THIS AGREEMENT (the "Agreement") is entered into and effective as of this 23rd day of August, 1996, by and between 1997 CHLORALKALI VENTURE INC. (hereinafter "1997 CVI"), an Alabama corporation, wholly-owned by The Geon Company (hereinafter "GEON"), and OLIN SUNBELT, INC. (hereinafter "OSI"), a Delaware corporation, wholly-owned by Olin Corporation (hereinafter "Olin") for the purpose of forming a general partnership.

WHEREAS, Geon has a requirement for chlorine for use in its production of Vinyl Chloride Monomer ("VCM") at LaPorte, Texas; and

WHEREAS, Olin has a chlorine production facility ("Olin Plant") located on land owned by Olin in McIntosh, Alabama ("Olin Plant Site") and OSI and 1997 CVI wish to construct additional chlorine production facilities at the Olin Plant Site for the purpose of supplying a portion of Geon's requirements for chlorine; and

WHEREAS, OSI and 1997 CVI desire to form a general partnership for the above purpose; and

WHEREAS, these and other objectives will be accomplished through this Agreement and other agreements between OSI, Olin, 1997 CVI, Geon and/or the Partnership signed concurrent with this Agreement ("Ancillary Agreements") including, but expressly not limited to, the following:

Engineering, Procurement, and Construction Agreement Operating Agreement Chlorine Sales Agreement Real Estate Lease Agreement

NOW, THEREFORE, in consideration of the mutual rights and obligations set forth herein, the parties agree as follows:

1.01 FORMATION OF THE PARTNERSHIP

(a) 1997 CVI and OSI (hereinafter "Partners") hereby form a general partnership (hereinafter "Partnership") pursuant to the provisions of the Delaware Uniform Partnership Act (the "Act") solely for the purpose of carrying on the business of operating and maintaining facilities to be constructed by or on behalf of the Partnership at the Olin Plant Site ("Facilities") for the initial production of approximately Two Hundred and Fifty Thousand (250,000) ECUs (1.0 tons chlorine plus approximately 1.1 ton caustic soda equal 1.0 ECUs) of chlorine and caustic soda per annum; and for the sale and distribution of chlorine and caustic soda; and for the licensing of all patents or technology owned now or in the future by the Partnership.

(b) The Partners have executed contemporaneously with the execution of this Agreement the assumed name certificate required under Delaware law, which shall be filed with the Delaware Secretary of State and as necessary in those states and counties in which the Partnership conducts business. The Partners also agree to execute and deliver such additional documents and perform such additional acts consistent with the terms of this Agreement as may be necessary to comply with the requirements of law for the formation, qualification, and operation of the general partnership in each jurisdiction in which the Partnership shall conduct business.

1.02 NAME

The Partnership shall be operated under the name of Sunbelt Chlor Alkali Partnership.

1.03 PRINCIPAL PLACE OF BUSINESS OF THE PARTNERSHIP The principal place of business of the Partnership shall be located at the Facilities.

1.04 PARTNERSHIP INTERESTS

(a) Each Partner shall own a fifty percent (50%) interest in the Partnership.

(b) Each Partner shall have the right of access at all reasonable times to all facilities and property owned or leased by the Partnership, subject to reasonable health, safety, or security restrictions as designated by the Operator and/or the Partnership.

1.05 DURATION OF PARTNERSHIP The Partnership shall commence as of the effective date of this Agreement and shall continue in full force and effect until terminated or dissolved as set forth in Article 7 herein.

1.06 LEASE OF PROPERTY For the purpose of constructing and operating the Facilities, the Partnership shall lease from Olin a parcel of real estate at the Olin Plant Site pursuant to the terms and conditions of the Real Estate Lease Agreement, in the form attached hereto.

1.07 CONSTRUCTION OF FACILITIES The Partnership shall enter into an Engineering, Procurement, and Construction Agreement with Olin for construction of the Facilities, in the form attached hereto.

1.08 RECONSTRUCTION OF FACILITIES In the event of substantial damage to or total destruction of the Facilities, the Partnership will determine whether or not to rebuild. In the event the Partnership elects to rebuild, the Partnership will reconstruct the Facilities as promptly as possible on the basis agreed to by the Management Committee. In the event the Partnership elects not to rebuild, then the Real Estate Lease Agreement will terminate and the Partnership will comply with its obligations arising thereunder.

1.09 OPERATING AGREEMENT The Partnership shall enter into an Operating Agreement with Olin for the operation of the Facility, in the form attached hereto.

1.10 CHLORINE SALES AGREEMENT The Partnership shall enter into a Chlorine Sales Agreement with Geon, in the form attached hereto.

1.11 EXPANSION

(a) In the event that either Partner desires for the Facility to be expanded, the Partner shall propose such expansion to the Management Committee. If the Management Committee and the boards of each of the Partners (to the extent required or deemed by a party necessary or desirable) approves such expansion, it shall be undertaken by the Partnership, with all capital requirements of the Partnership contributed by the Partners in accordance with Section 2.02(a) hereof.

(b) If the Management Committee determines not to have the Partnership fund the expansion, then the Partner proposing such expansion may advance the funds on the Partnership's behalf for the capital costs associated with the expansion, which advances shall be credited to the Partner's capital account. Distributions of Operating Income/Loss (as defined below) to be made under Section 2.05(a) hereof shall be adjusted based on the ratio (the "Adjustment Ratio") of (i) the Partner's funded share of the Nominal Capacity of the Facilities (determined as provided under the Operating Agreement) after expansion, to

(ii) the total Nominal Capacity of the Facilities after expansion. The Adjustment Ratio shall be applicable only for distributions from Operating Income/Loss and capital account allocations, as provided in Sections 2.05 and 2.09 respectively; all other rights, liabilities, costs, expenses, obligations, distributions and allocations of the Partnership and the Partners under this Partnership Agreement shall remain unchanged from the ownership interests set forth in Section 1.04(a) hereof. "Operating Income/Loss" means Gross Margin (as defined below) derived from manufacturing operations reduced by operating expenses, such as but not limited to, selling expenses, administrative expenses, research expenses, interest expense and any applicable taxes. "Gross Margin" means net sales minus cost of goods sold. All other items of income/loss or expenses are classified as non-operating items.

