed in the appropriate filing offices under the applicable UCC, will be a security interest thatis perfected and enforceable against creditors of and purchasers from the Borrower and (B) will be free of all AdverseClaims in such Collateral.(ii) The Receivables constitute “accounts” or “payment intangibles” within the meaning of Section9-102 of the UCC.(iii) The Borrower owns and has good and valid title to the Collateral free and clear of any AdverseClaim of any Person.(iv) All appropriate financing statements, financing statement amendments and continuationstatements have been filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order toperfect (and continue the perfection of) the sale and contribution of the Receivables and Related Security from eachOriginator to the Borrower pursuant to the Purchase and Sale Agreement and the grant by the Borrower of a securityinterest in the Collateral to the Administrative Agent pursuant to this Agreement.(v) Other than the security interest granted to the Administrative Agent pursuant to this Agreement,the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of theCollateral except as permitted by this Agreement and the other Transaction Documents. The Borrower has notauthorized the filing of and is not aware of any financing statements filed against the Borrower that include adescription of collateral covering the Collateral other than any financing statement (i) in favor of the AdministrativeAgent or (ii) that has been terminated. The Borrower is not aware of any judgment lien, ERISA lien or tax lien filingsagainst the Borrower.(vi) Each Receivable included as an Eligible Receivable in the calculation of the Net ReceivablesPool Balance as of any date is an Eligible Receivable as of such date.(q) The Lock-Boxes and Collection Accounts .(i) Nature of Collection Accounts . Each Collection Account constitutes a “deposit account” within the meaningof the applicable UCC.(ii) Ownership . Each Lock-Box and Collection Account is in the name of the Borrower, and the Borrower ownsand has good and valid title to the Collection Accounts free and clear of any Adverse Claim. 52 (iii) Perfection . The Borrower has delivered to the Administrative Agent a fully executed Account ControlAgreement relating to each Lock-Box and Collection Account, pursuant to which each applicable Collection Account Bank hasagreed to comply with the instructions originated by the Administrative Agent directing the disposition of funds in such Lock-Boxand Collection Account without further consent by the Borrower, the Servicer or any other Person. The Administrative Agent has“control” (as defined in Section 9-104 of the UCC) over each Collection Account.(iv) Instructions . Neither the Lock-Boxes nor the Collection Accounts are in the name of any Person other thanthe Borrower. Neither the Borrower nor the Servicer has consented to the applicable Collection Account Bank complying withinstructions of any Person other than the Administrative Agent.(r) Ordinary Course of Business . Each remittance of Collections by or on behalf of the Borrower to the CreditParties that are timely applied in accordance with the terms and conditions of this Agreement will have been (i) in payment of adebt incurred by the Borrower in the ordinary course of business or financial affairs of the Borrower and (ii) made in the ordinarycourse of business or financial affairs of the Borrower.(s) Compliance with Law . The Borrower has complied in all material respects with all Applicable Laws to whichit may be subject.(t) Bulk Sales Act . No transaction contemplated by this Agreement requires compliance by it with any bulk salesact or similar law.(u) Taxes . The Borrower has (i) timely filed all material Tax returns (federal, state and local) required to be filedby it and (ii) paid, or caused to be paid, all Taxes shown as due on such Tax returns, if any, other than Taxes being contested ingood faith by appropriate proceedings and as to which adequate reserves have been provided in accordance with GAAP.(v) Tax Status . The Borrower (i) is, and shall at all relevant times continue to be, a “disregarded entity” withinthe meaning of U.S. Treasury Regulation § 301.7701-3 for U.S. federal income tax purposes and (ii) is not and will not at anyrelevant time become an association (or publicly traded partnership) taxable as an association for U.S. federal income tax purposes.(w) Opinions . The facts regarding the Borrower, the Servicer, each Originator, the Performance Guarantor, theReceivables, the Related Security and the related matters set forth or assumed in each of the opinions of counsel delivered inconnection with this Agreement and the Transaction Documents are true and correct in all material respects.(x) Other Transaction Documents . Each representation and warranty made by the Borrower under each otherTransaction Document to which it is a party is true and correct in all material respects (unless such representation or warrantycontains a materiality qualification and, in such case, such representation or warranty shall be true and correct as made) as of thedate when made. 53 (y) Liquidity Coverage Ratio . The Borrower has not, does not and will not during this Agreement (x) issue anyobligations that (A) constitute asset-backed commercial paper, or (B) are securities required to be registered under the SecuritiesAct or that are offered for sale under Rule 144A or a similar exemption from registration under the Securities Act or the rulespromulgated thereunder, or (y) issue any other debt obligations or equity interest other than debt obligations substantially similar tothe obligations of the Borrower under this Agreement that are (A) issued to other banks or asset-backed commercial paper conduitsin privately negotiated transactions, and (B) subject to transfer restrictions substantially similar to the transfer restrictions set forthin this Agreement; provided , that nothing in this Section 6.01(y) prohibits or restricts the Borrower from issuing its own limitedliability company interests or the Subordinated Notes. The Borrower further represents and warrants that its assets and liabilitiesare consolidated with the assets and liabilities of Parent for purposes of generally accepted accounting principles.(z) No Linked Accounts . Except for the Servicer Accounts, there are no “Linked Accounts” (as defined in therelated Account Control Agreement) with respect to any Collection Account.(aa) Reaffirmation of Representations and Warranties . On the date of each Credit Extension, on the date of eachRelease, on each Settlement Date and on the date each Information Package or other report is delivered to the AdministrativeAgent or any Group Agent hereunder, the Borrower shall be deemed to have certified that (i) all representations and warranties ofthe Borrower hereunder are true and correct in all material respects (unless such representations and warranties contain amateriality qualification, in which case such representations and warranties shall be true and correct as made) on and as of suchday as though made on and as of such day, except for representations and warranties which apply as to an earlier date (in whichcase such representations and warranties shall be true and correct in all material respects (unless such representations andwarranties contain a materiality qualification, in which case such representations and warranties shall be true and correct as made)as of such date) and (ii) no Event of Default or an Unmatured Event of Default has occurred and is continuing or will result fromsuch Credit Extension or Release.Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations andwarranties contained in this Section shall be continuing, and remain in full force and effect until the Final Payout Date.SECTION 6.02. Representations and Warranties of the Servicer . The Servicer represents and warrants to each Credit Partyas of the Closing Date, on each Settlement Date and on each day on which a Credit Extension shall have occurred:(a) Organization and Good Standing . The Servicer is a duly organized and validly existing corporation in goodstanding under the laws of the State of Virginia, with the power and authority under its organizational documents and under the lawsof Virginia to own its properties and to conduct its business as such properties are currently owned and such business is presentlyconducted. 54 (b) Due Qualification. The Servicer is duly qualified to do business, is in good standing as a foreign entity and hasobtained all necessary licenses and approvals in all jurisdictions in which the conduct of its business or the servicing of the PoolReceivables as required by this Agreement requires such qualification, licenses or approvals, except where the failure to do so wouldnot reasonably be expected to have a Material Adverse Effect on the Servicer.(c) Power and Authority; Due Authorization. The Servicer has all necessary power and authority to (i) execute anddeliver this Agreement and the other Transaction Documents to which it is a party and (ii) perform its obligations under thisAgreement and the other Transaction Documents to which it is a party and the execution, delivery and performance of, and theconsummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party havebeen duly authorized by the Servicer by all necessary corporate action.(d) Binding Obligations. This Agreement and each of the other Transaction Documents to which it is a partyconstitutes legal, valid and binding obligations of the Servicer, enforceable against the Servicer in accordance with their respectiveterms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or othersimilar laws affecting the enforcement of creditors’ rights generally and (ii) as such enforceability may be limited by generalprinciples of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.(e) No Conflict or Violation. The execution and delivery of this Agreement and each other Transaction Documentto which the Servicer is a party, the performance of the transactions contemplated by this Agreement and the other TransactionDocuments and the fulfillment of the terms of this Agreement and the other Transaction Documents by the Servicer will not (i)conflict with, result in any breach of any of the terms or provisions of, or constitute (with or without notice or lapse of time or both) adefault under, the organizational documents of the Servicer or any indenture, sale agreement, credit agreement, loan agreement,security agreement, mortgage, deed of trust or other agreement or instrument to which the Servicer is a party or by which it or any ofits property is bound, (ii) result in the creation or imposition of any Adverse Claim upon any of its properties pursuant to the terms ofany such indenture, credit agreement, loan agreement, agreement, mortgage, deed of trust or other agreement or instrument, otherthan this Agreement and the other Transaction Documents or (iii) conflict with or violate any Applicable Law, except to the extentthat any such conflict, breach, default, Adverse Claim or violation would not reasonably be expected to have a Material AdverseEffect on the Servicer.(f) Litigation and Other Proceedings. (i) There is no action, suit, proceeding or investigation pending, or to theServicer’s knowledge threatened, against the Servicer before any Governmental Authority and (ii) the Servicer is not subject to anyorder, judgment, decree, injunction, stipulation or consent order of or with any Governmental Authority that, in the case of either ofthe foregoing clauses (i) and (ii) , (A) asserting the invalidity of this Agreement or any other Transaction Documents, (B) seeking toprevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document or (C)individually or in the 55 aggregate for all such actions, suits, proceedings and investigations would reasonably be expected to have a Material Adverse Effecton the Servicer.(g) Governmental Approvals. Except where the failure to obtain or make such authorization, consent, order,license, registration, approval or action would not reasonably be expected to have a Material Adverse Effect on the Servicer, allauthorizations, consents, orders, licenses, registrations and approvals of, or other actions by, any Governmental Authority or anyother party that are required to be obtained by the Servicer in connection with the due execution, delivery, or performance by theServicer of this Agreement or any other Transaction Document to which it is a party and the consummation by the Servicer of thetransactions contemplated by this Agreement and the other Transaction Documents to which it is a party have been obtained or madeand are in full force and effect.(h) Compliance with Applicable Law . The Servicer (i) shall duly satisfy all obligations on its part to be fulfilledunder or in connection with the Pool Receivables and the related Contracts, (ii) has maintained in effect all qualifications requiredunder Applicable Law in order to properly service the Pool Receivables and (iii) has complied in all material respects with allApplicable Laws in connection with servicing the Pool Receivables.(i) Accuracy of Information. All Information Packages, Interim Reports, Loan Requests, certificates, reports,statements, documents and other information furnished to the Administrative Agent or any other Credit Party by the Servicerpursuant to any provision of this Agreement or any other Transaction Document, or in connection with or pursuant to anyamendment or modification of, or waiver under, this Agreement or any other Transaction Document, is, at the time the same are sofurnished, complete and correct in all material respects on the date the same are furnished to the Administrative Agent or such otherCredit Party.(j) Location of Records. The offices where the initial Servicer keeps all of its records relating to the servicing of thePool Receivables are located at 190 Carondelet Plaza, Suite 1530, Clayton, Missouri 63105.(k) Credit and Collection Policy. The Servicer has complied in all material respects with the Credit and CollectionPolicy, as in effect from time to time, with regard to each Pool Receivable and the related Contracts.(l) Eligible Receivables . Each Receivable included as an Eligible Receivable in the calculation of the NetReceivables Pool Balance as of any date is an Eligible Receivable as of such date.(m) No Material Adverse Effect . Since September 30, 2016 there has been no Material Adverse Effect on theServicer.(n) Other Transaction Documents . Each representation and warranty made by the Servicer under each otherTransaction Document to which it is a party (including, without limitation, the Purchase and Sale Agreement) is true and correct inall material respects (unless such 56 representation or warranty contains a materiality qualification and, in such case, such representation or warranty shall be true andcorrect as made) as of the date when made.(o) Investment Company Act . The Servicer is not an “investment company,” or a company “controlled” by an“investment company,” within the meaning of the Investment Company Act.(p) Sanctions Compliance . No Covered Entity is a Sanctioned Person. No borrowing under this Agreement, nor theproceeds from any borrowing under this Agreement, will be used by the Borrower directly or, to the knowledge of the Servicer,indirectly, (i) to fund any activity or business in any Sanctioned Country, (ii) to the knowledge of the Servicer, to fund any activity orbusiness of any Sanctioned Person or (iii) in any manner that would result in the violation of any Sanctions applicable to any partyhereto.(q) Transaction Information . None of the Servicer, any Affiliate of the Servicer or any third party with which theServicer or any Affiliate thereof has contracted, has delivered, in writing or orally, to any Rating Agency, or monitoring a rating of,any Notes, any Transaction Information without providing such Transaction Information to the applicable Group Agent prior todelivery to such Rating Agency and has not participated in any oral communications with respect to Transaction Information withany Rating Agency without the participation of such Group Agent.(r) Financial Condition . The consolidated balance sheets of the Servicer and its consolidated Subsidiaries as ofSeptember 30, 2016 and the related statements of income and shareholders’ equity of the Servicer and its consolidated Subsidiariesfor the fiscal quarter then ended, copies of which have been furnished to the Administrative Agent and the Group Agents, presentfairly in all material respects the consolidated financial position of the Servicer and its consolidated Subsidiaries for the period endedon such date, all in accordance with GAAP, subject to normal year-end audit adjustments and except for the absence of footnotes.(s) Taxes . The Servicer has (i) timely filed all material Tax returns (federal, state and local) required to be filed byit and (ii) paid, or caused to be paid, all Taxes shown as due on such Tax returns, if any, other than Taxes being contested in goodfaith by appropriate proceedings and as to which adequate reserves have been provided in accordance with GAAP, except where thefailure to file or pay would not reasonably be expected to result in a Material Adverse Effect on the Servicer.(t) Opinions . The facts regarding the Borrower, the Servicer, each Originator, the Performance Guarantor, theReceivables, the Related Security and the related matters set forth or assumed in each of the opinions of counsel delivered inconnection with this Agreement and the Transaction Documents are true and correct in all material respects.(u) No Linked Accounts . Except for the Servicer Accounts, there are no “Linked Accounts” (as defined in therelated Account Control Agreement) with respect to any Collection Account. 57 (v) Reaffirmation of Representations and Warranties . On the date of each Credit Extension, on the date of eachRelease, on each Settlement Date and on the date each Information Package, Interim Report or other report is delivered to theAdministrative Agent or any Group Agent hereunder, the Servicer shall be deemed to have certified that (i) all representations andwarranties of the Servicer hereunder are true and correct in all material respects (unless such representations and warranties contain amateriality qualification, in which case such representations and warranties shall be true and correct as made) on and as of such dayas though made on and as of such day, except for representations and warranties which apply as to an earlier date (in which casesuch representations and warranties shall be true and correct in all material respects (unless such representations and warrantiescontain a materiality qualification, in which case such representations and warranties shall be true and correct as made) as of suchdate) and (ii) no Event of Default or an Unmatured Event of Default has occurred and is continuing or will result from such CreditExtension or Release.Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained inthis Section shall be continuing, and remain in full force and effect until the Final Payout Date.ARTICLE VIICOVENANTSSECTION 7.01. Covenants of the Borrower . At all times from the Closing Date until the Final Payout Date:(a) Payment of Principal and Interest . The Borrower shall duly and punctually pay Capital, Interest, Fees and allother amounts payable by the Borrower hereunder in accordance with the terms of this Agreement.(b) Existence . The Borrower shall keep in full force and effect its existence and rights as a limited liabilitycompany under the laws of the State of Delaware, and shall obtain and preserve its qualification to do business in each jurisdiction inwhich such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the other TransactionDocuments and the Collateral.(c) Financial Reporting . The Borrower will maintain a system of accounting established and administered inaccordance with GAAP, and the Borrower (or the Servicer on its behalf) shall furnish to the Administrative Agent and each GroupAgent:(i) Annual Financial Statements of the Borrower . Promptly upon completion and in no event later than onehundred and twenty (120) days after the close of each fiscal year of the Borrower, annual unaudited financial statements of theBorrower certified by a Financial Officer of the Borrower that they fairly present in all material respects, in accordance withGAAP, the financial condition of the Borrower as of the date indicated and the results of its operations for the periods indicated. 58 (ii) Information Packages and Interim Reports . As soon as available and in any event not later than two (2)Business Days prior to each Settlement Date, an Information Package as of the most recently completed Fiscal Month; provided ,that at any time after the occurrence and during the continuance of an Event of Default, upon two (2) Business Days’ prior writtennotice from the Administrative Agent, the Borrower shall furnish or cause to be furnished to the Administrative Agent and eachGroup Agent an Interim Report with respect to the Pool Receivables with data as of the close of business on the Business Daypreceding the date on which such Interim Report is delivered; and, provided , further , that upon two (2) Business Days’ priorwritten notice to the Borrower, the Administrative Agent may specify in such notice that an Interim Report be furnished to theAdministrative Agent and each Group Agent on a more frequent basis until the Administrative Agent gives notices otherwise andthe Borrower shall so furnish or cause to be furnished.(iii) Other Information . Such other information respecting the condition or operations, financial or otherwise ofthe Borrower, any Originator, the Servicer, any Sub-Servicer, the Performance Guarantor or any of their Subsidiaries as theAdministrative Agent or any Group Agent may from time to time reasonably request.(iv) Quarterly Financial Statements of Parent . As soon as available and in no event later than sixty (60) daysfollowing the end of each of the first three fiscal quarters in each of Parent’s fiscal years, the unaudited consolidated balance sheetand statements of income of Parent and its consolidated Subsidiaries as at the end of such fiscal quarter and the related unauditedconsolidated statements of earnings and cash flows for such fiscal quarter and for the elapsed portion of the fiscal year ended withthe last day of such fiscal quarter, all of which shall be certified by a Financial Officer of Parent that they fairly present in allmaterial respects, in accordance with GAAP, the financial condition of Parent and its consolidated Subsidiaries as of the datesindicated and the results of their operations for the periods indicated, subject to normal year-end audit adjustments and theabsence of footnotes.(v) Annual Financial Statements of Parent . Within one hundred and twenty (120) days after the close of each ofParent’s fiscal years, the consolidated balance sheet of Parent and its consolidated Subsidiaries as at the end of such fiscal yearand the related consolidated statements of earnings and cash flows for such fiscal year, all reported on by independent certifiedpublic accountants of recognized national standing to the effect that such consolidated financial statements present fairly in allmaterial respects, in accordance with GAAP, the financial condition of Parent and its consolidated Subsidiaries as of the datesindicated and the results of their operations for the periods indicated.(vi) Other Reports and Filings . Promptly (but in any event within ten (10) days) after (x) the filing or deliverythereof, copies of all financial information, proxy materials and reports, if any, which Parent or any of its consolidatedSubsidiaries shall publicly file with the SEC and (y) all material financial information, proxy materials and reports, if any, whichParent or any of its consolidated Subsidiaries shall deliver to holders (or any trustee, agent or other representative therefor) of anyof its material Debt pursuant to the terms of the documentation governing the same. 59 (vii) Notwithstanding anything herein to the contrary, any financial information, proxy statements or othermaterial required to be delivered pursuant to this paragraph (c) shall be deemed to have been furnished to each of theAdministrative Agent and each Group Agent on the date that such report, proxy statement or other material is posted on the SEC’swebsite at www.sec.gov.(d) Notices . The Borrower (or the Servicer on its behalf) will notify the Administrative Agent and each GroupAgent in writing promptly upon (but in no event later than four (4) Business Days after) a Financial Officer learning of theoccurrence of (i) an Event of Default, Unmatured Event of Default, Purchase and Sale Termination Event or Unmatured Purchaseand Sale Termination Event, (ii) any Person obtaining an Adverse Claim upon the Collateral or any portion thereof, (iii) any Personother than the Borrower, the Servicer or the Administrative Agent shall obtain any rights or direct any action with respect to anyCollection Account (or related Lock-Box) or (iv) any Obligor shall receive any change in payment instructions with respect to PoolReceivable(s) from a Person other than the Servicer or the Administrative Agent, with such notice describing the same, and ifapplicable, the steps being taken by the Person(s) affected with respect thereto.