(c) The Management Committee will be responsible for advising the Tax Matters Partner of the application of Section 1.11(b) and the Adjustment Ratio which will apply to each Partner. Advice will be supplied by the last working day in January for the immediately preceding year.

(d) In the event of an expansion pursuant to subsection (b) above, the non-funding Partner's purchase or marketing obligations with respect to chlorine and caustic under the Ancillary Agreements shall not be applicable to the additional chlorine and caustic generated; provided however, such non-funding Partner's other obligations, if any, under the Ancillary Agreements shall remain unchanged. In addition, no expansion beyond 400,000 ECU's annually shall be permitted unless the Management Committee approves such expansion to be undertaken by the Partnership pursuant to subsection (a) above.

2.01 CAPITAL ACCOUNTS A Partnership capital account shall be established and maintained for each Partner in accordance with Treasury Regulations ss. 1.704-1(b)(2)(iv). The capital account of each Partner shall be credited with the amount of cash and the asset value of any property, whether solely or jointly owned, contributed to the Partnership by such Partner and with any income and gain allocated to such Partner pursuant to this Agreement, and be debited with the amount of cash and the asset value of any property, whether solely or jointly owned, distributed to such Partner by the Partnership and with any deductions and losses allocated to such Partner pursuant to this Agreement.

2.02 CAPITAL CONTRIBUTIONS

(a) Each Partner shall be responsible for furnishing all capital required by the Partnership to meet its obligations under the Ancillary Agreements, as well as any additional Partnership capital requirements approved by the Management Committee in proportion to its ownership interest as set forth in Section 1.04(a) hereof.

(b) The initial total capitalization of the Partnership shall be One Thousand Dollars ($1,000), which amount shall be fully paid in at the time of formation.

(c) The Management Committee (as defined in Article 3) may determine from time to time that additional capital is required in the interests of the Partnership and that the capital of the Partnership should be increased. If so, such Committee shall determine the amounts and timing of additional Partnership capital contributions.

(d) No interest shall be paid by the Partnership on any capital contribution to the Partnership. Neither Partner shall have the right to receive or request the return of its capital contributions during the term of the Partnership.

2.03 BORROWINGS

The amount, form, and cost of Partnership borrowings, if any, and the sharing of such costs between the Partners shall be agreed to by the Management Committee before such borrowings are undertaken.

2.04 PATENTS

(a) As agreed by the Management Committee, each Partner and their affiliates, I.E. any entity controlled by, in control of, or common control with, a Partner (a "Partner Affiliate") shall grant to the Partnership for as long as the Facilities continue to operate, without charge, the nonexclusive and nonassignable license to use any patent or technology owned by such Partner or Partner Affiliate reasonably necessary for operation of the Facilities for use in making chlorine and caustic soda by or on behalf of the Partnership. The value of any licenses granted by a Partner (or a related Partner Affiliate) to the Partnership shall not be credited to the capital account of the contributing Partner.

(b) As agreed by the Management Committee, any patent or technology license reasonably necessary for the operation of the Facilities for use in making chlorine and caustic soda by or on behalf of the Partnership, a license for which is held by, or is freely acquirable by, either Partner (or a related Partner Affiliate) from a third party shall be sublicensed to the Partnership on a nonexclusive and nonassignable basis for as long as the Facilities continue to operate; provided the license with the third party permits such a sublicense. The Partnership shall reimburse the contributing Partner for any license fees paid or payable by such Partner (or the related Partner Affiliate) and attributable to sublicensing and the exercise of sublicensed rights by the Partnership. The value of any sublicenses by the Partners (or a related Partner Affiliate) to the Partnership shall not be credited to the capital account of the contributing Partner.

(c) Technology and patents owned by the Partnership may, if practical, be marketed or licensed by the Partnership under the terms agreed to by the Management Committee. All revenue or proceeds earned by the Partnership in marketing or licensing such technology or patents shall be revenue to the Partnership divided between the then current Partners in proportion to their ownership interests as set forth in
Section 1.04(a) herein.

(d) The Partnership shall also grant each Partner, without charge, a nonexclusive and nonassignable license to use solely for their internal use any patent or technology owned by the Partnership. This right to use can be extended by either Partner to any corporation, partnership or venture forty percent (40%) or more of whose equity interest is owned, or directly or indirectly controlled by such Partner. Should a Partner cease to be a partner in the Partnership, all rights under this subparagraph (d) shall be subject to a commercially reasonable royalty determined by good faith negotiation and failing agreement, all such rights will cease.

(e) The Partnership shall cause inventors to assign to the Partnership their interest in inventions created on behalf of the Partnership, and the Partnership shall have the right to file applications for patents in all countries on all inventions owned by the Partnership. "Inventions created on behalf of the Partnership" shall mean inventions created (i) during the course of their employment, by employees of the Partnership, or by employees of either Partner who have been assigned by such Partner to work on Partnership matters on a full-time basis, or (ii) by employees of either Partner, or other persons, who create such invention in the course of performing research services for the Partnership pursuant to a written agreement. If the Partnership does not file an application on a certain invention, a Partner who timely expressed a desire to file may do so at its own expense and the Partnership will assist the Partner in filing the application and shall assign the application to that Partner. Any patent(s) issuing from such an application shall belong to said Partner, with the Partnership having a nonexclusive, royalty-free license thereunder to practice under the patent in its own operations.

(f) Except as provided in paragraphs (c) and (d) of this Section, no license or sublicense granted pursuant to this Article shall operate to provide the licensee or sublicensee with any right to grant any sublicense.

2.05 DISTRIBUTIONS

(a) Distributions of Operating Income/Loss of the Partnership shall be made to the Partners in proportion to their ownership interests in the Partnership set forth in Section 1.04(a), adjusted as set forth in
Section 1.11(b), if applicable. Distributions of non-operating income, losses and gains shall be made in accordance with the ownership interests set forth in Section 1.04(a) herein, and shall not be subject to adjustment as set forth in Section 1.11(b).