(e) Conduct of Business . The Borrower will carry on and conduct its business in substantially the same mannerand in substantially the same fields of enterprise as it is presently conducted and will do all things necessary to remain dulyorganized, validly existing and in good standing as a domestic organization in its jurisdiction of organization and maintain allrequisite authority to conduct its business in each jurisdiction in which its business is conducted.(f) Compliance with Laws . The Borrower will comply with all Applicable Laws to which it may be subject if thefailure to comply would reasonably be expected to have a Material Adverse Effect.(g) Furnishing of Information and Inspection of Receivables . The Borrower will furnish or cause to be furnished tothe Administrative Agent and each Group Agent from time to time such information with respect to the Pool Receivables and theother Collateral as the Administrative Agent or any Group Agent may reasonably request. The Borrower will, at the Borrower’sexpense, during regular business hours, (i) with reasonable prior written notice permit the Administrative Agent and each GroupAgent or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and recordsrelating to the Pool Receivables or other Collateral, (B) visit the offices and properties of the Borrower for the purpose of examiningsuch books and records and (C) discuss matters relating to the Pool Receivables, the other Collateral or the Borrower’s performancehereunder or under the other Transaction Documents to which it is a party with any of the officers, directors, employees orindependent public accountants of the Borrower having knowledge of such matters and (ii) without limiting the provisions of clause(i) above, during regular business hours, at the Borrower’s expense, upon prior written notice from the Administrative Agent, permitcertified public accountants or other auditors acceptable to the Administrative Agent to conduct a review of its books and recordswith respect to such Pool Receivables and other Collateral; provided , that, the Borrower shall be required to reimburse theAdministrative Agent, in each case, for only one (1) such examination, visit, and discussion pursuant 60 to clause (i) above and only one (1) such review pursuant to clause (ii) above in any twelve (12)-month period, unless an Event ofDefault has occurred and is continuing.(h) Payments on Receivables, Collection Accounts . The Borrower (or the Servicer on its behalf) will, and willcause each Originator to, at all times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or aLock-Box; provided , that prior to a Ratings Event, Olin Sunbelt, Inc. will not be required to instruct Oxy Vinyls, LP to deliverpayments on the Pool Receivables to a Collection Account or a Lock-Box; provided , further that the Borrower (or the Servicer on itsbehalf) shall remit any such payments on the Pool Receivables from Oxy Vinyls, LP into a Collection Account or a Lock-Box withintwo (2) Business Days after receipt of such payments. The Borrower (or the Servicer on its behalf) will, and will cause eachOriginator to, at all times, maintain such books and records as are necessary to identify Collections received from time to time onPool Receivables and to segregate such Collections from other property of the Servicer and the Originators. If any payments on thePool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold such payments intrust for the benefit of the Administrative Agent, the Group Agents and the other Secured Parties and promptly (but in any eventwithin one (1) Business Day after receipt) remit such funds into a Collection Account. The Borrower (or the Servicer on its behalf)will cause each Collection Account Bank to comply with the terms of each applicable Account Control Agreement. The Borrowershall not instruct any Person other than the Obligors (and the Excluded Obligors to the extent permitted pursuant to the provisobelow) to deposit funds other than Collections on Pool Receivables, other Collateral and remittances of funds for ExcludedReceivables (subject to the proviso below) into any Collection Account. If such funds are nevertheless deposited into any CollectionAccount, the Borrower (or the Servicer on its behalf) will within two (2) Business Days, (x) identify and transfer such funds to theappropriate Person entitled to such funds and (y) shall instruct such Person to no longer deposit any such funds into any suchCollection Account. Except as permitted by this Section, the Borrower will not, and will not permit the Servicer, any Originator orany other Person to commingle Collections or other funds to which the Administrative Agent, any Group Agent or any other SecuredParty is entitled, with any other funds; provided , that, until the occurrence of a Ratings Event, such commingling shall be permittedsolely with respect to remittance of funds for Excluded Receivables; provided further , that, upon the occurrence of a Ratings Eventand request by the Majority Group Agents, the Borrower shall promptly upon (but in no event later than one (1) Business Day after)receipt of such request from the Majority Group Agents instruct the Servicer, such Originator or such Person to (x) transfer suchfunds related to the Excluded Receivables into an account other than a Collection Account, (y) no longer deposit any such funds intoany such Collection Account and (z) instruct the Excluded Obligors to longer deposit any such funds into any such CollectionAccount. The Borrower shall only add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed onSchedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledgedcopy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to the Administrative Agentfrom the applicable Collection Account Bank. The Borrower shall only terminate a Collection Account Bank or close a CollectionAccount (or a related Lock-Box) with the prior written consent of the Administrative Agent. 61 (i) Sales, Liens, etc. Except as otherwise provided herein, the Borrower will not sell, assign (by operation of law orotherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing ofany financing statement) or with respect to, any Pool Receivable or other Collateral, or assign any right to receive income in respectthereof.(j) Extension or Amendment of Pool Receivables . Except as otherwise permitted in Section 8.02 , the Borrowerwill not, and will not permit the Servicer to, alter the delinquency status or adjust the Outstanding Balance or otherwise modify theterms of any Pool Receivable in any material respect, or amend, modify or waive, in any material respect, any term or condition ofany related Contract. The Borrower shall at its expense, timely and fully perform and comply in all material respects with allprovisions, covenants and other promises required to be observed by it under the Contracts related to the Pool Receivables, andtimely and fully comply in all material respects with the Credit and Collection Policy, as in effect from time to time, with regard toeach Pool Receivable and the related Contract.(k) Change in Credit and Collection Policy . The Borrower will not make any change in the Credit and CollectionPolicy that would materially and adversely affect the collectibility of the Pool Receivables or the ability of the Borrower to performits obligations under this Agreement without the prior written consent of the Administrative Agent and the Majority Group Agents.Promptly following any change in the Credit and Collection Policy, the Borrower will deliver a copy of the updated Credit andCollection Policy to the Administrative Agent and each Lender.(l) Fundamental Changes . The Borrower shall not, without the prior written consent of the Administrative Agentand the Majority Group Agents, permit (i) itself to merge or consolidate with or into, or convey, transfer, lease or otherwise disposeof (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafteracquired) to, any Person or (ii) itself to be directly owned by any Person other than Olin or (iii) any of its issued and outstandingCapital Stock or any of its other equity interests to become subject to any Adverse Claims. The Borrower shall (i) provide theAdministrative Agent and the Group Agents with at least thirty (30) days’ prior written notice before making any change in theBorrower’s name or location or making any other change in the Borrower’s identity or corporate structure that could impair orotherwise render any UCC financing statement filed in connection with this Agreement or any other Transaction Document“seriously misleading” as such term (or similar term) is used in the applicable UCC, which notice shall set forth the applicablechange and the proposed effective date thereof and (ii) in connection with such change, at its own expense, (x) will take all actionnecessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including, withoutlimitation, the filing of all financing statements and the taking of such other action as the Administrative Agent may request inconnection with such change or relocation) and (y) if requested by the Administrative Agent, the Borrower shall cause to bedelivered to the Administrative Agent, an opinion, in form and substance satisfactory to the Administrative Agent as to such UCCperfection and priority matters as the Administrative Agent may request at such time. 62 (m) Books and Records . The Borrower shall maintain and implement (or cause the Servicer to maintain andimplement) administrative and operating procedures (including an ability to recreate records evidencing Pool Receivables andrelated Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep andmaintain) all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for thecollection of all Pool Receivables (including records adequate to permit the daily identification of each Pool Receivable and allCollections of and adjustments to each existing Pool Receivable).(n) Identifying of Records . The Borrower shall: (i) identify (or cause the Servicer to identify) its master dataprocessing records relating to Pool Receivables and related Contracts with a legend that indicates that the Pool Receivables havebeen pledged in accordance with this Agreement and (ii) cause each Originator so to identify its master data processing records withsuch a legend.(o) Change in Payment Instructions to Obligors . The Borrower shall not (and shall not permit the Servicer or anySub-Servicer to) add, replace or terminate any Collection Account (or any related Lock-Box) or make any change in its (or their)instructions to the Obligors regarding payments to be made to the Collection Accounts (or any related Lock-Box), other than anyinstruction to remit payments to a different Collection Account (or any related Lock-Box), unless the Administrative Agent shallhave received (i) prior written notice of such addition, termination or change and (ii) a signed and acknowledged Account ControlAgreement (or amendment thereto) with respect to such new Collection Accounts (or any related Lock-Box), and the AdministrativeAgent shall have consented to such change in writing.(p) Security Interest, Etc. The Borrower shall (and shall cause the Servicer to), at its expense, take all actionnecessary or reasonably desirable to establish and maintain a valid and enforceable first priority perfected security interest in theCollateral, in each case free and clear of any Adverse Claim, in favor of the Administrative Agent (on behalf of the Secured Parties),including taking such action to perfect, protect or more fully evidence the security interest of the Administrative Agent (on behalf ofthe Secured Parties) as the Administrative Agent or any Secured Party may reasonably request. In order to evidence the securityinterests of the Administrative Agent under this Agreement, the Borrower shall, from time to time take such action, or execute anddeliver such instruments as may be necessary (including, without limitation, such actions set forth in Section 7.01(t) ) to maintainand perfect, as a first-priority interest, the Administrative Agent’s security interest in the Receivables, Related Security andCollections. Notwithstanding anything else in the Transaction Documents to the contrary, except to the extent permitted byApplicable Law the Borrower shall not have any authority to file a termination, partial termination, release, partial release, or anyamendment that deletes the name of a debtor or excludes collateral of any such financing statements filed in connection with theTransaction Documents, without the prior written consent of the Administrative Agent.(q) Certain Agreements . Without the prior written consent of the Administrative Agent and the Majority GroupAgents, the Borrower will not (and will not permit any Originator or the Servicer to) amend, modify, waive, revoke or terminate anyTransaction 63 Document to which it is a party or any provision of the Borrower’s organizational documents which requires the consent of the“Independent Director” (as such term is used in the Borrower’s Certificate of Formation and Limited Liability CompanyAgreement).(r) Restricted Payments .(i) Except pursuant to clause (ii) below, the Borrower will not: (A) purchase or redeem any of its membershipinterests, (B) declare or pay any dividend or set aside any funds for any such purpose, (C) prepay, purchase or redeem any Debt,(D) lend or advance any funds or (E) repay any loans or advances to, for or from any of its Affiliates (the amounts described inclauses (A) through (E) being referred to as “ Restricted Payments ”).(ii) Subject to the limitations set forth in clause (iii) below, the Borrower may make Restricted Payments so longas such Restricted Payments are made only in one or more of the following ways: (A) the Borrower may make cash payments(including prepayments) on the Subordinated Notes in accordance with their respective terms and (B) the Borrower may declareand pay dividends if, in both cases, both immediately before and immediately after giving effect thereto, the Borrower’s NetWorth is not less than the Required Capital Amount.(iii) The Borrower may make Restricted Payments only out of the funds, if any, it receives pursuant to Sections3.01 of this Agreement; provided that the Borrower shall not pay, make or declare any Restricted Payment (including anydividend) if, after giving effect thereto, any Event of Default or Unmatured Event of Default shall have occurred and becontinuing.(s) Other Business . The Borrower will not: (i) engage in any business other than the transactions contemplated bythe Transaction Documents, (ii) create, incur or permit to exist any Debt of any kind (or cause or permit to be issued for its accountany letters of credit) or bankers’ acceptances other than pursuant to this Agreement or the Subordinated Notes or (iii) form anySubsidiary or make any investments in any other Person.(t) Further Assurances.(i) The Borrower hereby agrees from time to time, at its own expense, promptly to execute (if necessary) anddeliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that theAdministrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant tothis Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) toexercise and enforce the Secured Parties’ rights and remedies under this Agreement and the other Transaction Document. Withoutlimiting the foregoing, the Borrower will, upon the request of the Administrative Agent, at the Borrower’s own expense, execute(if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instrumentsand documents, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect orevidence any of the foregoing. 64 (ii) The Borrower authorizes the Administrative Agent to file financing statements, continuation statements andamendments thereto and assignments thereof, relating to the Receivables, the Related Security, the related Contracts, Collectionswith respect thereto and the other Collateral without the signature of the Borrower. A photocopy or other reproduction of thisAgreement shall be sufficient as a financing statement where permitted by law.(u) Sanctions/Anti-Corruption Law Compliance . The Borrower will not request any Loan, and the Borrower shallnot use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, theproceeds of any Loan (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, oranything else of value, to any Person in violation of Anti-Corruption Laws, (ii) for the purpose of funding or financing any activities,business or transactions of or with any Sanctioned Person or in any Sanctioned Country, to the extent such activities, businesses ortransactions would be prohibited by Sanctions if conducted by a limited liability company formed in the United States or in aEuropean member state or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.(v) Transaction Information . None of the Borrower, any Affiliate of the Borrower or any third party with which theBorrower or any Affiliate thereof has contracted, shall deliver, in writing or orally, to any Rating Agency, any TransactionInformation without providing such Transaction Information to the applicable Group Agent prior to delivery to such Rating Agencyand will not participate in any oral communications with respect to Transaction Information with any Rating Agency without theparticipation of such Group Agent.(w) Borrower’s Net Worth . The Borrower shall not permit the Borrower’s Net Worth to be less than the RequiredCapital Amount.(x) Borrower’s Tax Status . The Borrower will remain a wholly-owned subsidiary of a United States person (withinthe meaning of Section 7701(a)(30) of the Code). No action will be taken that would cause the Borrower to (i) be treated other thanas a “disregarded entity” within the meaning of U.S. Treasury Regulation § 301.7701-3 for U.S. federal income tax purposes or (ii)become an association taxable as a corporation or a publicly traded partnership taxable as a corporation for U.S. federal income taxpurposes.(y) Post-Closing Actions . Within sixty (60) days of the Closing Date, (a) the Borrower (or the Servicer on itsbehalf), at the Borrower’s expense, shall (i) amend or terminate the Affected Filings set forth in Schedule VI and (ii) take all furtheractions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to release or terminate thesecurity interest granted therein or to otherwise protect the security interest granted pursuant to this Agreement or any otherTransaction Document (including, but not limited to the amendment or termination of the underlying security agreements), in eachcase, to the satisfaction of the Administrative Agent and the Majority Group Agents; provided , that such sixty (60) day period, withrespect to the immediately preceding clauses (i) and (ii), may be extended upon the written consent of the Administrative Agent andthe Majority Group Agents, and (b) the Borrower shall (i) enter into and deliver executed copies of the Account Control Agreementswith all of the Collection Account Banks and (ii) take all further actions, that may be necessary or desirable, or that the 65 Administrative Agent may reasonably request in connection with the immediately preceding clause (i) (including, but not limited tothe delivery of executed copies of the opinions of counsel that would have been required had the Account Control Agreements beenexecuted and delivered on the Closing Date), in each case, in form and substance satisfactory to the Administrative Agent and theMajority Group Agents.SECTION 7.02. Covenants of the Servicer . At all times from the Closing Date until the Final Payout Date:(a) Financial Reporting . The Servicer will maintain a system of accounting established and administered inaccordance with GAAP, and the Servicer shall furnish to the Administrative Agent and each Group Agent:(i) Compliance Certificates .(a) A compliance certificate promptly upon completion of the annual report of theParent and in no event later than one hundred and twenty (120) days after the close of the Parent’s fiscal year, in form andsubstance substantially similar to Exhibit G signed by a Financial Officer of the Servicer stating that no Event of Default orUnmatured Event of Default has occurred and is continuing, or if any Event of Default or Unmatured Event of Default hasoccurred and is continuing, stating the nature and status thereof and (b) within sixty (60) days after the close of each fiscal quarterof the Servicer, a compliance certificate in form and substance substantially similar to Exhibit G signed by a Financial Officer ofthe Servicer stating that no Event of Default or Unmatured Event of Default has occurred and is continuing, or if any Event ofDefault or Unmatured Event of Default has occurred and is continuing, stating the nature and status thereof.(ii) Information Packages and Interim Reports . As soon as available and in any event not later than two (2)Business Days prior to each Settlement Date, an Information Package as of the most recently completed Fiscal Month; provided ,that at any time after the occurrence and during the continuance of a an Event of Default, upon two (2) Business Days’ priorwritten notice from the Administrative Agent, the Servicer shall furnish or cause to be furnished to the Administrative Agent andeach Group Agent an Interim Report with respect to the Pool Receivables with data as of the close of business on the BusinessDay preceding the date on which such Interim Report is delivered; and, provided , further , that upon two (2) Business Days’ priorwritten notice to the Servicer, the Administrative Agent may specify in such notice that an Interim Report be furnished to theAdministrative Agent and each Group Agent on a more frequent basis until the Administrative Agent gives notices otherwise andthe Servicer shall so furnish or cause to be furnished.(iii) Other Information . Such other information respecting the condition or operations, financial or otherwise, ofthe Borrower, any Originator, the Servicer, any Sub-Servicer, the Performance Guarantor or any of their Subsidiaries as theAdministrative Agent or any Group Agent may from time to time reasonably request.(b) Notices . The Servicer will notify the Administrative Agent and each Group Agent in writing promptly upon(but in no event later than three (3) Business Days after) a Financial Officer learning of the occurrence of (i) an Event of Default,Unmatured Event of Default, 66 Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination Event, (ii) any Person obtaining an AdverseClaim upon the Collateral or any portion thereof, (iii) any Person other than the Borrower, the Servicer or the Administrative Agentshall obtain any rights or direct any action with respect to any Collection Account (or related Lock-Box) or (iv) any Obligor shallreceive any change in payment instructions with respect to Pool Receivable(s) from a Person other than the Servicer or theAdministrative Agent, with such notice describing the same, and if applicable, the steps being taken by the Person(s) affected withrespect thereto.(c) Existence; Conduct of Business . The Servicer will do all things necessary to remain duly organized, validlyexisting and in good standing as a domestic corporation in its jurisdiction of organization from time to time; provided , however ,that the Servicer may consummate any merger or consolidation, and any conveyance, transfer, lease or other disposition of all orsubstantially all of its property or assets subject to compliance with Section 7.02(n) , and maintain all requisite authority to conductits business in each jurisdiction in which its business is conducted if the failure to have such authority would reasonably be expectedto have a Material Adverse Effect on the Servicer. The Servicer shall not engage, to any material extent, in any business other thanthe businesses of the type conducted by the Servicer as of the Closing Date and businesses reasonably related thereto.(d) Compliance with Laws . The Servicer will comply with all Applicable Laws to which it may be subject if thefailure to comply would reasonably be expected to have a Material Adverse Effect on the Servicer.(e) Furnishing of Information and Inspection of Receivables . The Servicer will furnish or cause to be furnished tothe Administrative Agent and each Group Agent from time to time such information with respect to the Pool Receivables and theother Collateral as the Administrative Agent or any Group Agent may reasonably request. The Servicer will, at the Servicer’sexpense, during regular business hours (i) with reasonable prior written notice, permit the Administrative Agent, and each GroupAgent or their respective agents or representatives to (A) examine and make copies of and abstracts from all books and recordsrelating to the Pool Receivables or other Collateral, (B) visit the offices and properties of the Servicer for the purpose of examiningsuch books and records and (C) discuss matters relating to the Pool Receivables, the other Collateral or the Servicer’s performancehereunder or under the other Transaction Documents to which it is a party with any of the officers, directors, employees orindependent public accountants of the Servicer (provided that representatives of the Servicer are present during such discussions)having knowledge of such matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at theServicer’s expense, upon prior written notice from the Administrative Agent, permit certified public accountants or other auditorsacceptable to the Administrative Agent to conduct a review of its books and records with respect to the Pool Receivables and otherCollateral; provided , that, the Servicer shall be required to reimburse the Administrative Agent, in each case, for only one (1) suchexamination, visit, and discussion pursuant to clause (i) above and only one (1) such review pursuant to clause (ii) above in anytwelve (12)-month period, unless an Event of Default has occurred and is continuing. 67 (f) Payments on Receivables, Collection Accounts . The Servicer will at all times, instruct all Obligors to deliverpayments on the Pool Receivables to a Collection Account or a Lock-Box; provided , that prior to a Ratings Event, the Servicer willnot be required to instruct Oxy Vinyls, LP to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box;provided , further that the Servicer shall remit any such payments on the Pool Receivables from Oxy Vinyls, LP into a CollectionAccount or a Lock-Box within two (2) Business Days after receipt of such payments. The Servicer will, at all times, maintain suchbooks and records as are necessary to identify Collections received from time to time on Pool Receivables and to segregate suchCollections from other property of the Servicer and the Originators. If any payments on the Pool Receivables or other Collections arereceived by the Borrower, the Servicer or an Originator, it shall hold such payments in trust for the benefit of the AdministrativeAgent, the Group Agents and the other Secured Parties and promptly (but in any event within one (1) Business Day after receipt)remit such funds into a Collection Account. The Servicer shall not instruct any Person other than the Obligors (and the ExcludedObligors to the extent permitted pursuant to the proviso below) to deposit funds other than Collections on Pool Receivables, otherCollateral and remittances of funds for Excluded Receivables (subject to the proviso below) into any Collection Account. If suchfunds are nevertheless deposited into any Collection Account, the Servicer will within two (2) Business Days (x) identify andtransfer such funds to the appropriate Person entitled to such funds and (y) shall instruct such Person to no longer deposit any suchfunds into any such Collection Account. Except as permitted by this Section, the Servicer will not, and will not permit the Borrower,any Originator or any other Person to commingle Collections or other funds to which the Administrative Agent, any Group Agent orany other Secured Party is entitled, with any other funds; provided , that, until the occurrence of a Ratings Event, such comminglingshall be permitted solely with respect to remittance of funds for Excluded Receivables; provided further , that, upon the occurrenceof a Ratings Event and request by the Majority Group Agents, the Servicer shall promptly upon (but in no event later than one (1)Business Day after) receipt of such request from the Majority Group Agents instruct the Borrower, such Originator or such Person to(x) transfer such funds related to the Excluded Receivables into an account other than a Collection Account, (y) no longer depositany such funds into any such Collection Account and (z) instruct the Excluded Obligors to longer deposit any such funds into anysuch Collection Account. The Servicer shall only add a Collection Account (or a related Lock-Box), or a Collection Account Bank tothose listed on Schedule II to this Agreement, if the Administrative Agent has received notice of such addition and an executed andacknowledged copy of an Account Control Agreement (or an amendment thereto) in form and substance acceptable to theAdministrative Agent from the applicable Collection Account Bank. The Servicer shall only terminate a Collection Account Bank orclose a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.(g) Extension or Amendment of Pool Receivables . Except as otherwise permitted in Section 8.02 , the Servicerwill not alter the delinquency status or adjust the Outstanding Balance or otherwise modify the terms of any Pool Receivable in anymaterial respect, or amend, modify or waive, in any material respect, any term or condition of any related Contract. The Servicershall at its expense, timely and fully perform and comply in all material respects with all provisions, covenants and other promisesrequired to be observed by it under the Contracts related to the Pool Receivables, and timely and fully comply in all material respectswith the Credit and Collection Policy, as in effect from time to time, with regard to each Pool Receivable and the related Contract. 68 (h) Change in Credit and Collection Policy . The Servicer will not make any change in the Credit and CollectionPolicy that would materially and adversely affect the collectibility of the Pool Receivables or the ability of the Servicer to perform itsobligations under this Agreement without the prior written consent of the Administrative Agent and the Majority Group Agents.Promptly following any change in the Credit and Collection Policy, the Servicer will deliver a copy of the updated Credit andCollection Policy to the Administrative Agent and each Lender.(i) Records . The Servicer will maintain and implement administrative and operating procedures (including anability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof),and keep and maintain all documents, books, records, computer tapes and disks and other information reasonably necessary oradvisable for the collection of all Pool Receivables (including records adequate to permit the daily identification of each PoolReceivable and all Collections of and adjustments to each existing Pool Receivable).(j) Identifying of Records . The Servicer shall identify its master data processing records relating to PoolReceivables and related Contracts with a legend that indicates that the Pool Receivables have been pledged in accordance with thisAgreement.(k) Change in Payment Instructions to Obligors . The Servicer shall not (and shall not permit any Sub-Servicer to)add, replace or terminate any Collection Account (or any related Lock-Box) or make any change in its instructions to the Obligorsregarding payments to be made to the Collection Accounts (or any related Lock-Box), other than any instruction to remit paymentsto a different Collection Account (or any related Lock-Box), unless the Administrative Agent shall have received (i) prior writtennotice of such addition, termination or change and (ii) a signed and acknowledged Account Control Agreement (or an amendmentthereto) with respect to such new Collection Accounts (or any related Lock-Box) and the Administrative Agent shall have consentedto such change in writing.(l) Security Interest, Etc. The Servicer shall, at its expense, take all action necessary or reasonably desirable toestablish and maintain a valid and enforceable first priority perfected security interest in the Collateral, in each case free and clear ofany Adverse Claim in favor of the Administrative Agent (on behalf of the Secured Parties), including taking such action to perfect,protect or more fully evidence the security interest of the Administrative Agent (on behalf of the Secured Parties) as theAdministrative Agent or any Secured Party may reasonably request. In order to evidence the security interests of the AdministrativeAgent under this Agreement, the Servicer shall, from time to time take such action, or execute and deliver such instruments as maybe necessary (including, without limitation, such actions set forth in Section 7.02(m) ) to maintain and perfect, as a first-priorityinterest, the Administrative Agent’s security interest in the Receivables, Related Security and Collections. Notwithstanding anythingelse in the Transaction Documents to the contrary, except to the extent permitted by Applicable Law, the Servicer shall not have anyauthority to file a termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor orexcludes collateral of any such financing statements filed in 69 connection with the Transaction Documents, without the prior written consent of the Administrative Agent.(m) Further Assurances; Change in Name or Jurisdiction of Origination, etc. The Servicer hereby agrees from timeto time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take allfurther actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect ormore fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable theAdministrative Agent (on behalf of the Secured Parties) to exercise and enforce their respective rights and remedies under thisAgreement or any other Transaction Document. Without limiting the foregoing, the Servicer will, upon the request of theAdministrative Agent, at the Servicer’s own expense, execute (if necessary) and file such financing statements or continuationstatements, or amendments thereto, and such other instruments and documents, that may be necessary or desirable, or that theAdministrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing.(n) Mergers . Olin, so long as it is the Servicer and Performance Guarantor, (i) shall not merge or consolidate withor into any other Person (other than a Subsidiary) and (ii) shall not convey, transfer, lease or otherwise dispose of, or permit aSubsidiary to convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of related transactions), all orsubstantially all of the property or assets of Olin and its Subsidiaries taken as a whole (whether now owned or hereafter acquired) orany Receivables (other than as an Originator pursuant to the Purchase and Sale Agreement), directly or indirectly, to any Person,including through a merger or consolidation of a Subsidiary with an unaffiliated party, unless (A) in each case of clauses (i) and (ii)above, (x) after giving effect to such proposed transaction, no Purchase and Sale Termination Event, Unmatured Purchase and SaleTermination Event, Event of Default or Unmatured Event of Default would exist and (y) the Administrative Agent and each GroupAgent have each (1) received thirty (30) days’ prior written notice thereof, (2) received executed copies of all documents, certificatesand opinions (including, without limitation, opinions relating to bankruptcy and UCC matters) as the Administrative Agent shallreasonably request and (3) been reasonably satisfied that all other action to perfect and protect the security interests of the Borrowerand the Administrative Agent, on behalf of the Lenders, in and to the Receivables to be sold by the Originators under the Purchaseand Sale Agreement and other Related Rights, as reasonably requested by the Administrative Agent or any Group Agent shall havebeen taken by, and at the expense of, Olin (including the filing of any UCC financing statements, the receipt of certificates and otherrequested documents from public officials and all such other actions required pursuant to Section 7.3 of the Purchase and SaleAgreement) and (B) in the case of clause (i) above, the surviving entity is Olin.(o) Transaction Information . None of the Servicer, any Affiliate of the Servicer or any third party contracted by theServicer or any Affiliate thereof, shall deliver, in writing or orally, to any Rating Agency, any Transaction Information withoutproviding such Transaction Information to the applicable Group Agent prior to delivery to such Rating Agency, and will notparticipate in any oral communications with respect to Transaction Information with any Rating Agency without the participation ofsuch Group Agent. 70 (p) Sanctions/Anti-Corruption Law Compliance . The Servicer will not request any Loan, and the Servicer shall notuse, and shall procure that its Subsidiaries, Sub-Servicers and its or their respective directors, officers, employees and agents shallnot use, the proceeds of any Loan (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or givingof money, or anything else of value, to any Person in violation of Anti-Corruption Laws, (ii) for the purpose of funding or financingany activities, business or transactions of or with any Sanctioned Person or in any Sanctioned Country, to the extent such activities,businesses or transactions would be prohibited by Sanctions if conducted by a corporation formed in the United States or in aEuropean member state or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.(q) Financial Covenant . Olin, so long as it is the Servicer or Performance Guarantor, shall comply with theFinancial Covenant(s).SECTION 7.03. Separate Existence of the Borrower . Each of the Borrower and the Servicer hereby acknowledges that theSecured Parties, the Group Agents and the Administrative Agent are entering into the transactions contemplated by this Agreementand the other Transaction Documents in reliance upon the Borrower’s identity as a legal entity separate from any Originator, theServicer, the Performance Guarantor and their Affiliates. Therefore, each of the Borrower and Servicer shall take all stepsspecifically required by this Agreement or reasonably required by the Administrative Agent or any Group Agent to continue theBorrower’s identity as a separate legal entity and to make it apparent to third Persons that the Borrower is an entity with assets andliabilities distinct from those of the Performance Guarantor, the Originators, the Servicer and any other Person, and is not a divisionof the Performance Guarantor, the Originators, the Servicer, its Affiliates or any other Person. Without limiting the generality of theforegoing and in addition to and consistent with the other covenants set forth herein, each of the Borrower and the Servicer shall takesuch actions as shall be required in order that:(a) Special Purpose Entity . The Borrower will be a special purpose company whose primary activities arerestricted as provided in its Limited Liability Company Agreement.(b) No Other Business or Debt . The Borrower shall not engage in any business or activity except as set forth in thisAgreement or, incur any Debt other than as expressly permitted by the Transaction Documents.(c) Independent Director . The Borrower will at all times have at least one (1) “Independent Director” as defined inthe Limited Liability Company Agreement of the Borrower (the “ Independent Director ”).The Borrower shall (A) give written notice to the Administrative Agent of the election or appointment, or proposed electionor appointment, of a new Independent Director of the Borrower, which notice shall be given not later than five (5) Business Daysprior to the date such appointment or election would be effective (except when such election or appointment is necessary to fill avacancy caused by the death, disability, or incapacity of the existing Independent Director, or the failure of such IndependentDirector to satisfy the criteria for an Independent Director set forth in this clause (c) , in which case the Borrower shall providewritten notice of such election or 71 appointment within one (1) Business Day) and (B) with any such written notice, certify to the Administrative Agent that theIndependent Director satis f ies the criteria for an Independent Director set forth in this clause (c) .The Borrower’s Limited Liability Company Agreement shall provide that: (A) the Borrower’s board of directors shall notapprove, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Borrower unless theIndependent Director shall approve the taking of such action in writing before the taking of such action and (B) such provision andeach other provision requiring an Independent Director cannot be amended without the prior written consent of the IndependentDirector.The Independent Director shall not at any time serve as a trustee in bankruptcy for the Borrower, the Parent, the PerformanceGuarantor, any Originator, the Servicer or any of their respective Affiliates.(d) Organizational Documents . The Borrower shall maintain its organizational documents in the form as suchorganizational documents exist as of the date of this Agreement and shall not amend, restate, supplement or otherwise modify suchorganizational documents without the prior written consent of the Majority Group Agents.(e) Conduct of Business . The Borrower shall conduct its affairs strictly in accordance with its organizationaldocuments and observe all necessary, appropriate and customary company formalities, including, but not limited to, holding allregular and special members’ and board of directors’ meetings appropriate to authorize all company action, keeping separate andaccurate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, andmaintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transactionaccounts.(f) Compensation . Any employee, consultant or agent of the Borrower will be compensated from the Borrower’sfunds for services provided to the Borrower, and to the extent that Borrower shares the same officers or other employees as theServicer (or any other Affiliate thereof), the salaries and expenses relating to providing benefits to such officers and other employeesshall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associatedwith such common officers and employees. The Borrower will not engage any agents other than its attorneys, auditors and otherprofessionals, and a servicer and any other agent contemplated by the Transaction Documents for the Receivables Pool, whichservicer will be fully compensated for its services by payment of the Servicing Fee.(g) Servicing and Costs . The Borrower will contract with the Servicer to perform for the Borrower all operationsrequired on a daily basis to service the Receivables Pool. The Borrower will not incur any indirect or overhead expenses for itemsshared with the Servicer (or any other Affiliate thereof) that are not reflected in the Servicing Fee. To the extent, if any, that theBorrower (or any Affiliate thereof) shares items of expenses not reflected in the Servicing Fee, the Borrower (or any Affiliatethereof) shall comply with Section 7.03(o) . 72 (h) Operating Expenses . The Borrower’s operating expenses will not be paid by the Servicer, the Parent, thePerformance Guarantor, any Originator or any Affiliate thereof.(i) Stationary . The Borrower will have its own separate stationary.(j) Books and Records . The Borrower’s books and records will be maintained separately from those of theServicer, the Parent, the Performance Guarantor, the Originators and any of their Affiliates and in a manner such that it will not bedifficult or costly to segregate, ascertain or otherwise identify the assets and liabilities of the Borrower.(k) Disclosure of Transactions . All financial statements of the Servicer, the Parent, the Performance Guarantor, theOriginators or any Affiliate thereof that are consolidated to include the Borrower will disclose that (i) the Borrower’s sole businessconsists of the purchase or acceptance through capital contributions of the Receivables and Related Rights from the Originators andthe subsequent retransfer of or granting of a security interest in such Receivables and Related Rights to the Administrative Agentpursuant to this Agreement, (ii) the Borrower is a separate legal entity with its own separate creditors who will be entitled, upon itsliquidation, to be satisfied out of the Borrower’s assets prior to any assets or value in the Borrower becoming available to theBorrower’s equity holders and (iii) the assets of the Borrower are not available to pay creditors of the Servicer, the Parent, thePerformance Guarantor, the Originators or any Affiliate thereof.(l) Segregation of Assets . The Borrower’s assets will be maintained in a manner that facilitates their identificationand segregation from those of the Servicer, the Parent, the Performance Guarantor, the Originators or any Affiliates thereof.(m) Corporate Formalities . The Borrower will strictly observe limited liability company formalities in its dealingswith the Servicer, the Parent, the Performance Guarantor, the Originators or any Affiliates thereof, and funds or other assets of theBorrower will not be commingled with those of the Servicer, the Parent, the Performance Guarantor, the Originators or any Affiliatesthereof except as permitted by this Agreement in connection with servicing the Pool Receivables. The Borrower shall not maintainjoint bank accounts or other depository accounts to which the Servicer, the Parent, the Performance Guarantor, the Originators or anyAffiliate thereof (other than the Servicer solely in its capacity as such) has independent access. The Borrower is not named, and hasnot entered into any agreement to be named, directly or indirectly, as a direct or contingent beneficiary or loss payee on anyinsurance policy with respect to any loss relating to the property of the Servicer, the Parent, the Performance Guarantor, theOriginators or any Subsidiaries or other Affiliates thereof. The Borrower will pay to the appropriate Affiliate the marginal increaseor, in the absence of such increase, the market amount of its portion of the premium payable with respect to any insurance policy thatcovers the Borrower and such Affiliate.(n) Arm’s-Length Relationships . The Borrower will maintain arm’s-length relationships with the Servicer, theParent, the Performance Guarantor, the Originators and any Affiliates thereof. Any Person that renders or otherwise furnishesservices to the Borrower will be compensated by the Borrower at market rates for such services it renders or otherwise furnishes tothe Borrower. Neither the Borrower on the one hand, nor the Servicer, the Parent, the Performance Guarantor, any Originator or anyAffiliate thereof, on the other hand, will be or will hold itself out 73 to be responsible for the debts of the other or the decisions or actions respecting the daily business and affairs of the other. TheBorrower, the Servicer, the Parent, the Performance Guarantor, the Originators and their respective Affiliates will immediatelycorrect any known misrepresentation with respect to the foregoing, and they will not operate or purport to operate as an integratedsingle economic unit with respect to each other or in their dealing with any other entity.(o) Allocation of Overhead . To the extent that Borrower, on the one hand, and the Servicer, the Parent, thePerformance Guarantor, any Originator or any Affiliate thereof, on the other hand, have offices in the same location, there shall be afair and appropriate allocation of overhead costs between them, and the Borrower shall bear its fair share of such expenses, whichmay be paid through the Servicing Fee or otherwise.ARTICLE VIIIADMINISTRATION AND COLLECTIONOF RECEIVABLESSECTION 8.01. Appointment of the Servicer .(a) The servicing, administering and collection of the Pool Receivables shall be conducted by the Person sodesignated from time to time as the Servicer in accordance with this Section 8.01 . Until the Administrative Agent gives notice toOlin to the extent permitted by this Section 8.01 of the designation of a new Servicer, Olin is hereby designated as, and herebyagrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of an Event ofDefault, the Administrative Agent may (with the consent of the Majority Group Agents) and shall (at the direction of the MajorityGroup Agents) designate as Servicer any Person (including itself) to succeed Olin or any successor Servicer, on the condition in eachcase that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof.(b) Upon the designation of a successor Servicer as set forth in clause (a) above, Olin agrees that it will terminateits activities as Servicer hereunder in a manner that the Administrative Agent reasonably determines will facilitate the transition ofthe performance of such activities to the new Servicer, and Olin shall cooperate with and assist such new Servicer. Such cooperationshall include access to and transfer of records (including all Contracts) related to Pool Receivables and use by the new Servicer of alllicenses (or the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivablesand the Related Security.(c) Olin acknowledges that, in making its decision to execute and deliver this Agreement, the Administrative Agentand each member in each Group have relied on Olin’s agreement to act as Servicer hereunder. Accordingly, Olin agrees that it willnot voluntarily resign as Servicer without the prior written consent of the Administrative Agent and the Majority Group Agents. 74 (d) The Servicer may delegate its duties and obligations hereunder to any other Originator or third-partysubservicer (each a “ Sub-Servicer ”); provided , that, in each such delegation: (i) such Sub-Servicer shall agree in writing to performthe delegated duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain liable for theperformance of the duties and obligations so delegated, (iii) the Borrower, the Administrative Agent, each Lender and each GroupAgent shall have the right to look solely to the Servicer for performance, (iv) the terms of any agreement with any Sub-Servicer shallprovide that the Administrative Agent may terminate such Sub-Servicer upon the termination of the Servicer hereunder by givingnotice of such termination to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer) and (v) ifsuch Sub-Servicer is not an Affiliate of the Parent, the Administrative Agent and the Majority Group Agents shall have consented inwriting in advance to such delegation.SECTION 8.02 Duties of the Servicer .