(b) The Management Committee shall determine generally on a quarterly basis (i) the estimated cash flow of the Partnership, and (ii) the amount required for reasonably foreseeable cash needs of the Partnership. The Partnership shall thereafter distribute, subject to any restrictions in agreements for borrowed money, the difference between Cash Flow and the amount determined in clause (ii), to each Partner in the manner set forth in Section 2.05(a) above. "Cash Flow" shall be calculated as set forth in Exhibit A. Upon determining the distribution amount, the Partnership will make distributions within five (5) business days by ACH, or such other method as the Partners may agree.

(c) Any proceeds arising from the sale of Partnership capital assets, other than upon dissolution, which the Management Committee determines the Partnership should distribute to the Partners, shall be distributed to the Partners in proportion to their ownership interests set forth in Section 1.04(a) hereof. A Partner's interest in the Partnership shall not be considered a Partnership asset for purposes of this provision.

(d) Any modification to the Olin Plant or Olin Plant Site, the title to which is to vest with Olin as provided in the Engineering, Procurement and Construction Agreement, shall be distributed in kind at completion of construction to OSI at the full cost incurred by the Partnership to construct the modification. OSI's capital account for the Partnership shall be adjusted accordingly (typically by reduction). Such costs shall not be included in any service fee or asset base computation charged by Olin to the Partnership.

2.06 BANKING

The Partnership shall maintain such Partnership bank account or accounts as shall be deemed necessary by the Management Committee.

2.07 TAXES

It is intended and agreed that this Partnership shall constitute a "partnership" as defined in Section 761 of the Internal Revenue Code for Federal income tax purposes, and shall be subject to all the provisions of Subchapter K of Chapter 1 of Subtitle A of the Code. The Management Committee shall make timely elections with respect to tax matters including, but not limited to, the following elections unless otherwise agreed by the Management Committee: (1) to compute the Partnership's taxable income under the accrual method of accounting; (2) to expense research and development currently; and (3) to use the most accelerated method of depreciation available.

2.08 TAX RETURNS The Partnership shall prepare, or cause to be prepared, all necessary Federal, State, and Local income and other tax or information returns of the Partnership, together with Schedule K-1 to Internal Revenue Service Form 1065 (or similar successor schedule or form), showing any amount and items of Partnership income, gain, loss, deduction, or credit allocated to such Partner, copies of all of which shall be provided to each Partner. Such returns shall be prepared and filed by the due date required by the respective taxing authority. The returns shall be approved by the Management Committee prior to the filing thereof with the Internal Revenue Service and with the appropriate State and local taxing authorities. OSI will be designated the Tax Matters Partner for the purpose of the Partnership and shall be responsible for preparing and filing the necessary tax returns for the Partnership.

2.09 ALLOCATIONS Not less than annually, each Partner's share of Partnership income, gain, loss, deduction, or credit shall be allocated to the Partners in proportion to their ownership interest as set forth in Section 1.04(a), provided that allocations of Operating Income/Loss, and related items of credit, deduction or expense shall be adjusted as provided in Section 1.11(b), if applicable.

2.10 ACCOUNTING The Partnership shall cause to be maintained full and accurate Partnership books of account on the accrual basis of accounting in accordance with generally accepted accounting principles applied on a basis consistent with prior periods and, except as approved by the Management Committee, the Partnership shall use Olin's standard plant accounting procedures, as such standard plant accounting procedures are modified by Olin from time to time. Olin shall notify the Partners of any material changes in such standard plant accounting procedures at least sixty (60) days prior to implementing such change, and in the event that such change will have a material effect on a Partner's consolidated financial statements, then such Partner may notify Olin within thirty (30) days of Olin's notice of the change, that such change is not acceptable to the Partner, in which case the change will not be implemented. Each Partner and its respective independent public accountant shall have access to, and the right to inspect, audit and copy, such books and all other Partnership records. Unless otherwise agreed by the Management Committee, Ernst & Young shall serve as the Partnership's certified public accountant and shall certify the annual financial statements of the Partnership.

2.11 ANNUAL ACCOUNTING The period commencing January 1 through December 31 of each calendar year shall be deemed the fiscal year of the Partnership for all purposes. Promptly after the end of each fiscal year, a full, true, and accurate account shall be made in writing of all of the assets and liabilities of the Partnership, and of all its receipts, disbursements, costs, losses, expenses, and gross and net income. The Management Committee shall establish closing dates for accounting, billing, and related purposes that closely correspond to the Partnership fiscal year.

2.12 PRODUCT SALES The output of the Facilities shall be inventoried, sold and/or disposed of as provided in the Ancillary Agreements.

3.01 MANAGEMENT COMMITTEE The Partnership shall be managed through a Management Committee, the members of which shall be appointed by the Partners in the manner hereinafter set forth. When proceeding in the manner hereinafter set forth, the acts or decisions of the Management Committee shall be considered fully authorized joint acts or decisions of the Partners.

3.02 MEMBERSHIP OF COMMITTEE The number of members of the Management Committee shall be set by the Partners provided that the number of voting members shall be even and shall not be less than two (2) nor more than four (4). Each Partner shall have the right to appoint one-half (1/2) of the voting members of the Management Committee. Initially, there shall only be two (2) voting members of the Committee, with each Partner having the right to appoint one (1) voting member. Each Partner may appoint up to two (2) non-voting members of the Management Committee. The non-voting members shall be appointed as appropriate to support the Committee through technical and management skills. Promptly after formation of the Partnership, each Partner shall designate its appointments to the Management Committee and notify the other Partner thereof in writing.

3.03 DECISIONS OF MANAGEMENT COMMITTEE Decisions of the Management Committee shall be made by unanimous vote at a meeting or by unanimous written approval of a proposed resolution. In the event the Management Committee is unable to reach agreement regarding any Decision of Importance set forth in Section 4.05 hereof, then any voting member of the Management Committee may elect to have such dispute referred upward within the respective business organizations of Olin and Geon in a logical step-by-step manner so that, if not earlier resolved, such dispute reaches the level of corporate President within 120 days after initiation of such dispute resolution process.

3.04 APPOINTMENT AND REMOVAL OF MEMBERS

(a) Any member of the Management Committee may be removed at any time but only by the Partner that appointed such member.