(a) The Servicer shall take or cause to be taken all such action as may be necessary or reasonably advisable toservice, administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all ApplicableLaws, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. The Servicer shall set aside, forthe accounts of each Group, the amount of Collections to which each such Group is entitled in accordance with Article III hereof.The Servicer may, in accordance with the Credit and Collection Policy, take such action, including modifications, waivers orrestructurings of Pool Receivables and related Contracts, as the Servicer may reasonably determine to be appropriate to maximizeCollections thereof or reflect adjustments expressly permitted under the Credit and Collection Policy or as expressly required underApplicable Laws or the applicable Contract; provided , that for purposes of this Agreement: (i) such action shall not, and shall not bedeemed to, change the number of days such Pool Receivable has remained unpaid from the date of the original due date related tosuch Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable as a Delinquent Receivable or a DefaultedReceivable or limit the rights of any Secured Party under this Agreement or any other Transaction Document and (iii) if an Event ofDefault has occurred and is continuing, the Servicer may take such action only upon the prior written consent of the AdministrativeAgent. The Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative Agent(individually and for the benefit of each Group), in accordance with their respective interests, all records and documents (includingcomputer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, if anEvent of Default has occurred and is continuing, the Administrative Agent may direct the Servicer to commence or settle any legalaction to enforce collection of any Pool Receivable that is a Defaulted Receivable or to foreclose upon or repossess any RelatedSecurity with respect to any such Defaulted Receivable.(b) The Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrowerthe collections of any indebtedness that is a Pool Receivable, less, if Olin or an Affiliate thereof is not the Servicer, all reasonableand appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. TheServicer, if other than Olin or an Affiliate thereof, shall, as soon as practicable 75 upon demand, deliver to the Borrower copies of all records in its possession that evidence or relate to any indebtedness that is a PoolReceivable.(c) The Servicer’s obligations hereunder shall terminate on the Final Payout Date. Promptly following the FinalPayout Date, the Servicer shall deliver to the Borrower all books, records and related materials that the Borrower previouslyprovided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.SECTION 8.03. Collection Account Arrangements . The Borrower shall enter into Account Control Agreements with allof the Collection Account Banks and deliver executed counterparts of each to the Administrative Agent pursuant to the terms andtimeframe set forth in Section 7.01(y) . Upon the occurrence and during the continuance of an Event of Default, the AdministrativeAgent may (with the consent of the Majority Group Agents) and shall (upon the direction of the Majority Group Agents) at any timethereafter give notice to each Collection Account Bank that the Administrative Agent is exercising its rights under the AccountControl Agreements to do any or all of the following: (a) to have the exclusive ownership and control of the Collection Accountstransferred to the Administrative Agent (for the benefit of the Secured Parties) and to exercise exclusive dominion and control overthe funds deposited therein, (b) to have the proceeds that are sent to the respective Collection Accounts redirected pursuant to theAdministrative Agent’s instructions rather than deposited in the applicable Collection Account and (c) to take any or all other actionspermitted under the applicable Account Control Agreement. The Borrower hereby agrees that if the Administrative Agent at anytime takes any action set forth in the preceding sentence, the Administrative Agent shall have exclusive control (for the benefit of theSecured Parties) of the proceeds (including Collections) of all Pool Receivables and the Borrower hereby further agrees to take anyother action that the Administrative Agent may reasonably request to transfer such control. Any proceeds of Pool Receivablesreceived by the Borrower or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the AdministrativeAgent.SECTION 8.04. Enforcement Rights .(a) At any time following the occurrence and during the continuation of an Event of Default:(i) the Administrative Agent (at the Borrower’s expense) may direct the Obligors that payment of all amountspayable under any Pool Receivable is to be made directly to the Administrative Agent or its designee;(ii) the Administrative Agent may instruct the Borrower or the Servicer to give notice of the Secured Parties’interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agentor its designee (on behalf of the Secured Parties), and the Borrower or the Servicer, as the case may be, shall give such notice atthe expense of the Borrower or the Servicer, as the case may be; provided , that if the Borrower or the Servicer, as the case maybe, fails to so notify each Obligor within two (2) Business Days following instruction by the Administrative Agent, theAdministrative Agent (at the Borrower’s or the Servicer’s, as the case may be, expense) may so notify the Obligors; 76 (iii) the Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A)assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or licenseto a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, andmake the same available to the Administrative Agent or its designee (for the benefit of the Secured Parties) at a place selected bythe Administrative Agent and (B) segregate all cash, checks and other instruments received by it from time to time constitutingCollections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash,checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee;(iv) notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access tothe Collection Accounts;(v) the Administrative Agent may (or, at the direction of the Majority Group Agents shall) replace the Personthen acting as Servicer; and(vi) the Administrative Agent may collect any amounts due from an Originator under the Purchase and SaleAgreement or the Performance Guarantor under the Performance Guaranty.(a) The Borrower hereby authorizes the Administrative Agent (on behalf of the Secured Parties), and irrevocablyappoints the Administrative Agent as its attorney-in-fact with full power of substitution and with full authority in the place and steadof the Borrower, which appointment is coupled with an interest, to take any and all steps in the name of the Borrower and on behalfof the Borrower necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and duringthe continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, includingendorsing the name of the Borrower on checks and other instruments representing Collections and enforcing such Collateral.Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-factpursuant to the preceding sentence shall subject such attorney-in-fact to any liability if any action taken by it shall prove to beinadequate or invalid, nor shall they confer any obligations upon such attorney-in-fact in any manner whatsoever.(b) The Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), and irrevocablyappoints the Administrative Agent as its attorney-in-fact with full power of substitution and with full authority in the place and steadof the Servicer, which appointment is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf ofthe Servicer necessary or desirable, in the reasonable determination of the Administrative Agent, after the occurrence and during thecontinuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Collateral, includingendorsing the name of the Servicer on checks and other instruments representing Collections and enforcing such Collateral.Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-factpursuant to the preceding sentence shall subject such attorney-in-fact to any liability if any action taken by it shall prove to beinadequate or invalid, nor shall they confer any obligations upon such attorney-in-fact in any manner whatsoever. 77 SECTION 8.05. Responsibilities of the Borrower . Anything herein to the contrary notwithstanding, the Borrower shallperform all of its obligations, if any, under the Contracts related to the Pool Receivables to the same extent as if interests in suchPool Receivables had not been pledged hereunder, and the exercise by the Administrative Agent, or any other Credit Party of theirrespective rights hereunder shall not relieve the Borrower from such obligations. None of the Credit Parties shall have any obligationor liability with respect to any Collateral, nor shall any of them be obligated to perform any of the obligations of the Borrower, theServicer or any Originator thereunder.SECTION 8.06. Data Processing Services . Olin hereby irrevocably agrees that if at any time it shall cease to be theServicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in suchcapacity, Olin shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon insubstantially the same way that Olin conducted such data-processing functions while it acted as the Servicer. In connection with anysuch processing functions, the Borrower shall pay to Olin its reasonable out-of-pocket costs and expenses from the Borrower’s ownfunds (subject to the priority of payments set forth in Section 3.01 ).SECTION 8.07. Servicing Fee .(a) Subject to clause (b) below, the Borrower shall pay the Servicer a fee (the “ Servicing Fee ”) equal to 1.00% perannum (the “ Servicing Fee Rate ”) of the daily average aggregate Outstanding Balance of the Pool Receivables. Accrued ServicingFees shall be payable from Collections to the extent of available funds in accordance with Section 3.01 .(b) If the Servicer ceases to be Olin or an Affiliate thereof, the Servicing Fee shall be the greater of: (i) the amountcalculated pursuant to clause (a) above and (ii) an alternative amount specified by the successor Servicer not to exceed 110% of theaggregate reasonable costs and expenses incurred by such successor Servicer in connection with the performance of its obligations asServicer hereunder.ARTICLE IXEVENTS OF DEFAULTSECTION 9.01. Events of Default . If any of the following events (each an “ Event of Default ”) shall occur:(a) (i) the Borrower, any Originator, the Performance Guarantor or the Servicer shall fail to perform or observe anyterm, covenant or agreement under this Agreement or any other Transaction Document (other than any such failure which wouldconstitute an Event of Default under clause (ii), (iii) or (iv) of this paragraph (a) ), and such failure, to the extent capable of cure,shall continue unremedied for ten (10) Business Days after (x) written notice thereof shall have been given to the Borrower, theapplicable Originator, the Performance Guarantor or the Servicer by the Administrative Agent or (y) a Financial Officer of suchparty otherwise becomes aware of such failure (whichever is earlier), (ii) the Borrower, any Originator, the Performance 78 Guarantor or the Servicer shall fail to make when due (x) any payment or deposit to be made by it under this Agreement or any otherTransaction Document and such failure shall continue unremedied for two (2) Business Days (unless such failure is related to theEvent of Default set forth in Section 9(h) ), (iii) Olin shall resign as Servicer, and no successor Servicer reasonably satisfactory to theAdministrative Agent shall have been appointed or (iv) the Borrower, any Originator, the Performance Guarantor or the Servicershall fail to observe the covenants set forth in Sections 7.01(u) , 7.01(y) , 7.02(n) , 7.02(p) or 7.02(q) , as applicable;(b) any representation or warranty made or deemed made by the Borrower, any Originator, the PerformanceGuarantor or the Servicer (or any of their respective officers) under or in connection with this Agreement or any other TransactionDocument or any information or report delivered by the Borrower, any Originator, the Performance Guarantor or the Servicerpursuant to this Agreement or any other Transaction Document, shall prove to have been incorrect or untrue in any material respectwhen made or deemed made or delivered; provided , that upon the knowledge of the Borrower, any Originator, the PerformanceGuarantor or the Servicer of a breach of a representation or warranty that gives rise to an obligation under Section 3.01(d) , theBorrower or the Servicer (at the Borrower’s direction) shall immediately pay such Deemed Collections to a Collection Account (oras otherwise directed by the Administrative Agent at such time) and, to the extent such payment is immediately made, such breachshall not constitute an Event of Default;(c) the Borrower or the Servicer shall fail to deliver an Information Package or Interim Report pursuant to thisAgreement, and such failure shall remain unremedied for two (2) Business Days;(d) this Agreement or any security interest granted pursuant to this Agreement or any other Transaction Documentshall for any reason cease to create, or for any reason cease to be, a valid and enforceable first priority perfected security interest infavor of the Administrative Agent with respect to the Collateral, free and clear of any Adverse Claim;(e) the Borrower, any Originator, the Performance Guarantor or the Servicer shall generally not pay its debts assuch debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for thebenefit of creditors; or any Insolvency Proceeding shall be instituted by or against the Borrower, any Originator, the PerformanceGuarantor or the Servicer and, in the case of any such proceeding instituted against such Person (but not instituted by such Person),either such proceeding shall remain undismissed or unstayed for a period of sixty (60) consecutive days, or any of the actions soughtin such proceeding (including the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or othersimilar official for, it or for any substantial part of its property) shall occur; or the Borrower, any Originator, the PerformanceGuarantor or the Servicer shall take any corporate or organizational action to authorize any of the actions set forth above in thisparagraph;(f) (i) the average for three (3) consecutive Fiscal Months of: (A) the Default Ratio shall exceed one hand a halfpercent (1.50%), (B) the Delinquency Ratio shall exceed three percent (3.00%) or (C) the Dilution Ratio shall exceed six percent(6.00%) or (ii) the Days’ Sales Outstanding shall exceed sixty (60) days; 79 (g) a Change in Control shall occur;(h) a Borrowing Base Deficit shall occur, and shall not have been cured within two (2) Business Days;(i) (i) the Borrower shall fail to pay any principal of or premium or interest on any of its Debt when the samebecomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and suchfailure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; (ii) anyOriginator, the Performance Guarantor or the Servicer or any of their respective Subsidiaries shall fail to pay any principal of or anypremium or interest on any Debt, which is outstanding in a principal amount of at least $50,000,000 in the aggregate (but excludingDebt outstanding hereunder) of such Originator, the Performance Guarantor or the Servicer or any of their respective Subsidiaries (asthe case may be) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration,demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement orinstrument relating to such Debt; (iii) any other event shall occur or condition shall exist under any agreement or instrument relatingto any such Debt (as referred to in clause (i) or (ii) of this paragraph) and shall continue after the applicable grace period, if any,specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or permit the acceleration of, thematurity of such Debt (as referred to in clause (i) or (ii) of this paragraph), or (iv) any such Debt (as referred to in clause (i) or (ii) ofthis paragraph) shall, for any reason, be accelerated (it being understood that a mandatory prepayment on the sale of any asset shallbe deemed not to be an acceleration of such Debt);(j) the Performance Guarantor shall fail to perform any payment obligation required to be performed under thePerformance Guaranty, and such failure shall continue unremedied for two (2) Business Days, or the Performance Guarantor shallfail to perform any of its other obligations under the Performance Guaranty, and such failure, to the extent capable of cure, shallcontinue unremedied for ten (10) Business Days after (x) written notice thereof shall have been given to the Performance Guarantorby the Administrative Agent or (y) a Financial Officer of the Performance Guarantor otherwise becomes aware of such failure(whichever is earlier);(k) the Borrower shall fail (x) at any time (other than for ten (10) Business Days following notice of the death orresignation of any Independent Director) to have an Independent Director who satisfies each requirement and qualification of anIndependent Director set forth in the Borrower's Limited Liability Company Agreement, on the Borrower’s board of directors or (y)to timely notify the Administrative Agent of any replacement or appointment of any director that is to serve as an IndependentDirector on the Borrower’s board of directors as required pursuant to Section 7.03(c) of this Agreement;(l) either (i) the Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code withregard to any assets of the Borrower, any Originator or the Parent and such lien or any other lien filed thereunder shall not have beenreleased within five (5) Business Days or (ii) the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to Section4068 of ERISA with regard to any of the assets of the Borrower, the Servicer, any Originator or the 80 Parent and such lien or any other lien filed thereunder shall not have been released within five (5) Business Days;(m) (i) the occurrence of a Reportable Event; (ii) the adoption of an amendment to a Pension Plan that wouldrequire the provision of security pursuant to Section 401(a)(29) of the Code; (iii) the existence with respect to any MultiemployerPlan of an “accumulated funding deficiency” (as defined in Section 431 of the Code or Section 304 of ERISA), whether or notwaived; (iv) the failure to satisfy the minimum funding standard under Section 412 of the Code with respect to any Pension Plan; (v)the incurrence of any liability under Title IV of ERISA with respect to the termination of any Pension Plan or the withdrawal orpartial withdrawal of any of the Borrower, any Originator, the Servicer, the Parent or any of their respective ERISA Affiliates fromany Multiemployer Plan; (vi) the receipt by any of the Borrower, any Originator, the Servicer, the Parent or any of their respectiveERISA Affiliates from the PBGC or any plan administrator of any notice relating to the intention to terminate any Pension Plan orMultiemployer Plan or to appoint a trustee to administer any Pension Plan or Multiemployer Plan; (vii) the receipt by the Borrower,any Originator, the Servicer, the Parent or any of their respective ERISA Affiliates of any notice concerning the imposition ofWithdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within themeaning of Title IV of ERISA; (viii) the occurrence of a prohibited transaction with respect to any of the Borrower, any Originator,the Servicer, the Parent or any of their respective ERISA Affiliates (pursuant to Section 4975 of the Code); or (ix) the occurrence orexistence of any other similar event or condition with respect to a Pension Plan or a Multiemployer Plan, with respect to each ofclause (i) through (ix) , either individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect;(n) a Material Adverse Effect shall occur with respect to the Borrower, any Originator, the Performance Guarantoror the Servicer;(o) a Purchase and Sale Termination Event shall occur under the Purchase and Sale Agreement;(p) the Borrower shall be required to register as an “investment company” within the meaning of the InvestmentCompany Act;(q) any material provision of this Agreement or any other Transaction Document shall cease to be in full force andeffect or any of the Borrower, any Originator, the Performance Guarantor or the Servicer (or any of their respective Affiliates) shallso state in writing; or(r) one or more judgments or decrees in excess of (x) solely with respect to the Borrower, twelve thousand fivehundred dollars ($12,500) and (y) with respect to any Originator, the Performance Guarantor or the Servicer and any Affiliate of anyof the foregoing, fifty million dollars ($50,000,000) shall be entered, as applicable, against the Borrower, any Originator, thePerformance Guarantor or the Servicer, or any Affiliate of any of the foregoing involving in the aggregate a liability (not paid or tothe extent not covered by a reputable and solvent insurance company) and either (i) enforcement proceedings for such judgments ordecrees shall have been commenced by any creditor upon such judgment or decree and, within sixty (60) days of the 81 commencement of such proceedings, such judgment or decree shall not have been satisfied or (subject to clause (ii) below) shallhave been stayed or (ii) there shall be any period of sixty (60) consecutive days during which a stay of enforcement of such judgmentor decree, by reason of a pending appeal or otherwise, shall not be in effect;then, and in any such event, the Administrative Agent may (or, at the direction of the Majority Group Agents shall) by notice to theBorrower (x) declare the Termination Date to have occurred (in which case the Termination Date shall be deemed to have occurred),(y) declare the Final Maturity Date to have occurred (in which case the Final Maturity Date shall be deemed to have occurred) and(z) declare the Aggregate Capital and all other Borrower Obligations to be immediately due and payable (in which case theAggregate Capital and all other Borrower Obligations shall be immediately due and payable); provided that, automatically upon theoccurrence of any event (without any requirement for the giving of notice) described in subsection (e) of this Section 9.01 , theTermination Date shall occur and the Aggregate Capital and all other Borrower Obligations shall be immediately due and payable.Upon any such declaration or designation or upon such automatic termination, the Administrative Agent and the other SecuredParties shall have, in addition to the rights and remedies which they may have under this Agreement and the other TransactionDocuments, all other rights and remedies provided after default under the UCC and under other Applicable Law, which rights andremedies shall be cumulative. Any proceeds from liquidation of the Collateral shall be applied in the order of priority set forth inSection 3.01 .ARTICLE XTHE ADMINISTRATIVE AGENTSECTION 10.01. Authorization and Action . Each Credit Party hereby appoints and authorizes the Administrative Agentto take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the AdministrativeAgent by the terms hereof, together with such powers as are reasonably incidental thereto. The Administrative Agent shall not haveany duties other than those expressly set forth in the Transaction Documents, and no implied obligations or liabilities shall be readinto any Transaction Document, or otherwise exist, against the Administrative Agent. The Administrative Agent does not assume,nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Borrower or any Affiliatethereof or any Credit Party except for any obligations expressly set forth herein. Notwithstanding any provision of this Agreement orany other Transaction Document, in no event shall the Administrative Agent ever be required to take any action which exposes theAdministrative Agent to personal liability or which is contrary to any provision of any Transaction Document or Applicable Law.SECTION 10.02. Administrative Agent’s Reliance, Etc . Neither the Administrative Agent nor any of its directors,officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Administrative Agent underor in connection with this Agreement (including, without limitation, the Administrative Agent’s servicing, administering orcollecting Pool Receivables in the event it replaces the Servicer in such capacity pursuant to Section 8.01(a) ), in the absence of its ortheir own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: (a)may consult with legal counsel (including 82 counsel for any Credit Party or the Servicer), independent certified public accountants and other experts selected by it and shall notbe liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants orexperts; (b) makes no warranty or representation to any Credit Party (whether written or oral) and shall not be responsible to anyCredit Party for any statements, warranties or representations (whether written or oral) made by any other party in or in connectionwith this Agreement; (c) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms,covenants or conditions of this Agreement on the part of any Credit Party or to inspect the property (including the books and records)of any Credit Party; (d) shall not be responsible to any Credit Party for the due execution, legality, validity, enforceability,genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and (e) shall beentitled to rely, and shall be fully protected in so relying, upon any notice (including notice by telephone), consent, certificate orother instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party orparties.SECTION 10.03. Administrative Agent and Affiliates . With respect to any Credit Extension or interests therein owned byany Credit Party that is also the Administrative Agent, such Credit Party shall have the same rights and powers under this Agreementas any other Credit Party and may exercise the same as though it were not the Administrative Agent. The Administrative Agent andany of its Affiliates may generally engage in any kind of business with the Borrower or any Affiliate thereof and any Person whomay do business with or own securities of the Borrower or any Affiliate thereof, all as if the Administrative Agent were not theAdministrative Agent hereunder and without any duty to account therefor to any other Secured Party.SECTION 10.04. Indemnification of Administrative Agent . Each Committed Lender agrees to indemnify theAdministrative Agent (to the extent not reimbursed by the Borrower or any Affiliate thereof), ratably according to the respectivePercentage of such Committed Lender, from and against any and all liabilities, obligations, losses, damages, penalties, actions,judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, orasserted against the Administrative Agent in any way relating to or arising out of this Agreement or any other Transaction Documentor any action taken or omitted by the Administrative Agent under this Agreement or any other Transaction Document; provided thatno Committed Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments,suits, costs, expenses or disbursements (i) resulting from the Administrative Agent’s gross negligence or willful misconduct or (ii) tothe extent already paid by such Committed Lender pursuant to terms of this Agreement.SECTION 10.05. Delegation of Duties . The Administrative Agent may execute any of its duties through agents orattorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agentshall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.SECTION 10.06. Action or Inaction by Administrative Agent . The Administrative Agent shall in all cases be fullyjustified in failing or refusing to take action under any Transaction Document unless it shall first receive such advice or concurrenceof the Group Agents or the Majority 83 Group Agents, as the case may be, and assurance of its indemnification by the Committed Lenders, as it deems appropriate. TheAdministrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any otherTransaction Document in accordance with a request or at the direction of the Group Agents or the Majority Group Agents, as thecase may be, and such request or direction and any action taken or failure to act pursuant thereto shall be binding upon all CreditParties. The Credit Parties and the Administrative Agent agree that unless any action to be taken by the Administrative Agent undera Transaction Document (i) specifically requires the advice or concurrence of all Group Agents or (ii) may be taken by theAdministrative Agent alone or without any advice or concurrence of any Group Agent, then the Administrative Agent may takeaction based upon the advice or concurrence of the Majority Group Agents.SECTION 10.07. Notice of Events of Default; Action by Administrative Agent . The Administrative Agent shall not bedeemed to have knowledge or notice of the occurrence of any Unmatured Event of Default or Event of Default unless theAdministrative Agent has received notice from any Credit Party or the Borrower stating that an Unmatured Event of Default orEvent of Default has occurred hereunder and describing such Unmatured Event of Default or Event of Default. If the AdministrativeAgent receives such a notice, it shall promptly give notice thereof to each Group Agent, whereupon each Group Agent shallpromptly give notice thereof to its respective Conduit Lender(s) and Related Committed Lender(s). The Administrative Agent may(but shall not be obligated to) take such action, or refrain from taking such action, concerning an Unmatured Event of Default orEvent of Default or any other matter hereunder as the Administrative Agent deems advisable and in the best interests of the SecuredParties.SECTION 10.08. Non-Reliance on Administrative Agent and Other Parties . Each Credit Party expressly acknowledgesthat neither the Administrative Agent nor any of its directors, officers, agents or employees has made any representations orwarranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of the Borrower orany Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent. Each Credit Partyrepresents and warrants to the Administrative Agent that, independently and without reliance upon the Administrative Agent or anyother Credit Party and based on such documents and information as it has deemed appropriate, it has made and will continue to makeits own appraisal of and investigation into the business, operations, property, prospects, financial and other conditions andcreditworthiness of the Borrower, each Originator, the Performance Guarantor or the Servicer and the Pool Receivables and its owndecision to enter into this Agreement and to take, or omit, action under any Transaction Document. Except for items expresslyrequired to be delivered under any Transaction Document by the Administrative Agent to any Credit Party, the Administrative Agentshall not have any duty or responsibility to provide any Credit Party with any information concerning the Borrower, any Originator,the Performance Guarantor or the Servicer that comes into the possession of the Administrative Agent or any of its directors,officers, agents, employees, attorneys-in-fact or Affiliates.SECTION 10.09. Successor Administrative Agent .(a) The Administrative Agent may, upon at least thirty (30) days’ notice to the Borrower, the Servicer and eachGroup Agent, resign as Administrative Agent. Except as 84 provided below, such resignation shall not become effective until a successor Administrative Agent is appointed by the MajorityGroup Agents and, so long as no Event of Default or Unmatured Event of Default has occurred and is continuing, approved by theBorrower, as a successor Administrative Agent and has accepted such appointment. If no successor Administrative Agent shall havebeen so appointed by the Majority Group Agents, within thirty (30) days after the departing Administrative Agent’s giving of noticeof resignation and, so long as no Event of Default or Unmatured Event of Default has occurred and is continuing, upon the approvalof the Borrower, the departing Administrative Agent may, on behalf of the Secured Parties, appoint a successor AdministrativeAgent as successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Majority GroupAgents within sixty (60) days after the departing Administrative Agent’s giving of notice of resignation, the departingAdministrative Agent may, on behalf of the Secured Parties, petition a court of competent jurisdiction to appoint a successorAdministrative Agent.(b) Upon such acceptance of its appointment as Administrative Agent hereunder by a successor AdministrativeAgent, such successor Administrative Agent shall succeed to and become vested with all the rights and duties of the resigningAdministrative Agent, and the resigning Administrative Agent shall be discharged from its duties and obligations under theTransaction Documents. After any resigning Administrative Agent’s resignation hereunder, the provisions of this Article X andArticle XII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent.SECTION 10.10. Structuring Agent . Each of the parties hereto hereby acknowledges and agrees that the StructuringAgent shall not have any right, power, obligation, liability, responsibility or duty under this Agreement, other than the StructuringAgent’s right to receive fees pursuant to Section 2.03 and expenses (if any) pursuant to Section 13.04 . Each Credit Partyacknowledges that it has not relied, and will not rely, on the Structuring Agent in deciding to enter into this Agreement and to take,or omit to take, any action under any Transaction Document.ARTICLE XITHE GROUP AGENTSSECTION 11.01. Authorization and Action . Each Credit Party that belongs to a Group hereby appoints and authorizes theGroup Agent for such Group to take such action as agent on its behalf and to exercise such powers under this Agreement as aredelegated to such Group Agent by the terms hereof, together with such powers as are reasonably incidental thereto. No Group Agentshall have any duties other than those expressly set forth in the Transaction Documents, and no implied obligations or liabilities shallbe read into any Transaction Document, or otherwise exist, against any Group Agent. No Group Agent assumes, nor shall it bedeemed to have assumed, any obligation to, or relationship of trust or agency with the Borrower or any Affiliate thereof, any Lenderexcept for any obligations expressly set forth herein. Notwithstanding any provision of this Agreement or any other TransactionDocument, in no event shall any Group Agent ever be required to take any action which exposes such Group Agent to personalliability or which is contrary to any provision of any Transaction Document or Applicable Law. 85 SECTION 11.02. Group Agent’s Reliance, Etc . No Group Agent nor any of its directors, officers, agents or employeesshall be liable for any action taken or omitted to be taken by it or them as a Group Agent under or in connection with this Agreementor any other Transaction Documents in the absence of its or their own gross negligence or willful misconduct. Without limiting thegenerality of the foregoing, a Group Agent: (a) may consult with legal counsel (including counsel for the Administrative Agent, theBorrower or the Servicer), independent certified public accountants and other experts selected by it and shall not be liable for anyaction taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (b)makes no warranty or representation to any Credit Party (whether written or oral) and shall not be responsible to any Credit Party forany statements, warranties or representations (whether written or oral) made by any other party in or in connection with thisAgreement or any other Transaction Document; (c) shall not have any duty to ascertain or to inquire as to the performance orobservance of any of the terms, covenants or conditions of this Agreement or any other Transaction Document on the part of theBorrower or any Affiliate thereof or any other Person or to inspect the property (including the books and records) of the Borrower orany Affiliate thereof; (d) shall not be responsible to any Credit Party for the due execution, legality, validity, enforceability,genuineness, sufficiency or value of this Agreement, any other Transaction Documents or any other instrument or documentfurnished pursuant hereto; and (e) shall be entitled to rely, and shall be fully protected in so relying, upon any notice (includingnotice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine andsigned or sent by the proper party or parties.SECTION 11.03. Group Agent and Affiliates . With respect to any Credit Extension or interests therein owned by anyCredit Party that is also a Group Agent, such Credit Party shall have the same rights and powers under this Agreement as any otherLender and may exercise the same as though it were not a Group Agent. A Group Agent and any of its Affiliates may generallyengage in any kind of business with the Borrower or any Affiliate thereof and any Person who may do business with or ownsecurities of the Borrower or any Affiliate thereof or any of their respective Affiliates, all as if such Group Agent were not a GroupAgent hereunder and without any duty to account therefor to any other Secured Party.SECTION 11.04. Indemnification of Group Agents . Each Committed Lender in any Group agrees to indemnify the GroupAgent for such Group (to the extent not reimbursed by the Borrower or any Affiliate thereof), ratably according to the proportion ofthe Percentage of such Committed Lender to the aggregate Percentages of all Committed Lenders in such Group, from and againstany and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kindor nature whatsoever which may be imposed on, incurred by, or asserted against such Group Agent in any way relating to or arisingout of this Agreement or any other Transaction Document or any action taken or omitted by such Group Agent under this Agreementor any other Transaction Document; provided that no Committed Lender shall be liable for any portion of such liabilities,obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such GroupAgent’s gross negligence or willful misconduct. 86 SECTION 11.05. Delegation of Duties . Each Group Agent may execute any of its duties through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. No Group Agent shall be responsiblefor the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.SECTION 11.06. Notice of Events of Default . No Group Agent shall be deemed to have knowledge or notice of theoccurrence of any Unmatured Event of Default or Event of Default unless such Group Agent has received notice from theAdministrative Agent, any other Group Agent, any other Credit Party, the Servicer or the Borrower stating that an Unmatured Eventof Default or Event of Default has occurred hereunder and describing such Unmatured Event of Default or Event of Default. If aGroup Agent receives such a notice, it shall promptly give notice thereof to the Credit Parties in its Group and to the AdministrativeAgent (but only if such notice received by such Group Agent was not sent by the Administrative Agent). A Group Agent may takesuch action concerning an Unmatured Event of Default or Event of Default as may be directed by Committed Lenders in its Grouprepresenting a majority of the Commitments in such Group (subject to the other provisions of this Article XI ), but until such GroupAgent receives such directions, such Group Agent may (but shall not be obligated to) take such action, or refrain from taking suchaction, as such Group Agent deems advisable and in the best interests of the Conduit Lenders and Committed Lenders in its Group.SECTION 11.07. Non-Reliance on Group Agent and Other Parties . Each Credit Party expressly acknowledges that neitherthe Group Agent for its Group nor any of such Group Agent’s directors, officers, agents or employees has made any representationsor warranties to it and that no act by such Group Agent hereafter taken, including any review of the affairs of the Borrower or anyAffiliate thereof, shall be deemed to constitute any representation or warranty by such Group Agent. Each Credit Party representsand warrants to the Group Agent for its Group that, independently and without reliance upon such Group Agent, any other GroupAgent, the Administrative Agent or any other Credit Party and based on such documents and information as it has deemedappropriate, it has made and will continue to make its own appraisal of and investigation into the business, operations, property,prospects, financial and other conditions and creditworthiness of the Borrower or any Affiliate thereof and the Receivables and itsown decision to enter into this Agreement and to take, or omit, action under any Transaction Document. Except for items expresslyrequired to be delivered under any Transaction Document by a Group Agent to any Credit Party in its Group, no Group Agent shallhave any duty or responsibility to provide any Credit Party in its Group with any information concerning the Borrower or anyAffiliate thereof that comes into the possession of such Group Agent or any of its directors, officers, agents, employees, attorneys-in-fact or Affiliates.SECTION 11.08. Successor Group Agent . Any Group Agent may, upon at least thirty (30) days’ notice to theAdministrative Agent, the Borrower, the Servicer and the Credit Parties in its Group, resign as Group Agent for its Group. Suchresignation shall not become effective until a successor Group Agent is appointed by the Lender(s) in such Group and, so long as noEvent of Default or Unmatured Event of Default has occurred and is continuing, approved by the Borrower. Upon such acceptanceof its appointment as Group Agent for such Group hereunder by a successor Group Agent, such successor Group Agent shallsucceed to and become vested with all the rights 87 and duties of the resigning Group Agent, and the resigning Group Agent shall be discharged from its duties and obligations under theTransaction Documents. After any resigning Group Agent’s resignation hereunder, the provisions of this Article XI and Article XIIshall inure to its benefit as to any actions taken or omitted to be taken by it while it was a Group Agent.SECTION 11.09. Reliance on Group Agent . Unless otherwise advised in writing by a Group Agent or by any Credit Partyin such Group Agent’s Group, each party to this Agreement may assume that (i) such Group Agent is acting for the benefit and onbehalf of each of the Credit Parties in its Group, as well as for the benefit of each assignee or other transferee from any such Personand (ii) each action taken by such Group Agent has been duly authorized and approved by all necessary action on the part of theCredit Parties in its Group.ARTICLE XIIINDEMNIFICATIONSECTION 12.01. Indemnities by the Borrower .(a) Without limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons andtheir respective assigns, officers, directors, agents and employees (each, a “ Borrower Indemnified Party ”) may have hereunder orunder Applicable Law, the Borrower hereby agrees to indemnify each Borrower Indemnified Party from and against any and allclaims, losses and liabilities (including Attorney Costs) (all of the foregoing being collectively referred to as “ Borrower IndemnifiedAmounts ”) arising out of or resulting from this Agreement or any other Transaction Document or the use of proceeds of the CreditExtensions or the security interest in respect of any Pool Receivable or any other Collateral. Subject to the provisions of this Section12.01 , including the exclusions and qualifications set forth herein, the Borrower shall pay on demand (it being understood that if anyportion of such payment obligation is made from Collections, such payment will be made at the time and in the order of priority setforth in Section 3.01 ), to each Borrower Indemnified Party any and all amounts necessary to indemnify such Borrower IndemnifiedParty from and against any and all Borrower Indemnified Amounts relating to or resulting from any of the following:(i) any Pool Receivable which the Borrower or the Servicer includes as an Eligible Receivable as part of the NetReceivables Pool Balance but which is not an Eligible Receivable at such time;(ii) any representation, warranty or statement made or deemed made by the Borrower (or any of its respectiveofficers) under or in connection with this Agreement, any of the other Transaction Documents, any Information Package, InterimReport or any other information or report delivered by or on behalf of the Borrower pursuant hereto which shall have been untrueor incorrect when made or deemed made;(iii) the failure by the Borrower to comply with any Applicable Law with respect to any Pool Receivable or therelated Contract; or the failure of any Pool Receivable or the related Contract to conform to any such Applicable Law; 88 (iv) the failure to vest in the Administrative Agent a first priority perfected security interest in all or any portionof the Collateral, in each case free and clear of any Adverse Claim; provided , that, with respect to any Borrower IndemnifiedAmounts arising as a result of an Adverse Claim related to the Affected Filings prior to Borrower’s (or Servicer’s on Borrower’sbehalf) compliance with the covenants set forth in Section 7.01(y), the definition of Adverse Claim shall be deemed to exclude thelast clause of the definition of Adverse Claim;(v) the failure to have filed, or any delay in filing, financing statements, financing statement amendments,continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or otherApplicable Laws with respect to any Pool Receivable and the other Collateral and Collections in respect thereof, whether at thetime of any Credit Extension or at any subsequent time;(vi) any dispute, claim or defense of an Obligor (not arising from the bankruptcy or insolvency, lack ofcreditworthiness or other financial default or inability to pay of the related Obligor) to the payment of any Pool Receivable(including, without limitation, a defense based on such Pool Receivable or the related Contract not being a legal, valid andbinding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from orrelating to collection activities with respect to such Pool Receivable;(vii) any failure of the Borrower to perform any of its duties or obligations in accordance with the provisionshereof and of each other Transaction Document related to Pool Receivables or to timely and fully comply with the Credit andCollection Policy in regard to each Pool Receivable;(viii) any products liability, environmental or other claim arising out of or in connection with any PoolReceivable or other merchandise, goods or services which are the subject of or related to any Pool Receivable;(ix) the commingling of Collections of Pool Receivables at any time with other funds;(x) any investigation, litigation or proceeding (actual or threatened) related to this Agreement or any otherTransaction Document or the use of proceeds of any Credit Extensions or in respect of any Pool Receivable or other Collateral orany related Contract;(xi) any failure of the Borrower to comply with its covenants, obligations and agreements contained in thisAgreement or any other Transaction Document;(xii) any offset, setoff, adjustment, or other non-cash reduction of any Pool Receivable (including DeemedCollections) not arising from the bankruptcy or insolvency, lack of creditworthiness or other financial default or inability to pay ofthe related Obligor;(xiii) any claim brought by any Person other than a Borrower Indemnified Party arising from any activity by theBorrower or any Affiliate of the Borrower in servicing, administering or collecting any Pool Receivable; 89 (xiv) any failure of a Collection Account Bank to comply with the terms of the applicable Account ControlAgreement, the termination by a Collection Account Bank prior to the appointment of a successor collection account bank or anyamounts payable by the Administrative Agent to a Collection Account Bank under any Account Control Agreement;(xv) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor tothe payment of any Pool Receivable (including, without limitation, a defense based on such Pool Receivable or the relatedContract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), orany other claim resulting from the sale of goods or the rendering of services related to such Pool Receivable or the furnishing orfailure to furnish any such goods or services or other similar claim or defense not arising from the financial inability of anyObligor to pay undisputed indebtedness;(xvi) any action taken by the Administrative Agent as attorney-in-fact for the Borrower, any Originator or theServicer pursuant to this Agreement or any other Transaction Document;(xvii) the use of proceeds of any Credit Extension;(xviii) any reduction in Capital as a result of the distribution of Collections if all or a portion of suchdistributions shall thereafter be rescinded or otherwise must be returned for any reason; or(xix) any failure by any Originator to provide an Obligor with an invoice evidencing indebtedness related to aPool Receivable.(b) Notwithstanding anything to the contrary in this Agreement, solely for purposes of the Borrower’sindemnification obligations in clauses (ii) , (iii) , (vii) and (xi) of this Article XII , any representation, warranty or covenant qualifiedby the occurrence or non-occurrence of a Material Adverse Effect or similar concepts of materiality shall be deemed to be not soqualified.