(b) In the case of any vacancy created by death, resignation or removal of any member, the Partner that appointed such member shall endeavor to appoint a new member within ten (10) days of the occurrence of such vacancy. During the period that such vacancy exists, no action shall be taken by the Management Committee; provided however, that if no appointment is made within such ten (10) day period, the Chairman or the Venture Manager shall give notice to the appointing Partner, and if the vacancy is not filled within five (5) days after such notice, the Management Committee is authorized thereafter to act, regardless of whether the vacancy continues.

(c) Appointments and removals made pursuant to this Section and Section 3.02 shall be evidenced by an instrument in writing signed by the appointing Partner and delivered to the other Partner.

(d) The Venture Manager shall not serve as a Management Committee voting member during his tenure as Venture Manager.

3.05 CHAIRMAN A Chairman, and in his absence a substitute voting member appointed by such Chairman, shall preside over meetings of the Management Committee. The Chairman shall be one of the voting members of the Committee. From the effective date of this Agreement through the end of the calendar year following twelve (12) months after Full Start-Up of the Facilities (as defined in the Operating Agreement), the Chairman shall be appointed by 1997 CVI. Thereafter, the Partners shall alternate appointing the Chairman every two (2) years.

3.06 SUBSTITUTE VOTING MEMBER A voting member may appoint another member to act as a substitute voting member for the Partner at any meeting of the Management Committee provided there is tendered at or before such meeting a written proxy with such authority signed by the voting member.

3.07 SECRETARY The Chairman shall appoint a secretary who shall keep and transmit to the Venture Manager and all members of the Management Committee minutes of every Management Committee meeting and all resolutions adopted by the Management Committee.

3.08 MINUTES The decisions and resolutions of each meeting shall be reported in minutes, which shall state the date and place of the meeting, the members present and the Partners they represent, the resolutions put to a vote, and the result of the voting. The minutes shall be submitted to the members for approval promptly after the meeting. Once approved, they shall be signed by each of the voting members and entered in a minute book kept at the location of the current Venture Manager, who shall provide copies to each of the voting members of the Management Committee.

3.09 PLACE AND TIME OF MEETINGS Meetings of the Management Committee shall be held at the Facilities or at such other place as may, from time to time, be fixed by resolution of the Management Committee. Regular meetings of the Management Committee may be held at such times as shall be determined by resolution of the Management Committee and no notice of such meetings need be given. Any business that properly may be transacted by the Management Committee may be transacted at any regular meeting thereof.

3.10 SPECIAL MEETINGS Special meetings of the Management Committee may be called at any time by any voting member of the Committee or by the Venture Manager. Notice of a special meeting stating the time, place, and purpose or proposed purpose thereof shall be telegraphed or telecopied to each member at his usual place of business, or be received by mail or personally or by telephone, not later than three (3) days before the day of such meeting. Any Management Committee member waives notice of a special meeting by his presence at such meeting, and if all voting members are present, such meeting shall be valid despite inadequate notice. Unless otherwise agreed by all of the voting members present at a special meeting, the business to be transacted at any special meeting shall be limited to that stated in the notice.

3.11 QUORUM; MANNER OF MEETING At every meeting of the Management Committee, the presence of each Partner's voting member(s) or a duly designated substitute shall be necessary to constitute a quorum and to transact Partnership business. Absent exigent circumstances, the Management Committee members shall attend regular or special meetings in person, however, participation by telephone or video conferencing shall also be permitted.

3.12 RESOLUTIONS In lieu of convening a meeting, a voting member may request in writing that the other voting member(s) approve in writing a proposed resolution. In such event, the voting member requesting approval of the resolution shall mail to the other voting member(s) two (2) signed copies of the resolution and an explanation of the reasons for adoption thereof. If the other voting member(s) agree with the resolution, they shall sign and forward executed copies to the other voting member(s) for signature. Once fully executed (which may be by counterparts), the executed resolutions shall be furnished to the Secretary of the Management Committee for filing in the minute book, with a photocopy to the Venture Manager. If such execution is not made within thirty (30) days of the mailing of the proposed resolution, then it shall be deemed to have been rejected.

3.13 COMPENSATION Members of the Management Committee shall not be entitled to compensation from the Partnership for their services or reimbursement for their expenses. Notwithstanding the above, the Venture Manager's compensation and expenses related to the Partnership shall be a Partnership expense.

4.01 OPERATOR Olin is designated the Operator of the Facilities and shall have the rights and obligations set forth in the Operating Agreement.

4.02 VENTURE MANAGER

(a) The Management Committee shall appoint a Venture Manager who, unless otherwise agreed, will be an employee of one of the Partners. The Partner which employs the Venture Manager shall have authority over the transfer, retention, and career development of the Venture Manager; provided, however, that said Partner shall use reasonable efforts to retain any such employee appointed as Venture Manager for a minimum of two (2) years. The Partnership shall reimburse the Partner providing the Venture Manager for the salary, benefits, incentive compensation and other expenses incurred in making the Venture

Manager available, all of which shall be agreed upon by the Management Committee prior to the Venture Manager's appointment. The initial Venture Manager will be an employee of OSI or Olin.

(b) The Venture Manager shall be appointed for a term co-terminus with the term of the Chairman of the Management Committee provided in Section
3.05 (I.E. the initial term shall run through the end of the calendar year following twelve months after Full Start-Up of the Facilities (as defined in the Operating Agreement), and thereafter for two-year terms). At the expiration of each term, the Management Committee shall either re-appoint the then Venture Manager for another term or appoint a new Venture Manager. In the event that the Management Committee cannot agree as to the appointment of the Venture Manager, the Partner which is not appointing the Chairman of the Management Committee pursuant to Section 3.05 hereof for the next term shall be entitled to select one of its employees as the new Venture Manager for the next term, such appointment to be reasonably acceptable to the non-selecting Partner.

4.03 RESPONSIBILITY OF THE VENTURE MANAGER The Venture Manager shall keep the Management Committee informed of the business of the Partnership on a regular basis.

4.04 AUTHORITY OF VENTURE MANAGER The day-to-day operating management authority for the Partnership and the Facilities, including the following, are hereby delegated to the Venture Manager:

(a) Managing the Partnership's relationship with Olin under the Engineering, Procurement and Construction Agreement.