(c) The indemnities in Section 12.01(a) shall not apply to any claims for indemnification of any BorrowerIndemnified Party to the extent such claims (i) are found in a final and non-appealable judgment of a court of competent jurisdictionto have resulted from the willful misconduct, bad faith or gross negligence of such Borrower Indemnified Party, (ii) result from aclaim brought by the Borrower, any Originator, the Servicer or the Performance Guarantor, or any of their respective Subsidiaries,against such Borrower Indemnified Party for material breach of such Borrower Indemnified Party’s obligations under thisAgreement if the Borrower, such Originator, the Servicer, the Performance Guarantor or such Subsidiary has obtained a final andnon-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction, (iii) result from a proceedingthat does not involve an act or omission by the Borrower, any Originator, the Servicer, the Performance Guarantor or any of theirrespective Subsidiaries and that is brought by a Borrower Indemnified Party against any other Borrower Indemnified Party (otherthan Borrower Indemnified Amounts against any agent in its capacity or in fulfilling its roles as an agent hereunder or any similarrole with respect to this Agreement or any Commitments), (iv) 90 are for Borrower Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are uncollectible onaccount of the bankruptcy or insolvency, lack of creditworthiness or other financial default or inability to pay of the related Obligoror (v) are for Taxes (which are covered by Section 4.03 ). In the case of an investigation, litigation or other proceeding to which theindemnity in Section 12.01(a) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding isbrought by the Borrower, the Servicer, the Performance Guarantor, or any of their respective Subsidiaries, directors, equityholders orcreditors or a Borrower Indemnified Party or any other Person, whether or not any Borrower Indemnified Party is otherwise a partythereto and whether or not the transactions contemplated hereby are consummated.(d) If for any reason the foregoing indemnification is unavailable to any Borrower Indemnified Party or insufficientto hold it harmless, then the Borrower shall contribute to such Borrower Indemnified Party the amount paid or payable by suchBorrower Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect therelative economic interests of the Borrower and its Affiliates on the one hand and such Borrower Indemnified Party on the otherhand in the matters contemplated by this Agreement as well as the relative fault of the Borrower and its Affiliates and such BorrowerIndemnified Party with respect to such loss, claim, damage or liability and any other relevant equitable considerations. Thereimbursement, indemnity and contribution obligations of the Borrower under this Section shall be in addition to any liability whichthe Borrower may otherwise have, shall extend upon the same terms and conditions to each Borrower Indemnified Party, and shallbe binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Borrower and theBorrower Indemnified Parties.(e) Any indemnification or contribution under this Section shall survive the termination of this Agreement.SECTION 12.02. Indemnification by the Servicer .(a) The Servicer hereby agrees to indemnify and hold harmless the Borrower, the Administrative Agent, the CreditParties, the Affected Persons and their respective assigns, officers, directors, agents and employees (each, a “ Servicer IndemnifiedParty ”), from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions oralleged acts or omissions arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document,including any judgment, award, settlement, Attorney Costs and other reasonable and documented costs or expenses incurred inconnection with the defense of any actual or threatened action, proceeding or claim (all of the foregoing being collectively referredto as, “ Servicer Indemnified Amounts ”). Subject to the provisions of this Section 12.02 , including the exclusions and qualificationsset forth herein, the Servicer shall pay on demand, to each Servicer Indemnified Party any and all amounts necessary to indemnifysuch Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating to or resulting from any of thefollowing:(i) any representation, warranty or statement made or deemed made by the Servicer (or any of its respectiveofficers) under or in connection with this Agreement, any of 91 the other Transaction Documents, any Information Package, Interim Report or any other information or report delivered by or onbehalf of the Servicer pursuant hereto which shall have been untrue or incorrect when made or deemed made;(ii) the failure by the Servicer to comply with any Applicable Law with respect to any Pool Receivable or therelated Contract; or the failure of any Pool Receivable or the related Contract to conform to any such Applicable Law;(iii) the commingling of Collections of Pool Receivables at any time with other funds; or(iv) any failure of the Servicer to comply with its covenants, obligations and agreements contained in thisAgreement or any other Transaction Document.(b) The indemnities in this Section 12.02(b) shall not apply to any claims of any Servicer Indemnified Party to theextent such claims (i) are found in a final and non-appealable judgment of a court of competent jurisdiction to have resulted from thewillful misconduct, bad faith or gross negligence of such Servicer Indemnified Party, (ii) result from a claim brought by theBorrower, any Originator, the Servicer or the Performance Guarantor, or any of their respective Subsidiaries, against such ServicerIndemnified Party for material breach of such Servicer Indemnified Party’s obligations under this Agreement if the Borrower, suchOriginator, the Servicer, the Performance Guarantor or such Subsidiary has obtained a final and non-appealable judgment in its favoron such claim as determined by a court of competent jurisdiction, (iii) result from a proceeding that does not involve an act oromission by the Borrower, any Originator, the Servicer, the Performance Guarantor or any of their respective Subsidiaries and that isbrought by a Servicer Indemnified Party against any other Servicer Indemnified Party (other than Servicer Indemnified Amountsagainst any agent in its capacity or in fulfilling its roles as an agent hereunder or any similar role with respect to this Agreement orany Commitments), (iv) are for Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivablesthat are uncollectible on account of the bankruptcy or insolvency, lack of creditworthiness or other financial default or inability topay of the related Obligor or (v) are for Taxes (which are covered by Section 4.03 ). In the case of an investigation, litigation or otherproceeding to which the indemnity in this Section 12.02(b) applies, such indemnity shall be effective whether or not suchinvestigation, litigation or proceeding is brought by the Borrower, the Servicer, the Performance Guarantor, or any of their respectiveSubsidiaries, directors, equityholders or creditors or a Servicer Indemnified Party or any other Person, whether or not any ServicerIndemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated.(c) If for any reason the foregoing indemnification is unavailable to any Servicer Indemnified Party or insufficientto hold it harmless, then the Servicer shall contribute to the amount paid or payable by such Servicer Indemnified Party as a result ofsuch loss, claim, damage or liability in such proportion as is appropriate to reflect the relative economic interests of the Servicer andits Affiliates on the one hand and such Servicer Indemnified Party on the other hand in the matters contemplated by this Agreementas well as the relative fault of the Servicer and its Affiliates and such Servicer Indemnified Party with respect to such loss, claim,damage or liability and any other relevant equitable considerations. The reimbursement, indemnity and contribution 92 obligations of the Servicer under this Section shall be in addition to any liability which the Servicer may otherwise have, shall extendupon the same terms and conditions to Servicer Indemnified Party, and shall be binding upon and inure to the benefit of anysuccessors, assigns, heirs and personal representatives of the Servicer and the Servicer Indemnified Parties.(d) Any indemnification or contribution under this Section shall survive the termination of this Agreement.ARTICLE XIIIMISCELLANEOUSSECTION 13.01. Amendments, Etc .(a) No failure on the part of any Credit Party to exercise, and no delay in exercising, any right hereunder shalloperate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercisethereof or the exercise of any other right. No amendment or waiver of any provision of this Agreement or consent to any departureby any of the Borrower or any Affiliate thereof shall be effective unless in a writing signed by the Administrative Agent and theMajority Group Agents (and, in the case of any amendment, also signed by the Borrower), and then such amendment, waiver orconsent shall be effective only in the specific instance and for the specific purpose for which given; provided , however , that (A) noamendment, waiver or consent shall, unless in writing and signed by the Servicer, affect the rights or duties of the Servicer under thisAgreement; (B) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent and each GroupAgent:(i) change (directly or indirectly) the definitions of, Borrowing Base Deficit, Defaulted Receivable, DelinquentReceivable, Eligible Receivable, Facility Limit, Final Maturity Date, Net Receivables Pool Balance or Total Reserves containedin this Agreement, or increase the then existing Concentration Percentage for any Obligor or change the calculation of theBorrowing Base;(ii) reduce the amount of Capital or Interest or Fees that is payable on account of any Loan or with respect to anyother Credit Extension or delay any scheduled date for payment thereof;(iii) change any Event of Default;(iv) release all or a material portion of the Collateral from the Administrative Agent’s security interest createdhereunder;(v) release the Performance Guarantor from any of its obligations under the Performance Guaranty or terminatethe Performance Guaranty;(vi) change any of the provisions of this Section 13.01 or the definition of “Majority Group Agents”; or 93 (vii) change the order of priority in which Collections are applied pursuant to Section 3.01 .Notwithstanding the foregoing, (A) no amendment, waiver or consent shall increase any Committed Lender’s Commitmenthereunder without the consent of such Committed Lender and (B) no amendment, waiver or consent shall reduce any Fees payableby the Borrower to any member of any Group or delay the dates on which any such Fees are payable, in either case, without theconsent of the Group Agent for such Group and (C) no consent with respect to any amendment, waiver or other modification of thisAgreement shall be required of any Defaulting Lender, except with respect to any amendment, waiver or other modification referredto in clauses (i) through (vii) above and then only in the event such Defaulting Lender shall be directly affected by such amendment,waiver or other modification.SECTION 13.02. Notices, Etc . All notices and other communications hereunder shall, unless otherwise stated herein, be inwriting (which shall include facsimile communication) and faxed or delivered, to each party hereto, at its address set forth under itsname on Schedule III hereto or at such other address as shall be designated by such party in a written notice to the other partieshereto. Notices and communications by facsimile shall be effective when sent (and shall be followed by hard copy sent by regularmail), and notices and communications sent by other means shall be effective when received.SECTION 13.03. Assignability; Addition of Lenders .(a) Assignment by Conduit Lenders . This Agreement and the rights of each Conduit Lender hereunder (includingeach Loan made by it hereunder) shall be assignable by such Conduit Lender and its successors and permitted assigns (i) to anyProgram Support Provider of such Conduit Lender without prior notice to or consent from the Borrower or any other party, or anyother condition or restriction of any kind, (ii) to any other Lender with prior notice to the Borrower but without consent from theBorrower or (iii) with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned ordelayed; provided , however , that such consent shall not be required if an Event of Default or Unmatured Event of Default hasoccurred and is continuing), to any other Eligible Assignee. Each assignor of a Loan or any interest therein may, in connection withthe assignment or participation, disclose to the assignee or Participant any information relating to the Borrower and its Affiliates,including the Receivables, furnished to such assignor by or on behalf of the Borrower and its Affiliates or by the AdministrativeAgent; provided that, prior to any such disclosure, the assignee or Participant agrees to preserve the confidentiality of anyconfidential information relating to the Borrower and its Affiliates received by it from any of the foregoing entities in a mannerconsistent with Section 13.06(b) .(b) Assignment by Committed Lenders . Each Committed Lender may assign to any Eligible Assignee or to anyother Committed Lender all or a portion of its rights and obligations under this Agreement (including, without limitation, all or aportion of its Commitment and any Loan or interests therein owned by it); provided , however that 94 (i) except for an assignment by a Committed Lender to either an Affiliate of such Committed Lender or anyother Committed Lender, each such assignment shall require the prior written consent of the Borrower (such consent not to beunreasonably withheld, conditioned or delayed; provided , however , that such consent shall not be required if an Event of Defaultor an Unmatured Event of Default has occurred and is continuing);(ii) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations underthis Agreement;(iii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignmentand Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $5,000,000 and (y) allof the assigning Committed Lender’s Commitment; and(iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptanceand recording in the Register, an Assignment and Acceptance Agreement.Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment andAcceptance Agreement, (x) the assignee thereunder shall be a party to this Agreement, and to the extent that rights and obligationsunder this Agreement have been assigned to it pursuant to such Assignment and Acceptance Agreement, have the rights andobligations of a Committed Lender hereunder and (y) the assigning Committed Lender shall, to the extent that rights and obligationshave been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish such rights and be released from suchobligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or the remainingportion of an assigning Committed Lender’s rights and obligations under this Agreement, such Committed Lender shall cease to be aparty hereto).(c) Register . The Administrative Agent shall, acting solely for this purpose as an agent of the Borrower, maintainat its address referred to on Schedule III of this Agreement (or such other address of the Administrative Agent notified by theAdministrative Agent to the other parties hereto) a copy of each Assignment and Acceptance Agreement delivered to and acceptedby it and a register for the recordation of the names and addresses of the Committed Lenders and the Conduit Lenders, theCommitment of each Committed Lender and the aggregate outstanding Capital (and stated interest) of the Loans of each ConduitLender and Committed Lender from time to time (the “ Register ”). The entries in the Register shall be conclusive and binding for allpurposes, absent manifest error, and the Borrower, the Servicer, the Administrative Agent, the Group Agents, and the other CreditParties may treat each Person whose name is recorded in the Register as a Committed Lender or Conduit Lender, as the case may be,under this Agreement for all purposes of this Agreement. The Register shall be available for inspection by the Borrower, theServicer, any Group Agent, any Conduit Lender or any Committed Lender at any reasonable time and from time to time uponreasonable prior notice.(d) Procedure . Upon its receipt of an Assignment and Acceptance Agreement executed and delivered by anassigning Committed Lender and an Eligible Assignee or assignee 95 Committed Lender, the Administrative Agent shall, if such Assignment and Acceptance Agreement has been duly completed, (i)accept such Assignment and Acceptance Agreement, (ii) record the information contained therein in the Register and (iii) giveprompt notice thereof to the Borrower and the Servicer.(e) Participations . Each Committed Lender may sell participations to one or more Eligible Assignees (each, a “Participant ”) in or to all or a portion of its rights and/or obligations under this Agreement (including, without limitation, all or aportion of its Commitment and the interests in the Loans owned by it); provided , however , that(i) such Committed Lender’s obligations under this Agreement (including, without limitation, its Commitment tothe Borrower hereunder) shall remain unchanged, and(ii) such Committed Lender shall remain solely responsible to the other parties to this Agreement for theperformance of such obligations.The Administrative Agent, the Group Agents, the Conduit Lenders, the other Committed Lenders, the Borrower and theServicer shall have the right to continue to deal solely and directly with such Committed Lender in connection with such CommittedLender’s rights and obligations under this Agreement.(f) Participant Register . Each Committed Lender that sells a participation shall, acting solely for this purpose as anagent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (andstated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “ Participant Register ”);provided that no Committed Lender shall have any obligation to disclose all or any portion of the Participant Register (including theidentity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans or its other obligationsunder any this Agreement) to any Person except to the extent that such disclosure is necessary to establish that such Commitment,Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in theParticipant Register shall be conclusive absent manifest error, and such Committed Lender shall treat each Person whose name isrecorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any noticeto the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have noresponsibility for maintaining a Participant Register.(g) Assignments by Agents . This Agreement and the rights and obligations of the Administrative Agent and eachGroup Agent herein shall be assignable by the Administrative Agent or such Group Agent, as the case may be, and its successors andassigns; provided that in the case of an assignment to a Person that is not an Affiliate of the Administrative Agent or such GroupAgent, so long as no Event of Default or Unmatured Event of Default has occurred and is continuing, such assignment shall requirethe Borrower’s consent (not to be unreasonably withheld, conditioned or delayed). 96 (h) Assignments by the Borrower or the Servicer . Neither the Borrower nor, except as provided in Section 8.01 ,the Servicer may assign any of its respective rights or obligations hereunder or any interest herein without the prior written consentof the Administrative Agent and each Group Agent (such consent to be provided or withheld in the sole discretion of such Person).(i) Addition of Lenders or Groups . The Borrower may, with written notice to the Administrative Agent and eachGroup Agent, add additional Persons as Lenders (by creating a new Group) or cause an existing Lender to increase its Commitment;provided , however , that the Commitment of any existing Lender may only be increased with the prior written consent of suchLender. Each new Lender (or Group) shall become a party hereto, by executing and delivering to the Administrative Agent and theBorrower, an assumption agreement (each, an “ Assumption Agreement ”) in the form of Exhibit C hereto (which AssumptionAgreement shall, in the case of any new Lender, be executed by each Person in such new Lender’s Group).(j) Pledge to a Federal Reserve Bank . Notwithstanding anything to the contrary set forth herein, (i) any Lender,Program Support Provider or any of their respective Affiliates may at any time pledge or grant a security interest in all or any portionof its interest in, to and under this Agreement (including, without limitation, rights to payment of Capital and Interest) and any otherTransaction Document to secure its obligations to a Federal Reserve Bank, without notice to or the consent of the Borrower, theServicer, any Affiliate thereof or any Credit Party; provided , however , that that no such pledge shall relieve such assignor of itsobligations under this Agreement.(k) Pledge to a Security Trustee . Notwithstanding anything to the contrary set forth herein, (i) any Lender,Program Support Provider or any of their respective Affiliates may at any time pledge or grant a security interest in all or any portionof its interest in, to and under this Agreement (including, without limitation, rights to payment of Capital and Interest) and any otherTransaction Document to a security trustee in connection with the funding by such Person of Loans, without notice to or the consentof the Borrower, the Servicer, any Affiliate thereof or any Credit Party; provided , however , that that no such pledge shall relievesuch assignor of its obligations under this Agreement.SECTION 13.04. Costs and Expenses . In addition to the rights of indemnification granted under Section 12.01 hereof, theBorrower agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses in connection with thepreparation, negotiation, execution, delivery and administration of this Agreement, any Program Support Agreement (or anysupplement or amendment thereof) related to this Agreement and the other Transaction Documents (together with all amendments,restatements, supplements, consents and waivers, if any, from time to time hereto and thereto), including (i) the reasonable AttorneyCosts for the Administrative Agent, the Structuring Agent and the other Credit Parties and any of their respective Affiliates withrespect thereto and with respect to advising the Administrative Agent, the Structuring Agent and the other Credit Parties and theirrespective Affiliates as to their rights and remedies under this Agreement and the other Transaction Documents and (ii) reasonableaccountants’, auditors’ and consultants’ fees and expenses for the Administrative Agent, the Structuring Agent and the other CreditParties and any of their respective Affiliates and the fees and charges of any nationally recognized statistical 97 rating organization incurred in connection with the administration and maintenance of this Agreement or advising the AdministrativeAgent or any other Credit Party as to their rights and remedies under this Agreement or as to any actual or reasonably claimed breachof this Agreement or any other Transaction Document. In addition, the Borrower agrees to pay on demand all reasonable anddocumented out-of-pocket costs and expenses (including reasonable Attorney Costs), of the Administrative Agent, the StructuringAgent and the other Credit Parties and their respective Affiliates, incurred in connection with the enforcement of any of theirrespective rights or remedies under the provisions of this Agreement and the other Transaction Documents.SECTION 13.05. No Proceedings; Limitation on Payments .(a) Each of the Borrower, the Administrative Agent, the Servicer, each Group Agent, each Lender and eachassignee of a Loan or any interest agrees that it will not institute against, or join any other Person in instituting against, any ConduitLender any Insolvency Proceeding so long as any Notes or other senior indebtedness issued by such Conduit Lender shall beoutstanding or there shall not have elapsed one year plus one day since the last day on which any such Notes or other seniorindebtedness shall have been outstanding.(b) Each of the Servicer, each Group Agent, each Lender and each assignee of a Loan or any interest therein,hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, the Borrower anyInsolvency Proceeding until one year and one day after the Final Payout Date; provided , that the Administrative Agent may take anysuch action in its sole discretion following the occurrence of an Event of Default.(c) Notwithstanding any provisions contained in this Agreement to the contrary, a Conduit Lender shall not, andshall be under no obligation to, pay any amount, if any, payable by it pursuant to this Agreement or any other Transaction Documentunless (i) such Conduit Lender has received funds which may be used to make such payment and which funds are not required torepay such Conduit Lender’s Notes when due and (ii) after giving effect to such payment, either (x) such Conduit Lender could issueNotes to refinance all of its outstanding Notes (assuming such outstanding Notes matured at such time) in accordance with theprogram documents governing such Conduit Lender’s securitization program or (y) all of such Conduit Lender’s Notes are paid infull. Any amount which any Conduit Lender does not pay pursuant to the operation of the preceding sentence shall not constitute aclaim (as defined in Section 101 of the Bankruptcy Code) against or company obligation of such Conduit Lender for any suchinsufficiency unless and until such Conduit Lender satisfies the provisions of clauses (i) and (ii) above. The provisions of thisSection 13.05 shall survive any termination of this Agreement.SECTION 13.06. Confidentiality .(a) Each of the Borrower and the Servicer covenants and agrees to hold in confidence, and not disclose to anyPerson, the terms of any Fee Letter (including any fees payable in connection with this Agreement, such Fee Letters or any otherTransaction Document), except as the Administrative Agent and each Group Agent may have consented to in writing prior to anyproposed disclosure; provided , however , that it may disclose such information (i) to its Related Parties, (ii) to the extent suchinformation has become available to the public other than as a result 98 of a disclosure by or through the Borrower, the Servicer or their Related Parties or (iii) to the extent it should be (A) required byApplicable Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority todisclose such information; provided , that, in the case of clause (iii) above, the Borrower and the Servicer will use reasonable effortsto maintain confidentiality and will (unless otherwise prohibited by Applicable Law) notify the Administrative Agent and theaffected Credit Party of its intention to make any such disclosure prior to making such disclosure. Each of the Borrower and theServicer agrees to be responsible for any breach of this Section by its Related Parties and agrees that its Related Parties will beadvised by it of the confidential nature of such information and shall agree to comply with this Section. Notwithstanding theforegoing, it is expressly agreed that each of the Borrower, the Servicer and their respective Affiliates may publish a press release orotherwise publicly announce the existence and principal amount of the Commitments under this Agreement and the transactionscontemplated hereby; provided that the Administrative Agent shall be provided a reasonable opportunity to review such press releaseor other public announcement prior to its release and provide comment thereon; and provided , further , that no such press releaseshall name or otherwise identify the Administrative Agent, any other Credit Party or any of their respective Affiliates without suchPerson’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding theforegoing, the Borrower consents to the publication by the Administrative Agent or any other Credit Party of a tombstone or similaradvertising material relating to the financing transactions contemplated by this Agreement.(b) Each of the Administrative Agent and each other Credit Party, severally and with respect to itself only, agrees,for the benefit of the Borrower, any Originator, Olin and the Performance Guarantor, to maintain the confidentiality of theConfidential Information, except that Confidential Information may be disclosed (a) to its Affiliates, their Related Parties and anyProgram Support Provider (it being understood that the Persons to whom such disclosure is made will be informed of theconfidential nature of such Confidential Information and instructed to keep such Confidential Information confidential), (b) to anyrating agency (including any nationally recognized statistical rating organization in connection with obtaining or maintaining therating of any Conduit Lender’s Notes or as otherwise contemplated by 17 C.F.R. 240.17g-5(a)(3)), or regulatory or similar authorityhaving, or purporting to have, jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as theNational Association of Insurance Commissioners), or in connection with any regulatory examination of the Administrative Agent orany Credit Party or in accordance with the Administrative Agent’s or any Credit Party’s regulatory compliance policy if theAdministrative Agent or such Credit Party deems disclosure necessary for the mitigation of claims by those authorities against theAdministrative Agent or such Credit Party or any of its Subsidiaries or Affiliates, (c) to the extent required by applicable laws orregulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exerciseof any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f)subject to an express agreement for the benefit of the Borrower, any Originator, Olin and the Performance Guarantor containingprovisions substantially the same as those of this Section, to any Eligible Assignee of or participant in, or any prospective assignee ofor participant in, any of its rights or obligations under this Agreement, (g) with the consent of the Borrower and Olin, (h) on aconfidential basis to (i) any rating agency in connection with rating the Borrower or this Agreement or (ii) the CUSIP Service 99 Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers, (i) to Gold Sheets and othersimilar bank trade publications, such information to consist of deal terms and other information customarily found in suchpublications, (j) to data service providers, including league table providers, that serve the lending industry, such information toconsist of information customarily provided to such data service providers or (k) to the extent such Confidential Information (i)becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent orany Credit Party on a nonconfidential basis from a source other than the Borrower, any Originator, Olin, the Performance Guarantoror any of their respective Subsidiaries. For the purposes of this Section 13.06 , “ Confidential Information ” means all information,including material nonpublic information with the meaning of Regulation FD promulgated by the SEC (“ Regulation FD ”), receivedfrom the Borrower, any Originator, Olin, the Performance Guarantor or any of their respective Subsidiaries relating to such entitiesor their respective businesses, other than any such information that is available to the Administrative Agent or any Credit Party on anonconfidential basis prior to disclosure by such entities; provided , that such information is clearly identified at the time of deliveryas confidential. Any Person required to maintain the confidentiality of Confidential Information as provided in this Section shall beconsidered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain theconfidentiality of such information as such Person customarily accords to its own confidential information; provided , however , thatwith respect to disclosures pursuant to clauses (b) and (c) of this Section, unless prohibited by law or applicable court order, eachCredit Party and the Administrative Agent shall attempt to notify the Borrower and Olin of any request by any governmental agencyor representative thereof or other Person for disclosure of Confidential Information after receipt of such request, and if reasonable,practicable and permissible, before disclosure of such Confidential Information. It is understood and agreed that the Borrower, Olin,each Originator and the Performance Guarantor and their respective Subsidiaries and Affiliates may rely upon this Section for anypurpose, including to comply with Regulation FD.(c) As used in this Section 13.06 , “ Related Parties ” means, with respect to any Person, such Person’s Affiliatesand the partners, directors, managers, officers, employees, members, investors, financing sources, insurers, representatives,controlling persons and agents, including accountants, legal counsel and other advisors of such Person and of such Person’sAffiliates.(d) Notwithstanding the foregoing, to the extent not inconsistent with applicable securities laws, each party hereto(and each of its employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, thetax treatment and tax structure (as defined in Section 1.6011-4 of the Treasury Regulations) of the transactions contemplated by theTransaction Documents and all materials of any kind (including opinions or other tax analyses) that are provided to such Personrelating to such tax treatment and tax structure.SECTION 13.07. GOVERNING LAW . THIS AGREEMENT, INCLUDING THE RIGHTS AND DUTIES OF THEPARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THESTATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THESTATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF 100 LAW PROVISIONS THEREOF, EXCEPT TO THE EXTENT THAT THE PERFECTION, THE EFFECT OF PERFECTION ORPRIORITY OF THE INTERESTS OF ADMINISTRATIVE AGENT OR ANY LENDER IN THE COLLATERAL IS GOVERNEDBY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK).SECTION 13.08. Execution in Counterparts . This Agreement may be executed in any number of counterparts, each ofwhich when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the sameagreement. Delivery of an executed counterpart hereof by facsimile or other electronic means shall be equally effective as delivery ofan originally executed counterpart.SECTION 13.09. Integration; Binding Effect; Survival of Termination . This Agreement and the other TransactionDocuments contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matterhereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding allprior oral or written understandings. This Agreement shall be binding upon and inure to the benefit of the parties hereto and theirrespective successors and permitted assigns. This Agreement shall create and constitute the continuing obligations of the partieshereto in accordance with its terms and shall remain in full force and effect until the Final Payout Date; provided , however , that theprovisions of Sections 4.01 , 4.02 , 4.03 , 10.04 , 10.06 , 11.04 , 12.01 , 12.02 , 13.04 , 13.05 , 13.06 , 13.09 , 13.11 and 13.13 shallsurvive any termination of this Agreement.SECTION 13.10. CONSENT TO JURISDICTION . (a) EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITSTO (I) WITH RESPECT TO THE BORROWER AND THE SERVICER, THE EXCLUSIVE JURISDICTION, AND (II) WITHRESPECT TO EACH OF THE OTHER PARTIES HERETO, THE NON-EXCLUSIVE JURISDICTION, IN EACH CASE, OFANY NEW YORK STATE OR FEDERAL COURT SITTING IN NEW YORK COUNTY, NEW YORK IN ANY ACTION ORPROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT,AND EACH PARTY HERETO HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTIONOR PROCEEDING (I) IF BROUGHT BY THE BORROWER, THE SERVICER OR ANY AFFILIATE THEREOF, SHALL BEHEARD AND DETERMINED, AND (II) IF BROUGHT BY ANY OTHER PARTY TO THIS AGREEMENT OR ANY OTHERTRANSACTION DOCUMENT, MAY BE HEARD AND DETERMINED, IN EACH CASE, IN SUCH NEW YORK STATECOURT OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. NOTHING IN THIS SECTION 13.10SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY OTHER CREDIT PARTY TO BRING ANYACTION OR PROCEEDING AGAINST THE BORROWER OR THE SERVICER OR ANY OF THEIR RESPECTIVEPROPERTY IN THE COURTS OF OTHER JURISDICTIONS. EACH OF THE BORROWER AND THE SERVICER HEREBYIRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF ANINCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING. THE PARTIES HERETOAGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BEENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BYLAW. 101 (a) EACH OF THE BORROWER AND THE SERVICER CONSENTS TO THE SERVICE OF ANY AND ALLPROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO IT AT ITSADDRESS SPECIFIED IN SECTION 13.02 . NOTHING IN THIS SECTION 13.10 SHALL AFFECT THE RIGHT OF THEADMINISTRATIVE AGENT OR ANY OTHER CREDIT PARTY TO SERVE LEGAL PROCESS IN ANY OTHER MANNERPERMITTED BY LAW.SECTION 13.11. WAIVER OF JURY TRIAL . EACH PARTY HERETO HEREBY WAIVES, TO THE MAXIMUMEXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING,DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANYWAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT.SECTION 13.12. Ratable Payments . If any Credit Party, whether by setoff or otherwise, has payment made to it withrespect to any Borrower Obligations in a greater proportion than that received by any other Credit Party entitled to receive a ratableshare of such Borrower Obligations, such Credit Party agrees, promptly upon demand, to purchase for cash without recourse orwarranty a portion of such Borrower Obligations held by the other Credit Parties so that after such purchase each Credit Party willhold its ratable proportion of such Borrower Obligations; provided that if all or any portion of such excess amount is thereafterrecovered from such Credit Party, such purchase shall be rescinded and the purchase price restored to the extent of such recovery,but without interest.SECTION 13.13. Limitation of Liability .(a) No claim may be made by the Borrower or any Affiliate thereof or any other Person against any Credit Party ortheir respective Affiliates, members, directors, officers, employees, incorporators, attorneys or agents for any special, indirect,consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of orrelated to the transactions contemplated by this Agreement or any other Transaction Document, or any act, omission or eventoccurring in connection herewith or therewith; and each of the Borrower and the Servicer hereby waives, releases, and agrees not tosue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. Noneof the Credit Parties and their respective Affiliates shall have any liability to the Borrower or any Affiliate thereof or any otherPerson asserting claims on behalf of or in right of the Borrower or any Affiliate thereof in connection with or as a result of thisAgreement or any other Transaction Document or the transactions contemplated hereby or thereby, except to the extent that anylosses, claims, damages, liabilities or expenses incurred by the Borrower or any Affiliate thereof result from the breach of contract,gross negligence or willful misconduct of such Credit Party in performing its duties and obligations hereunder and under the otherTransaction Documents to which it is a party.(b) The obligations of the Administrative Agent and each of the other Credit Parties under this Agreement and eachof the Transaction Documents are solely the corporate obligations of such Person. No recourse shall be had for any obligation orclaim arising out of or against any member, director, officer, employee or incorporator of any such Person. 102 SECTION 13.14. Intent of the Parties . The Borrower has structured this Agreement with the intention that the Loans andthe obligations of the Borrower hereunder will be treated under United States federal, and applicable state, local and foreign tax lawas debt (the “ Intended Tax Treatment ”). The Borrower, the Servicer, the Administrative Agent and the other Credit Parties agree tofile no tax return, or take any action, inconsistent with the Intended Tax Treatment unless required by law. Each assignee and eachParticipant acquiring an interest in a Credit Extension, by its acceptance of such assignment or participation, agrees to comply withthe immediately preceding sentence.SECTION 13.15. USA Patriot Act . Each of the Administrative Agent and each of the other Credit Parties hereby notifiesthe Borrower and the Servicer that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed intolaw October 26, 2001) (the “ PATRIOT Act ”), the Administrative Agent and the other Credit Parties may be required to obtain,verify and record information that identifies the Borrower, the Originators, the Servicer and the Performance Guarantor, whichinformation includes the name, address, tax identification number and other information regarding the Borrower, the Originators, theServicer and the Performance Guarantor that will allow the Administrative Agent and the other Credit Parties to identify theBorrower, the Originators, the Servicer and the Performance Guarantor in accordance with the PATRIOT Act. This notice is given inaccordance with the requirements of the PATRIOT Act. Each of the Borrower and the Servicer agrees to provide the AdministrativeAgent and each other Credit Parties, from time to time, with all documentation and other information required by bank regulatoryauthorities under “know your customer” and anti-money laundering rules and regulations, including, without limitation, thePATRIOT Act.SECTION 13.16. Right of Setoff . Each Credit Party is hereby authorized (in addition to any other rights it may have), atany time during the continuance of an Event of Default, to setoff, appropriate and apply (without presentment, demand, protest orother notice which are hereby expressly waived) any deposits and any other indebtedness held or owing by such Credit Party(including by any branches or agencies of such Credit Party) to, or for the account of, the Borrower against amounts owing by theBorrower hereunder (even if contingent or unmatured); provided that such Credit Party shall notify the Borrower promptly followingsuch setoff.SECTION 13.17. Severability . Any provisions of this Agreement which are prohibited or unenforceable in anyjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating theremaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or renderunenforceable such provision in any other jurisdiction.SECTION 13.18. Mutual Negotiations . This Agreement and the other Transaction Documents are the product of mutualnegotiations by the parties thereto and their counsel, and no party shall be deemed the draftsperson of this Agreement or any otherTransaction Document or any provision hereof or thereof or to have provided the same. Accordingly, in the event of anyinconsistency or ambiguity of any provision of this Agreement or any other Transaction Document, such inconsistency or ambiguityshall not be interpreted against any party because of such party’s involvement in the drafting thereof. 103 SECTION 13.19. Captions and Cross References . The various captions (including the table of contents) in this Agreementare provided solely for convenience of reference and shall not affect the meaning or interpretation of any provision of thisAgreement. Unless otherwise indicated, references in this Agreement to any Section, Schedule or Exhibit are to such SectionSchedule or Exhibit to this Agreement, as the case may be, and references in any Section, subsection, or clause to any subsection,clause or subclause are to such subsection, clause or subclause of such Section, subsection or clause.[Signature Pages Follow] 104 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto dulyauthorized, as of the date first above written.OLIN FINANCE COMPANY, LLC ,as the BuyerBy: Name: Title: OLIN CORPORATION ,as the Servicer and as an OriginatorBy: Name: Title: S- 1Receivables Financing Agreement (Olin)PNC BANK, NATIONAL ASSOCIATION ,as Administrative AgentBy: Name: Title: PNC BANK, NATIONAL ASSOCIATION ,as Group Agent for the PNC GroupBy: Name: Title: PNC BANK, NATIONAL ASSOCIATION ,as a Committed LenderBy: Name: Title: S- 2Receivables Financing Agreement (Olin)ACCEPTED AND ACKNOWLEDGED SOLELY WITH RESPECT TO SECTION 10.10 HEREOF:PNC CAPITAL MARKETS LLC, as the Structuring Agent By: Name: Title: S- 3Receivables Financing Agreement (Olin)WELLS FARGO BANK, NATIONAL ASSOCIATION ,as a Committed LenderBy: Name: Title: WELLS FARGO BANK, NATIONAL ASSOCIATION ,as a Group Agent for the Wells Fargo GroupBy: Name: Title: S- 4Receivables Financing Agreement (Olin)EXHIBIT AForm of Loan Request[LETTERHEAD OF BORROWER][Date][Administrative Agent][Group Agents]Re: Loan RequestLadies and Gentlemen:Reference is hereby made to that certain Receivables Financing Agreement, dated as of December 20, 2016, among OlinFinance Company, LLC (the “ Borrower ”), Olin Corporation, as Servicer (the “ Servicer ”), the Lenders party thereto, the GroupAgents party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “ Administrative Agent ”),and PNC Capital Markets LLC, as Structuring Agent (the “ Structuring Agent ”) (as amended, supplemented or otherwise modifiedfrom time to time, the “ Agreement ”). Capitalized terms used in this Loan Request and not otherwise defined herein shall have themeanings assigned thereto in the Agreement.This letter constitutes a Loan Request pursuant to Section 2.02(a) of the Agreement. The Borrower hereby request a Loan inthe amount of [$_______] to be made on [_____, 20__] (of which $[___] will be funded by the PNC Group [and $[___] will befunded by the [___] Group]. The proceeds of such Loan should be deposited to [Account number], at [Name, Address and ABANumber of Bank]. After giving effect to such Loan, the Aggregate Capital will be [$_______].The Borrower hereby represents and warrants as of the date hereof, and after giving effect to such Credit Extension, asfollows:(i) the representations and warranties of the Borrower and the Servicer contained in Sections 6.01 and6.02 of the Agreement are true and correct in all material respects (unless such representations and warranties contain amateriality qualification, in which case such representations and warranties shall be true and correct as made) on and as of thedate of such Credit Extension as though made on and as of such date unless such representations and warranties by theirterms refer to an earlier date, in which case they shall be true and correct in all material respects (unless such representationsand warranties contain a materiality qualification, in which case such representations and warranties shall be true and correctas made) on and as of such earlier date;(ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Eventof Default or Unmatured Event of Default would result from such Credit Extension; Exhibit A- 1 (iii) no Borrowing Base Deficit exists or would exist after giving effect to such Credit Extension;(iv) the Aggregate Capital will not exceed the Facility Limit;(v) the sum of (A) the Capital of the applicable Lender, plus (B) the aggregate outstanding Capital ofeach other Lender in its Group, would not exceed the Group Commitment of such Lender’s Group;(vi) if the applicable Lender is a Committed Lender, the aggregate outstanding Capital of suchCommitted Lender would not exceed its Commitment;(vii) the Aggregate Capital would not exceed the Borrowing Base at such time; and(viii) the Termination Date has not occurred. Exhibit A- 2 IN WITNESS WHEREOF, the undersigned has executed this letter by its duly authorized officer as of the date first abovewritten.Very truly yours,OLIN FINANCE COMPANY, LLCBy: Name: Title: Exhibit A- 3 EXHIBIT BForm of Reduction Notice[LETTERHEAD OF BORROWER][Date][Administrative Agent][Group Agents]Re: Reduction NoticeLadies and Gentlemen:Reference is hereby made to that certain Receivables Financing Agreement, dated as of December 20, 2016, among OlinFinance Company, LLC (the “ Borrower ”), Olin Corporation, as Servicer (the “ Servicer ”), the Lenders party thereto, the GroupAgents party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “ Administrative Agent ”),and PNC Capital Markets LLC, as Structuring Agent (the “ Structuring Agent ”) (as amended, supplemented or otherwise modifiedfrom time to time, the “ Agreement ”). Capitalized terms used in this Reduction Notice and not otherwise defined herein shall havethe meanings assigned thereto in the Agreement.This letter constitutes a Reduction Notice pursuant to Section 2.02(d) of the Agreement. The Borrower hereby notifies theAdministrative Agent and the Lenders that it shall prepay the outstanding Capital of the Lenders in the amount of [$_______] to bemade on [_____, 201_]. After giving effect to such prepayment, the Aggregate Capital will be [$_______] .The Borrower hereby represents and warrants as of the date hereof, and after giving effect to such reduction, as follows:(i) the representations and warranties of the Borrower and the Servicer contained in Sections 6.01 and6.02 of the Agreement are true and correct in all material respects (unless such representations and warranties contain amateriality qualification, in which case such representations and warranties shall be true and correct as made) on and as of thedate of such prepayment as though made on and as of such date unless such representations and warranties by their termsrefer to an earlier date, in which case they shall be true and correct in all material respects (unless such representations andwarranties contain a materiality qualification, in which case such representations and warranties shall be true and correct asmade) on and as of such earlier date;Exhibit B-1(ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, and no Eventof Default or Unmatured Event of Default would result from such prepayment;(iii) no Borrowing Base Deficit exists or would exist after giving effect to such prepayment;(iv) the Aggregate Capital would not equal an amount less than the Minimum Funding Threshold; and(v) the Termination Date has not occurred.Exhibit B-2IN WITNESS WHEREOF, the undersigned has executed this letter by its duly authorized officer as of the date first abovewritten.Very truly yours,OLIN FINANCE COMPANY, LLCBy: Name: Title: Exhibit B-3EXHIBIT CForm of Assignment and Acceptance AgreementDated as of ___________, 20__Section 1 .Commitment assigned:$[_____]Assignor’s remaining Commitment:$[_____]Capital allocable to Commitment assigned:$[_____]Assignor’s remaining Capital:$[_____]Interest (if any) allocable to Capital assigned:$[_____]Interest (if any) allocable to Assignor’s remaining Capital:$[_____]Section 2 .Effective Date of this Assignment and Acceptance Agreement: [__________]Upon execution and delivery of this Assignment and Acceptance Agreement by the assignee and the assignor and thesatisfaction of the other conditions to assignment specified in Section 13.03(b) of the Agreement (as defined below), from and afterthe effective date specified above, the assignee shall become a party to, and, to the extent of the rights and obligations thereunderbeing assigned to it pursuant to this Assignment and Acceptance Agreement, shall have the rights and obligations of a CommittedLender under that certain Receivables Financing Agreement, dated as of December 20, 2016, among Olin Finance Company, LLC(the “ Borrower ”), Olin Corporation, as Servicer (the “ Servicer ”), the Lenders party thereto, the Group Agents party thereto, PNCBank, National Association, as Administrative Agent (in such capacity, the “ Administrative Agent ”), and PNC Capital MarketsLLC, as Structuring Agent (the “ Structuring Agent ”) (as amended, supplemented or otherwise modified from time to time, the “Agreement ”).