(b) Managing the Partnership's relationship with the Operator and coordinating with the Operator with respect to supervision of all of the manufacturing operations of the Facilities.

(c) Utilizing and coordinating with personnel of the Operator to handle all environmental, safety and health, tax, labor, legal, financial, and general administrative matters pertaining to the Partnership.

(d) Maintaining books and records for the Partnership.

(e) Preparing and proposing to the Management Committee annual operating and capital budgets.

(f) Commencing the defense of any claims or lawsuits to avoid defaults or penalties for the Partnership provided the Management Committee is notified of the action taken promptly after the commencement of such defense. Thereafter, the Management Committee shall have authority thereover.

(g) Coordinating the marketing, sale and distribution of products of the Facilities.

(h) Managing the provision of services to the Partnership pursuant to the Ancillary Agreements.

4.05 LIMITATIONS ON AUTHORITY OF VENTURE MANAGER Unless otherwise agreed to by the Management Committee, the Venture Manager is not delegated the following decisions ("Decisions of Importance"), which must be submitted to the Management Committee for approval prior to proceeding:

(a) Approving annual operating and capital expenditure budgets, provided, however, that the existing budgets shall be extended if the new budgets have not yet been approved.

(b) Authorizing expenditures in excess of the approved total annual operating and capital expenditure budgets.

(c) Authorizing any expenditures on individual capital expenditure projects exceeding $250,000.

(d) Entering into the following contracts:

(1) purchase contracts for materials or equipment where the total commitment is estimated to be in excess of $250,000 in each case;

(2) service contracts (including consultant contracts) if the total commitment is estimated to be in excess of $250,000 in each case;

(3) employment contracts and/or employee benefits, if the total commitment is estimated to be in excess of $250,000 in each case; and

(4) leases of real property or equipment where the commitment exceeds $250,000 over the term of the lease in each case, or the lease extends beyond three (3) years.

Provided that the Venture Manager may take such actions and make expenditures of an emergency nature, or while the Management Committee is unable to take action pursuant to Section 3.04, if required in the Venture Manager's judgment to protect life or property or maintain plant operation provided that he notifies the Management Committee promptly of the actions taken and such expenditures made.

(e) Authorizing expenditures for licensing or purchasing and/or sale of technology and patents.

(f) Revising specifications for various kinds, types, grades, and qualities of products to be produced by the Partnership.

(g) Investing undistributed funds not immediately required for operations.

(h) Determining the scope of research and development projects and approval of expenditures related thereto.

(i) Settling any claim or lawsuit having a settlement value estimated to be in excess of $25,000. The Management Committee shall be promptly notified of all settlements reached and any settlement not approved in advance by the Management Committee shall have been approved by responsible legal counsel as to form and substance.

(j) Handling, dealing with, or establishing any matter within the authority of the Management Committee.

(k) Selling, transferring, leasing, or otherwise disposing of Partnership assets in any amount to either Partner or an affiliate of either Partner or in any amount exceeding $50,000 per transaction to any other person.

(l) Abandoning the manufacture of any Product produced by the Partnership or manufacturing or selling new products or product lines.

(m) Opening and closing bank accounts and designating the persons who have authority to make withdrawals.

(n) Issuing any press releases on behalf of the Partnership, unless required by an emergency event and with prompt notice thereof to the Management Committee.

(o) Filing Partnership tax returns.

(p) Any other Decisions of Importance that the Management Committee may, from time to time, define at any general or special meeting or by resolution.

(q) Waiving or changing any quality specifications for products produced by the Partnership or the operating rate of the Facilities, contained in this Agreement or other agreements between OSI and/or Olin, 1997 CVI and/or Geon signed contemporaneously herewith or otherwise adopted by the Management Committee.

(r) Commencing any litigation or administrative proceedings.

4.06 INDEMNITY Notwithstanding anything to the contrary herein or in the Operating Agreement, the indemnity provisions of the Operating Agreement shall apply to Article 4 hereof.

5.01 ASSIGNMENT No Partner shall sell, assign, pledge, hypothecate, or in any manner transfer or encumber all or any part of its interest in the Partnership, and any attempted disposition in contravention of this Article 5 shall be null and void AB INITIO, except:

(a) at any time upon written notice to the other Partner a Partner's interest can be assigned, sold, or otherwise transferred to a Partner Affiliate, provided that such assignee is not, in the case of an assignment by 1997 CVI, in competition with Olin's Chlor Alkali business and, in the case of assignment by OSI, in competition with Geon's PVC, VCM or EDC business, and so long as such assignee assumes in writing all of the rights and obligations of such Partner and so long as the assignor guarantees performance by the assignee; and

(b) if a Partner is compelled to divest its interest by order of a governmental body, or at any time after the date of Full Start-Up of the Facilities and subject to the right of first refusal set forth in
Section 5.02, either Partner may sell, assign or otherwise transfer all or part of its interest in the Partnership to any third party, provided that such assignee is not, in the case of an assignment by 1997 CVI, in competition with Olin's Chlor Alkali business and, in the case of assignment by OSI, in competition with Geon's PVC, VCM or EDC business, and provided that at the time of such assignment the assignee (i) has a net worth which is not less than that of the Assignor Entity (as defined below) on the date hereof, (ii) has a Moody's Bond Rating of not less than that of the Assignor Entity on the date hereof, and (iii) working capital and debt/equity ratio at least equal to that of the Assignor Entity on the date hereof; and provided further that the assignee assumes all of the rights and obligations of the assigning Partner under this Agreement. For purposes of the preceding sentence, "Assignor Entity" shall mean Geon in the case of an assignment by 1997 CVI, and shall mean Olin in the case of an assignment by OSI.

(c) OSI shall be entitled to transfer its interest in the Partnership to any entity which purchases the Olin Plant provided that (if such purchase is not in connection with the acquisition of a materially larger portion of Olin assets) 1997 CVI shall have a right of first refusal to purchase the Olin Plant and the Olin interest in the Partnership, following the right of first refusal procedure set forth in Section 5.02 below.

5.02 RIGHT OF FIRST REFUSAL
(a) If one Partner (hereinafter the "Assigning Partner") receives a bona fide offer from a third party to purchase the Assigning Partner's interest in the Partnership at a specified price and under specified terms and conditions that the Assigning Partner is willing to accept, then the Assigning Partner shall promptly give notice to the other Partner of the offer. Such notice shall be sent by the Assigning Partner for each and every BONA FIDE offer received, including any changes in the price or terms and conditions of previously received bona fide offers. The other Partner shall have the right of first refusal and privilege of purchasing the Assigning Partner's interest in the Partnership at the price offered by notifying the Assigning Partner in writing as soon as possible but in all events within sixty
(60) days of the Assigning Partner's notice of the offer that it will purchase the Assigning Partner's interest for the amount specified in such offer and upon all the other terms and conditions contained in such offer provided that to the extent that the third party offer contains a term(s) which is reasonably incapable of performance by the other Partner, then the Partners will thereafter negotiate in good faith to substitute a payment obligation therefore reasonably reflecting the value to the Assigning Partner of said term(s). If the Partners are unable to arrive at such valuation within thirty (30) days after notice of the other Partner's exercise of its right of first refusal, then the Assigning Partner may proceed to sell to the third party without further obligation to the other partner under this Section.

(b) This procedure shall also apply with respect to a proposed sale of the Olin Plant and the OSI interest in the Partnership, as provided in
Section 5.01(c) above. If such proposed sale is for not just the Olin Plant but also Olin's interest in all or a larger portion of the Olin Plant Site, then the right of first refusal (and obligation, if the right of first refusal is exercised) shall apply to the total Olin Plant Site and OSI interest being sold, without exclusion.

5.03 RIGHT OF ASSIGNMENT WITH SHOT-GUN SALE Sections 5.01 and 5.02 shall not apply to an assignment by OSI or 1997 CVI (the "Selling Partner") of its interest in the Partnership as part of a sale involving (i) in the case of OSI, more than the Olin Plant Site, or
(ii) in the case of 1997 CVI, more than Geon's LaPorte Texas facility; provided however, that in the event of such an assignment, the Selling Partner shall notify the other partner (the "Remaining Partner") of such assignment and the Remaining Partner shall have a period of ninety (90) days after such notice to elect, in its discretion, to notify the assignee of the Selling Partner's interest that the Remaining Partner is triggering a Shot-Gun Sale, as set forth in Article 6 below.

5.04 ANCILLARY AGREEMENTS; SUPPORT SERVICES
(a) In the event a Partner's interest is assigned or is transferred in a Shot-Gun Sale, in accordance herewith, OSI will cause Olin and 1997 CVI will cause Geon to continue to honor any contractual commitments previously entered into by it with the Partnership to the extent required hereunder, or as provided in any of the Ancillary Agreements. If support services and/or raw materials are reasonably necessary from the Olin Plant to continue operation of the Facilities after assignment or Shot-Gun Sale, and provided such services and/or raw materials were previously supplied to the Partnership, the Partners shall negotiate in good faith a contract to supply such support services to the Partnership or the purchasing Partner, as the case may be, after such assignment or Shot-Gun Sale to the extent previously supplied and as allowed by law.

(b) If Olin shuts down its production facilities at its Olin Plant, Olin shall not be required thereafter to supply support services to the Partnership but will offer the Partnership the opportunity to purchase, upon terms to be mutually agreed, the fixed assets and salt required by the Partnership to continue to operate the Facilities at its then current capacity.

5.05 SUBSEQUENT ASSIGNMENTS, SALES OR TRANSFERS In the event of any assignment, sale, or transfer under this Article 5, the assignee shall not subsequently sell, assign, transfer, or encumber its interest in the Partnership, other than as permitted in this Article 5.

(a) A Partner triggering a Shot Gun Sale (the "Triggering Partner"), under
Section 5.03, shall give a written notice to the other Partner (the "Receiving Partner") which notice states that it is triggering the Shot Gun Sale, and specifying the price, timing, and terms and conditions on which the Triggering Partner is offering to purchase the Receiving Partner's interest in the Partnership (the "Shot-Gun Terms"). Such offer cannot contain terms and conditions which are unique to and impossible of performance by anyone other than the Triggering Partner.

(b) Within sixty (60) days thereafter, the Receiving Partner shall notify the Triggering Partner that it elects either to (i) purchase the Triggering Partner's interest or (ii) sell the Receiving Partner's interest, such purchase or sale to be on the Shot-Gun Terms. In the event the Receiving Partner does not notify the Triggering Partner within such time period, or its notice specifies a price, timing or terms and conditions different from the Shot-Gun Terms, the Triggering Partner shall have the option to (i) purchase the Receiving Partner's interest on the Shot-Gun Terms, (ii) sell its interest on the different terms set forth by the Receiving Partner, if any, or (iii) terminate the Shot-Gun Sale procedure.

(c) Such purchase and sale shall close no later than thirty (30) days after the notice electing to purchase is given.

7.01 DISSOLUTION OF THE PARTNERSHIP The Partnership shall be dissolved on December 31, 2094, or prior thereto upon the occurrence of any of the events specified in Section 1531 of the Act, including without limitation:

(i) There being only one remaining Partner.
(ii) The written consent of all of the Partners.
(iii) The dissolution, liquidation, Bankruptcy (as defined below) or withdrawal of a Partner, unless there are two or more remaining Partners and the Partners elect to continue the Partnership within ninety (90) days following the occurrence of such event.
(iv) The Bankruptcy of the Partnership.
(v) Any event which shall make it unlawful for the existence or the business of the Partnership to be continued.

"Bankruptcy" shall mean a voluntary or involuntary proceeding or petition commenced or filed by or against a party under any bankruptcy, insolvency or similar law or seeking the dissolution or reorganization of such party, or the appointment of a receiver, trustee, custodian, or liquidation for such party, or a substantial part of its property, assets or business, or any writ, order, judgment, warrant of attachment, execution or similar process is issued or levied against a substantial part of the property, assets or business of such party and such involuntary proceeding or petition shall not be dismissed, or such writ, order, judgment, warrant of attachment, execution or similar process shall not be released, vacated, or fully bonded, within sixty (60) days after commencement, filing or levy as the case may be, or if all or any part of the Partnership interest of a Partner shall be the subject of any levy or attachment, and if such levy or attachment shall not be discharged within sixty (60) days thereafter.