(Signature Pages Follow)Exhibit C-1ASSIGNOR: [_________]By: Name: Title ASSIGNEE: [_________]By:____________________________Name: Title: [Address]Accepted as of date first abovewritten:PNC BANK, NATIONAL ASSOCIATION,as Administrative AgentBy: Name: Title: OLIN FINANCE COMPANY, LLC,as BorrowerBy: Name: Title: Exhibit C-2EXHIBIT DForm of Assumption AgreementTHIS ASSUMPTION AGREEMENT (this “ Agreement ”), dated as of [______ __, ____], is among____________________ (the “ Borrower ”), [________], as conduit lender (the “[_____] Conduit Lender ”), [________], as theRelated Committed Lender (the “[______] Committed Lender ” and together with the Conduit Lender, the “[_____] Lenders ”), and[________], as group agent for the [_____] Lenders (the “[______] Group Agent ” and together with the [_____] Lenders, the“[_______] Group ”).BACKGROUNDThe Borrower and various others are parties to a certain Receivables Financing Agreement, dated as of December 20, 2016(as amended through the date hereof and as the same may be amended, amended and restated, supplemented or otherwise modifiedfrom time to time, the “ Receivables Financing Agreement ”). Capitalized terms used and not otherwise defined herein have therespective meaning assigned to such terms in the Receivables Financing Agreement.NOW, THEREFORE, the parties hereto hereby agree as follows:SECTION 1. This letter constitutes an Assumption Agreement pursuant to Section 13.03(i) of the Receivables FinancingAgreement. The Borrower desires [the [_____] Lenders] [the [______] Committed Lender] to [become a Group] [increase itsexisting Commitment] under the Receivables Financing Agreement, and upon the terms and subject to the conditions set forth in theReceivables Financing Agreement, the [[________] Lenders] [[__________] Committed Lender] agree[s] to [become Lenderswithin a Group thereunder] [increase its Commitment to the amount set forth as its “Commitment” under the signature of such[______] Committed Lender hereto].The Borrower hereby represents and warrants to the [[________] Lenders and the [_________] Group Agent] [[________]Committed Lender] as of the date hereof, as follows:(i) the representations and warranties of the Borrower contained in Section 6.01 of the Receivables FinancingAgreement are true and correct on and as of such date as though made on and as of such date;(ii) no Event of Default or Unmatured Event of Default has occurred and is continuing, or would result from theassumption contemplated hereby; and(iii) the Termination Date shall not have occurred.SECTION 2. Upon execution and delivery of this Agreement by the Borrower and [each member of the [_________]Group Agent] [the [________] Committed Lender], satisfaction of the other applicable conditions specified in Section 13.03(i) of theReceivables Financing Agreement and receipt by the Administrative Agent of counterparts of this Agreement (whether by facsimileor otherwise) executed by each of the parties hereto, [the [_____] Lenders shall become a party to, and have the rights andobligations of Lenders under, the Receivables Financing Agreement andExhibit D-1the “Commitment” with respect to the Committed Lenders in such Group as shall be as set forth under the signature of each suchCommitted Lender hereto] [the [______] Committed Lender shall increase its Commitment to the amount set forth as the“Commitment” under the signature of the [______] Committed Lender hereto].SECTION 3. Each party hereto hereby covenants and agrees that it will not institute against, or join any other Person ininstituting against, any Conduit Lender, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or otherproceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing commercial papernotes or other senior indebtedness issued by such Conduit Lender is paid in full. The covenant contained in this paragraph shallsurvive any termination of the Receivables Financing Agreement.SECTION 4. THIS AGREEMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALLBE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK(INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK,BUT WITHOUT REGARD TO ANY OTHER CONFLICTS OF LAW PROVISIONS THEREOF). This Agreement may not beamended or supplemented except pursuant to a writing signed be each of the parties hereto and may not be waived except pursuant toa writing signed by the party to be charged. This Agreement may be executed in counterparts, and by the different parties ondifferent counterparts, each of which shall constitute an original, but all together shall constitute one and the same agreement.(Signature Pages Follow)Exhibit D-2IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers as of the datefirst above written.[___________], as a Conduit LenderBy: Name Printed: Title: [Address][___________], as a Committed LenderBy: Name Printed: Title: [Address][Commitment][_____________], as Group Agent for [_________]By: Name Printed: Title: [Address]Exhibit D-3OLIN FINANCE COMPANY, LLC,as BorrowerBy: Name Printed: Title: Exhibit D-4EXHIBIT ECredit and Collection Policy(On file with the Administrative Agent)Exhibit E-1EXHIBIT FForm of Information Package(Attached)Exhibit F-1EXHIBIT GForm of Compliance CertificateTo: PNC Bank, National Association, as Administrative AgentThis Compliance Certificate is furnished pursuant to that certain Receivables Financing Agreement, dated as of December20, 2016, among Olin Finance Company, LLC (the “ Borrower ”), Olin Corporation, as Servicer (the “ Servicer ”), the Lenders partythereto, the Group Agents party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent ”), and PNC Capital Markets LLC, as Structuring Agent (the “ Structuring Agent ”) (as amended,supplemented or otherwise modified from time to time, the “ Agreement ”). Capitalized terms used herein and not otherwise definedherein shall have the meanings assigned to them in the Agreement.THE UNDERSIGNED, SOLELY IN [HIS] [HER] CAPACITY AS [[TITLE]] OF THE SERVICER, AND NOT IN MYINDIVIDUAL CAPACITY, HEREBY CERTIFIES THAT:1. I am the duly elected ________________of the Servicer.2. I have reviewed the terms of the Agreement and each of the other Transaction Documents and I have made, or havecaused to be made under my supervision, a detailed review of the transactions and condition of the Borrower during the accountingperiod covered by the attached financial statements.3. Based on the examinations described in paragraph 2 , to my knowledge, no Event of Default or an Unmatured Event ofDefault has occurred and is continuing [, except as set forth in paragraph 5 below].4. Schedule I attached hereto sets forth financial statements of the Parent and its Subsidiaries for the period referenced onsuch Schedule I .[5. Described below are the exceptions to paragraph 3 above by listing the nature of and status of each Event of Default orUnmatured Event of Default and the action which the Borrower has taken, is taking or proposes to take with respect to each suchEvent of Default or Unmatured Event of Default:]Exhibit G-1The foregoing certifications are made and delivered this ______ day of ___________________, 20___.[_________]By: Name: Title: Exhibit G-2SCHEDULE I TO COMPLIANCE CERTIFICATEA. Schedule of Compliance as of ___________________, 20__ with Section 7.02(a)(i) of the Agreement. Unlessotherwise defined herein, the terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement.This schedule relates to the month ended: __________________.B. The following financial statements of the Parent and its Subsidiaries for the period ending on ______________, 20__,are attached hereto:Exhibit G-3EXHIBIT HClosing Memorandum(Attached)Exhibit H-1EXHIBIT IForm of Interim Report(Attached)Exhibit I-1SCHEDULE ICommitmentsPNC Group PartyCapacityMaximum CommitmentPNCCommitted Lender$150,000,000PNCGroup AgentN/A Wells Fargo Group PartyCapacityMaximum CommitmentWells FargoCommitted Lender$100,000,000Wells FargoGroup AgentN/ASchedule I-1SCHEDULE IILock-Boxes, Collection Accounts, Servicer Accounts and Collection Account BanksCollection AccountBankLock-BoxCollection AccountServicer AccountsBank of America, N.A.40276637518263943751893107Bank of America, N.A.506537516068023751893107Bank of America, N.A.6286044276766023751893107Bank of America, N.A.N/A44510440804451053534Schedule II-1SCHEDULE IIINotice Addresses(A) in the case of the Borrower, at the following address:Olin Finance Company, LLC190 Carondelet Plaza, Suite 1530Clayton, MO 63105Attention: Michael HollenkampTelephone: (314) 719-1333Facsimile: (314) 480-1487Email: MJhollenkamp@olin.com(B) in the case of the Servicer, at the following address:Olin Corporation190 Carondelet Plaza, Suite 1530Clayton, MO 63105Attention: Michael HollenkampTelephone: (314) 719-1333Facsimile: (314) 480-1487Email: MJhollenkamp@olin.com(C) in the case of PNC or the Administrative Agent, at the following address:PNC Bank, National AssociationThree PNC Plaza225 Fifth AvenuePittsburgh, PA 15222Attention: Robyn ReeherTelephone: (412) 768-3090Facsimile: (412) 762-9184Email: robyn.reeher@pnc.com(D) in the case of the Wells Fargo, at the following address:Wells Fargo Bank, National Association1100 Abernathy Road, Suite 1600Atlanta, Georgia 30328Attention: Elizabeth R. WagnerTelephone: (770) 508-2169Facsimile: (855) 818-1937Email: elizabeth.wagner@wellsfargo.comWith copies to:Schedule III-1Attention: Tim BrazeauEmail: timothy.s.brazeau@wellsfargo.comAttention: Stephanie WilkersonEmail: stephanie.a.wilkerson@wellsfargo.com(E) in the case of any other Person, at the address for such Person specified in the other Transaction Documents; in each case, or atsuch other address as shall be designated by such Person in a written notice to the other parties to this Agreement.Schedule III-2SCHEDULE IVExcluded Obligors1.Akzo Nobel N.V.;2.Akzo Nobel Pulp & Performance Chemicals;3.Akzo Nobel Coatings, Inc.;4.Akzo Nobel Surface Chemistry, Inc.;5.BASF Corporation;6.Boise White Paper LLC;7.Brenntag;8.Brenntag Mid-South, Inc.;9.Brenntag Pacific, Inc.;10.Brenntag Southwest, Inc.;11.Dow Agrosciences LLC;12.Ecolab, Inc.;13.E I Du Pont de Nemours & Co;14.Evonik Corporation;15.GB Biosciences Corporation;16.Georgia-Pacific LLC;17.International Paper Company;18.Mitsui & Co. (USA) Inc;19.Nalco Company;20.Packaging Corp of America;21.PPG Industries, Inc.;22.Rohm & Hass Chemicals LLC;23.Rohm & Hass Texas, Inc.;Schedule IV-124.Syngenta AG25.Syngenta Crop Protection;26.The Dow Chemical Company;27.The Sherwin-Williams Company;28.Valspar Sourcing, Inc.;29.Wal-Mart Stores, Inc.; and30.WestRock RKT Company.Schedule IV-2SCHEDULE VFinancial CovenantFinancial Covenant Definitions .“ Credit Agreement Closing Date ” for purposes of this Schedule V , shall mean the later of (i) October 5, 2015 or (ii) theclosing date of an amendment, restatement, modification, supplement, waiver, extension, refinancing or replacement of the CreditAgreement, if any; provided , that such closing date occurs within one hundred fifty (150) days of December 20, 2016.“ Consolidated Leverage Ratio ” shall have the same meaning attributed to such term in the Credit Agreement.“ Credit Agreement ” means that certain Amended and Restated Credit Agreement, dated as of the Credit Agreement ClosingDate, by and among Olin, Olin Canada ULC, Blue Cube Spinco Inc., the lenders listed on the signature pages thereof, and WellsFargo Bank, National Association.“ Reference Period ” means any period of four consecutive fiscal quarters of Olin..Financial Covenant .1.Olin, so long as it is the Servicer and Performance Guarantor, shall maintain a Consolidated Leverage Ratio as of the last dayof (i) each of the first six Reference Periods ending after the Credit Agreement Closing Date (commencing with theReference Period that includes the first full fiscal quarter ending after the Credit Agreement Closing Date), of not more than4.50 to 1.00, (ii) each of the next two following Reference Periods, of not more than 4.25 to 1.00, (iii) each of the next twofollowing Reference Periods, of not more than 4.00 to 1.00, or (iv) each Reference Period thereafter, of not more than 3.75 to1.00.Schedule V-1SCHEDULE VIAffected Filings1.Delaware: Filing No.: 2016 3941950 (Debtor: Blue Cube Operations LLC; Secured Party: Sumitomo Mitsui BankingCorporation);2.Delaware: Filing No.: 2015 1754281 (Debtor: K.A. Steel Chemicals Inc.; Secured Party: Citibank, N.A.);3.Delaware: Filing No.: 2016 3942057 (Debtor: K.A. Steel Chemicals Inc.; Secured Party: Sumitomo Mitsui BankingCorporation);4.Virginia: Filing No.: 020214-7224 (Debtor: Olin Corporation; Secured Party: Equistar Chemicals, LP);5.Virginia: Filing No.: 071030-7318-8 (Debtor: Olin Corporation; Secured Party: Kataman Metals, Inc.);6.Virginia: Filing No.: 121128-5763-7 (Debtor: Olin Corporation; Secured Party: John Crane Inc.);7.Virginia: Filing No.: 160630-4051-9 (Debtor: Olin Corporation; Secured Party: Sumitomo Mitsui Banking Corporation);Schedule VI-1Exhibit 12OLIN CORPORATION AND CONSOLIDATED SUBSIDIARIESComputation of Ratio of Earnings to Fixed Charges(Unaudited) Years Ended December 31, 2016 2015 2014 2013 2012Earnings: ($ in millions)Income (loss) from continuing operations before taxes (1) $(34.2) $6.7 $162.7 $250.0 $225.2Add (deduct): Earnings of non-consolidated affiliates (1.7) (1.7) (1.7) (2.8) (3.0)Distributions from affiliated companies — — — 1.5 1.3Amortization of capitalized interest 3.7 2.2 2.2 2.1 1.6Capitalized interest (1.9) (1.1) (0.2) (1.1) (7.4)Fixed charges as described below 225.6 123.1 67.5 62.0 54.0Total $191.5 $129.2 $230.5 $311.7 $271.7 Fixed charges: Interest expensed and capitalized $193.8 $98.1 $44.0 $39.7 $33.8Estimated interest factor in rent expense (2) 31.8 25.0 23.5 22.3 20.2Total $225.6 $123.1 $67.5 $62.0 $54.0 Ratio of earnings to fixed charges (3) 0.8 1.0 3.4 5.0 5.0(1)For the year ended December 31, 2016, income (loss) from continuing operations before taxes included $76.6 million of non-cash asset impairmentrestructuring charges associated with permanently closing the Henderson, NV chlor alkali plant and reconfiguring the facility to manufacture bleach anddistribute caustic soda and hydrochloric acid.(2)Amounts represent those portions of rent expense that are reasonable approximations of interest costs.(3)The ratio coverage during the year ended December 31, 2016 was less than 1:1. We would have needed to generate additional earnings of $34.1 million toachieve a coverage of 1:1 during the year ended December 31, 2016.Exhibit 21SUBSIDIARIES OF OLIN CORPORATION 1 (As of December 31, 2016)CompanyShareholders/Members% OwnershipJurisdictionBlue Cube Holding LLCBlue Cube Spinco Inc.100DEBlue Cube Intermediate Holding 1 LLCBlue Cube Holdings C.V.100DEBlue Cube Intermediate Holding 2 LLCBlue Cube Holdings C.V.100DEBlue Cube International Holdings LLCBlue Cube Spinco Inc.100DEBlue Cube IP LLCBlue Cube Holding LLC100DEBlue Cube Operations LLCBlue Cube Holding LLC100DEBlue Cube Spinco Inc.Olin100DEBridgeport Brass CorporationOlin100INHenderson Groundwater LLCPioneer Americas LLC has a 1/3 ownership in this limitedliability company that will be treated as a partnership forincome tax purposes33NVHPCM LLCK. A. Steel Chemicals Inc.100DEHunt Trading Co.Olin100MOImperial West Chemical Co.Pioneer Companies, LLC100NVK. A. Steel Chemicals Inc.Olin100DEK. A. Steel InternationalK. A. Steel Chemicals Inc.100DEKAS Muscatine LLCK. A. Steel Chemicals Inc.100IAKNA California, Inc.Imperial West Chemical Co.100DEKWT, Inc.Pioneer Water Technologies, Inc.100DELTC Reserve Corp.Olin100DEMonarch Brass & Copper Corp.Olin100NYMonarch Brass & Copper of New England Corp.Monarch Brass & Copper Corp.100RINew Haven Copper CompanyMonarch Brass & Copper Corp.100CTOlin Benefits Management, Inc.Olin100CAOlin Business HoldingsOlin Corporation;Olin Engineered Systems, Inc.;Pioneer Americas LLC 62.0536.15 1.80DEOlin Chlor Alkali Logistics Inc.Olin Sunbelt, Inc.;Olin Sunbelt II, Inc.5050DEOlin Chlorine 7, LLCBlue Cube Holding LLC100DEOlin Engineered Systems, Inc.Olin100DEOlin Far East, LimitedOlin100DEOlin Finance Company, LLCOlin100DEOlin Financial Services Inc.Olin100DEOlin Funding Company LLCOlin100DEOlin North American Holdings, Inc.Olin100DEOlin Sunbelt, Inc.Olin100DEOlin Sunbelt II, Inc.Olin100DEPioneer Americas LLCOlin Canada ULC100DEPioneer Companies, LLCOlin North American Holdings, Inc.100DEPioneer (East), Inc.Pioneer Companies, LLC100DEPioneer Licensing, Inc.Pioneer Companies, LLC100DEPioneer Transportation LLCOlin Business Holdings100DEPioneer Water Technologies, Inc.Pioneer Companies, LLC100DERavenna Arsenal, Inc.Olin100OHSunbelt Chlor Alkali PartnershipOlin Sunbelt, Inc.;Olin Sunbelt II, Inc.5050DETriOlin, LLCOlin100DEU.S. Munitions, LLCJoint venture company with Winchester Defense, LLC;BAE Systems Ordnance Systems, Inc. 4951DEWaterbury Rolling Mills, Inc.Monarch Brass & Copper Corp.100CTWinchester Ammunition, Inc.Olin100DEWinchester Defense, LLCOlin100DE INTERNATIONAL 3229897 Nova Scotia Co.Blue Cube Holding LLC100Nova Scotia,CanadaBC Chemicals Singapore Pte. Ltd.Blue Cube Chemicals Singapore Pte. Ltd.100SingaporeBC Química Brasil Comércio de Produtos Químicos Ltda.(See footnote 2 for Subordinate)Blue Cube Brasil Comércio de Produtos Químicos Ltda.100BrazilBC Switzerland GmbHNedastra Holding B.V.100SwitzerlandBlue Cube Argentina SrlBlue Cube Holding LLC100ArgentinaBlue Cube Australia Pty LtdBlue Cube Chemicals Singapore Pte. Ltd.100AustraliaBlue Cube Belgium BVBANedastra Holding B.V.100BelgiumBlue Cube Brasil Comércio de Produtos Químicos Ltda. (Seefootnote 3 for Subordinates)Nedastra Holding B.V.100BrazilBlue Cube Chemicals FZENedastra Holding B.V.100UAEBlue Cube Chemicals Hong Kong LimitedBlue Cube Chemicals Singapore Pte. Ltd.100Hong KongBlue Cube Chemicals India Private LimitedBlue Cube Chemicals Singapore Pte. Ltd.100IndiaBlue Cube Chemicals Italy S.r.l.Nedastra Holding B.V.100ItalyBlue Cube Chemical Korea Ltd.Blue Cube Chemicals (Zhangjiagang) Co., Ltd.100KoreaBlue Cube Chemicals Singapore Pte. Ltd.Nedastra Holding B.V.100SingaporeBlue Cube Chemicals Singapore Pte. Ltd. Taiwan BranchBlue Cube Chemicals Singapore Pte. Ltd.100TaiwanBlue Cube Chemicals South Africa Pty LtdNedastra Holding B.V.100South AfricaBlue Cube Chemicals (UK) LimitedNedastra Holding B.V.100United KingdomBlue Cube Chemicals (Zhangjiagang) Co., Ltd.Blue Cube Chemicals Singapore Pte. Ltd.100ChinaBlue Cube Chemicals (Zhangjiagang) Co., Ltd. ShanghaiBranchBlue Cube Chemicals (Zhangjiagang) Co., Ltd.100ChinaBlue Cube Chile Commercial LimitadaBlue Cube Holding LLC100ChileBlue Cube Columbia LtdaBlue Cube Holding LLC;1% minority interest owned by Blue Cube Operations LLC9901ColumbiaBlue Cube Denmark ApSNedastra Holding B.V.100DenmarkBlue Cube FranceNedastra Holding B.V.100FranceBlue Cube Germany Assets GmbH & Co. KGBlue Cube Germany Assets Management GmbH (Generalpartner);Nedastra Holding B.V. (Limited Partner)0100GermanyBlue Cube Germany Assets Management GmbHNedastra Holding B.V.100GermanyBlue Cube Germany Productions GmbH & Co. KGBlue Cube Germany Productions Management GmbH(General partner);0Germany Nedastra Holding B.V. (Limited partner)100 Blue Cube Germany Productions Management GmbHNedastra Holding B.V.100GermanyBlue Cube Holdings C.V.Blue Cube International Holdings LLC;Blue Cube Holding LLC99.99%0.01%NetherlandsBlue Cube Japan LLCBlue Cube Chemicals Singapore Pte. Ltd.100JapanBlue Cube Mexico, S. de R.L. de C.V.Blue Cube Holding LLC;2% minority interest owned by Blue Cube Operations LLC9802MexicoBlue Cube Netherlands B.V.Nedastra Holding B.V.100NetherlandsBlue Cube Poland Sp.z.o.o.Nedastra Holding B.V.100PolandBlue Cube Rasha OOONedastra Holding B.V.100RussiaBlue Cube Servicios Administrativos S. de R. L. de C.V.Blue Cube Holding LLC;10% minority interest owned by Blue Cube OperationsLLC9010MexicoBlue Cube Spain S.L. Sociedad UnipersonalNedastra Holding B.V.100SpainBlue Cube (Thailand) Company LimitedBlue Cube Holding LLC;99.998Thailand 0.001% minority interest owned by Blue Cube OperationsLLC;0.001 0.001% minority interest owned by Blue Cube IP LLC0.001 Blue Cube (Thailand) Company Limited Hong Kong BranchBlue Cube (Thailand) Company Limited100Hong KongBlue Cube Turkey Kimyasal Ǜrűnler Limited ȘirketiNedastra Holding B.V.100TurkeyCANSO Chemicals LimitedOlin Canada ULC;Northern Pulp is the other 50% owner (Pioneer related)5050Nova Scotia,CanadaOlin Hunt Specialty Products S.r.l.Olin Corporation;Hunt Trading Co.9901ItalyOlin Netherlands Holding B.V.Nedastra International C.V.100NetherlandsNedastra Holding B.V.Nedastra International C.V.100NetherlandsNedastra International C.V.Blue Cube Intermediate Holding 2 LLC;Blue Cube Intermediate Holding 1 LLC99.496%0.504%NetherlandsNutmeg Insurance LimitedOlin100BermudaOlin Canada ULCOlin North American Holdings, Inc.100Nova Scotia,CanadaWinchester Australia LimitedOlin100AustraliaFootnotes:1Omitted from the following list are the names of certain subsidiaries which, if considered in the aggregate as a single subsidiary, would not constitute asignificant subsidiary 2Subordinate of BC Quimica Brasil Comércio de Produtos Químicos Ltda.:• Branch of BC Química Brasil Comércio de Produtos Químicos Ltda. 3Subordinates of Blue Cube Brasil Comércio de Produtos Químicos Ltda.:• Branch of Blue Cube Brasil Comércio de Produtos Químicos Ltda.• Sâo Paulo Branch of Blue Cube Brasil Comércio de Produtos Químicos Ltda.• Bahia Branch of Blue Cube Brasil Comércio de Produtos Químicos Ltda. (Caustic Soda)• Paraná Branch of Blue Cube Brasil Comércio de Produtos Químicos Ltda. (Caustic Soda)Exhibit 23Consent of Independent Registered Public Accounting FirmThe Board of DirectorsOlin Corporation:We consent to the incorporation by reference in Registration Statements Nos. 333‑18619, 333‑39305, 333‑39303, 333‑35818, 333‑97759, 333‑110135,333‑110136, 333‑124483, 333‑133731, 333‑148918, 333‑158799, 333‑166288, 333‑176432, 333-195500, 333-209534 and 333-211434 on Form S‑8 of OlinCorporation of our report dated February 29, 2016 with respect to the consolidated balance sheets of Olin Corporation as of December 31, 2016 and 2015, and therelated consolidated statements of operations, comprehensive income, shareholders’ equity, and cash flows for each of the years in the three‑year period endedDecember 31, 2016, and the effectiveness of internal control over financial reporting as of December 31, 2016, which report appears in the December 31, 2016annual report on Form 10‑K of Olin Corporation./s/ KPMG LLPSt. Louis, MissouriFebruary 27, 2017Exhibit 31.1 CERTIFICATIONS I, John E. Fischer, certify that: 1. I have reviewed this annual report on Form 10-K of Olin Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant andhave: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure thatmaterial information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during theperiod in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles; c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness ofthe disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’sinternal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting. Date:February 27, 2017 /s/ John E. Fischer John E. FischerPresident and Chief Executive OfficerExhibit 31.2 CERTIFICATIONS I, Todd A. Slater, certify that: 1. I have reviewed this annual report on Form 10-K of Olin Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant andhave: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure thatmaterial information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during theperiod in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles; c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness ofthe disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’sinternal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting. Date:February 27, 2017 /s/ Todd A. Slater Todd A. SlaterVice President and Chief Financial OfficerExhibit 32 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTEDPURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Olin Corporation (the “Company”) on Form 10-K for the period ended December 31, 2016 as filed with the Securities andExchange Commission (the “Report”), I, John E. Fischer, President and Chief Executive Officer and I, Todd A. Slater, Vice President and Chief Financial Officerof the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to our knowledge: (1) theReport fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairlypresents, in all material respects, the financial condition and results of operations of the Company. A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to theSecurities and Exchange Commission or its Staff upon request./s/ John E. FischerJohn E. FischerPresident and Chief Executive Officer Dated:February 27, 2017 /s/ Todd A. SlaterTodd A. SlaterVice President and Chief Financial Officer Dated:February 27, 2017

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