7.02 NEGATIVE CAPITAL ACCOUNTS Upon dissolution and liquidation of the Partnership, each Partner having a negative capital account shall restore the balance of such capital account to zero by making a capital contribution in cash in an amount equal to the deficit of such capital account.

7.03 DISTRIBUTION UPON LIQUIDATION Upon dissolution of the Partnership, the assets of the Partnership shall be liquidated in an orderly fashion and in accordance with the Act or applicable successor legislation. All assets to which the Partnership holds title shall be Partnership property and the Partners waive any rights of partition with respect thereto. The proceeds from such liquidation shall be distributed to the Partners in accordance with the positive capital account balances of the Partners, after taking into account all capital account adjustments required to be made by the Partnership immediately prior to the liquidating distribution.

8.01 LIMITATION ON PARTNER'S POWERS No Partner shall, without the consent of the other Partner, take any action that purports to be the action of, or to be binding upon, the Partnership or the other Partner, it being the intent of this Agreement that all such action be taken by the Management Committee or by joint action of the Partners. Without limiting the generality of the foregoing, subject to the express rights and obligations as set forth in the Operating Agreement and the authority of the Venture Manager as specified herein, no Partner shall:

(a) Borrow money in the Partnership name for any purpose or utilize collateral owned by the Partnership as security for loans;

(b) Borrow from the Partnership or lend Partnership funds to any third party;

(c) Assign, transfer, pledge, compromise or release any of the claims of or debts due the Partnership except upon payment in full, or arbitrate, or consent to the arbitration of, any of the disputes or controversies of the Partnership;

(d) Make, execute, or deliver on behalf of the Partnership any assignment, bond, confession of judgment, chattel mortgage, security interest, deed, guarantee, indemnity bond, or surety bond to any third party;

(e) Sell, exchange, transfer, lease, or mortgage any Partnership property or any interest therein or enter into any contract for any such purpose; or

(f) Obligate the Partnership as a surety, guarantor, or accommodation party to any obligation.

9.01 SECRECY AGREEMENT

(a) 1997 CVI and OSI will make available to each other, to the extent each is able to do so, information and data necessary to operate and maintain the Facilities. All information considered proprietary will be disclosed or confirmed in writing and identified as confidential.

(b) The recipient will not disclose to third parties nor use for any purpose other than to operate or maintain the Facilities the information and data disclosed in writing and identified as confidential pursuant to paragraph (a), at any time that the recipient is a Partner of the Partnership and for a period of ten (10) years thereafter.

(c) The obligations of paragraph (b) do not apply to any information or data that

(1) is, at the time of disclosure, available to the public,

(2) becomes known to the public through no act or failure of the recipient,

(3) the recipient can demonstrate, by written record, was within its possession before receipt from the other party,

(4) becomes available to the recipient on a non-confidential basis from a source other than the other party, without any breach of any obligation of confidentiality,

(5) is independently developed by the recipient without reference to the information disclosed by the other party, or

(6) the information is the subject of a subpoena or demand for production of documents in connection with any suit, arbitration proceeding, administrative procedure or before any governmental agency. In such event, the recipient shall promptly notify the disclosing party and shall cooperate with the disclosing party in its attempts to protect the confidentiality of its information such as by seeking a protective order from a court of competent jurisdiction.

(d) The information and data subject to the obligations of paragraph (a) can be disclosed to Geon, Olin and/or a third party selected by the Partnership, provided that the receiving party agrees to assume the same obligations in a writing containing terms no less onerous than those set forth in this Section 9.01.

(e) As to information and data disclosed under paragraph (a) which was obtained by either 1997 CVI, OSI, or the Partnership from third parties under secrecy, OSI and 1997 CVI agree, when it is a recipient, to maintain such information confidential in the same manner and to the same extent required in agreements between the disclosing party and the third party. If necessary, 1997 CVI and OSI will sign secrecy agreements with the third parties equivalent in scope with the agreement already executed by the disclosing party.

9.02 RELATIONSHIP

(a) Without the prior written consent of the other Partner, neither Partner shall, for and on behalf of the other, or for the account of the Partnership directly or indirectly do any act inconsistent with the provisions of this Agreement. In the event any Partner is held liable either prior to or after termination of this Agreement, for a claim of a third person by reason of acts of the Partnership, then any payment to such third person shall be treated as an expenditure of the Partnership and any Partner making such payment shall be entitled to be indemnified by the Partnership to the extent of the Partnership's insurance coverage. To the extent that the Partnership's insurance coverage fails to indemnify fully the paying Partner, such Partner shall be entitled to contribution from the other Partner accordingly.

(b) Each Partner shall look solely to the assets of the Partnership for the return of its respective capital, and if the assets remaining after payment or discharge, or provision for payment or discharge, of its debts or liabilities are insufficient to return the capital to the Partners, no Partner shall have any recourse against the separate assets of the other Partner for that purpose.

9.03 MODIFICATION; ENTIRE AGREEMENT

(a) This Agreement and the other agreements between OSI and/or Olin, the Partnership, 1997 CVI and/or Geon signed contemporaneously herewith, represent the entire agreement of the Partners with respect

to the matters discussed herein. There shall be no modification, amendment, change or alteration of this or such other agreements unless reflected in a written instrument executed by both Partners.

(b) The Partners anticipate pursuing third party financing and agree that as a part of such process, each will consider in good faith any amendments or modifications to this Agreement or the Ancillary Agreements required by the financing party in order to proceed with the financing, and will implement any mutually acceptable amendments or modifications, provided that neither Partner shall be obligated to agree to any such amendment or modification.

9.04 WAIVER No Partner shall be construed to have waived any of its respective rights or interests in this Agreement by a failure, in any one instance, to have asserted, or made claim with respect to such right at the time such Partner was entitled to assert same.

9.05 BREACH
(a) If one Partner claims that its rights or interest under this Agreement or any of the Ancillary Agreements, have been materially adversely affected due to the breach of the other Partner, the Partner claiming such breach shall give the other Partner notice thereof in writing.

(b) If the alleged breaching Partner disputes in good faith the existence of such breach, it will notify the other Partner of the basis for its disputing the existence of the breach and thereafter the Partners will cause the dispute to be referred upward in the respective business organizations of Olin and Geon in a logical step-by-step manner, so that if not earlier resolved, such dispute reaches the level of corporate President within 120 days of initiation of the dispute resolution process.

(c) If the alleged breaching Partner does not dispute the existence of the breach, it shall have ten (10) days within which to cure such breach, or if such breach is not readily curable within ten days, to commence to cure such breach as promptly as possible and to set forth in writing to the other Partner the basis and timing on which such breach shall be cured, in all events to be cured within sixty (60) days.

(d) In the event that the breach is not fully resolved or cured within the applicable period provided in (b) and (c) above, then the other Partner shall be entitled, in its sole discretion, to take unilateral action to cure such breach on behalf of the other Partner, with any funds advanced by the non-breaching Partner in order to cure the breach, or damages suffered by the non-breaching Partner by the breach to be secured by a lien on such breaching Partner's interest in the Partnership, including the rights to distributions hereunder, until such time as the non-breaching Partner is fully compensated for such advances or damages. The breaching Partner shall take all actions and execute all agreements and instruments necessary at the time to cause such lien to be fully perfected and a first priority lien.

(e) Without limiting the foregoing, upon expiration of the applicable period provided in (b) and (c) above, either Partner may thereafter submit the matter to binding arbitration as to whether a breach occurred, and the matter of damages (if any). The arbitration shall be conducted in accordance with the rules of the American Arbitration Association (the "AAA"), including the appointment of a single arbitrator from a list provided by the AAA to each party. The loser shall pay the costs and expenses of arbitration, but not the winner's attorney fees, costs and expenses. The arbitrator's decision shall be final and binding upon the parties, enforceable in accordance with its terms by any court of competent jurisdiction.

9.06 NOTICES Unless otherwise provided for herein, all notices or other communications authorized or required between the Partners hereto by any provision of this Agreement shall be in writing and delivered by hand or transmitted by registered or certified mail, return receipt requested, postage or other charges prepaid, and in all cases addressed to the voting members on the Management Committee, at the address set forth below or such other address as may be designated by the parties hereto.

                                Chlor Alkali Products Division
                                650 25th Street, N.W.
                                Suite 300
                                Cleveland, Tennessee  37311

     WITH A COPY TO:   501 Merritt 7
                                P.O. Box 4500
                                Norwalk, CT  06856-4500
                                Attn:  Corporate Secretary

IF TO 1997 CVI, C/O THE GEON COMPANY, AT:
                                Two Kingwood Place
                                700 Rockmead Drive, Suite 250
                                Houston, Texas  77339-2111

     WITH A COPY TO:   One Geon Center
                                Avon Lake, Ohio 44012
                                Attn:  Corporate Secretary

The date of delivery shall be deemed to be the date the notice is given.

In the event either Partner is served with notice of a lawsuit or a subpoena concerning the Partnership, such Partner shall promptly notify the other Partner thereof.

9.07 CAPTIONS Titles or captions of articles and sections contained in this Agreement are inserted only as a matter of convenience and for reference, and in no way define, limit, extend, or describe the scope of this Agreement or the intent of any provision hereof.

9.08 GOVERNING LAW This Agreement shall be governed by and construed according to the laws of the State of Delaware.

9.09 COUNTERPARTS This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument.

9.10 SEVERABILITY If any of the terms and conditions of this Agreement are held to be invalid or unenforceable by any court or agency of competent jurisdiction, such holding shall not invalidate other terms and conditions of the Agreement. Instead, this Agreement shall be construed as if it did not contain the terms or conditions held to be invalid, and the remainder of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have duly caused this Agreement to be executed by their duly authorized representatives on the day and year first above written.

1997 CHLORALKALI VENTURE INC.

By:\S\EDWARD C. MARTINELLI
   -----------------------
       Edward C. Martinelli
       President

OLIN SUNBELT, INC.

By:\S\LEON B. ANZIANO
   ------------------
      Leon B. Anziano
      President

EXHIBIT 99.2

AMENDMENT TO PARTNERSHIP AGREEMENT
BETWEEN
OLIN SUNBELT, INC.
AND
1997 CHLORALKALI VENTURE, INC.

THIS AMENDMENT TO PARTNERSHIP AGREEMENT is entered into as of this 23rd day of December, 1997, between Olin Sunbelt, Inc., a Delaware corporation ("OSI"), and 1997 Chloralkali Venture, Inc. ("1997 CVI"), a Delaware corporation.

WHEREAS, OSI and 1997 CVI entered into a Partnership Agreement dated as of August 23, 1996 as amended (the "Partnership Agreement"), pursuant to which OSI and 1997 CVI (collectively, the "Partners") established the Sunbelt Chlor Alkali Partnership, a Delaware general partnership (the "Partnership"); and

WHEREAS, OSI and 1997 CVI desire to amend the Partnership Agreement in certain respects as set forth herein;

NOW THEREFORE, OSI and 1997 CVI agree as follows:

1. Section 5.03 of Article 5 is amended to read in its entirety as follows:

SECTION 5.03 RIGHT OF ASSIGNMENT WITH SHOT GUN SALE

The provisions of Sections 5.01 and 5.02 shall not apply to an assignment by OSI or 1997 CVI (the "Selling Partner") of its interest in the Partnership as a part of a sale involving (i) in the case of OSI, more than the Olin Plant Site, or (ii) in the case of 1997 CVI, more than Geon's LaPorte Texas facility; PROVIDED HOWEVER, that in the event of such an assignment, the Selling Partner shall notify the other partner (the "Remaining Partner") of such assignment and the Remaining Partner shall have a period of ninety (90) days after such notice to elect to notify the Selling Partner (if the assignment has not yet occurred) or the assignee of the Selling Partner's interest (if the assignment has occurred) that the Remaining Partner is triggering a Shot-Gun Sale, as set forth in Article 6 infra. Except in the event of such an assignment by the Selling Partner to an entity in the case of 1997 CVI in competition with Olin's Chlor Alkali business, and in the case of OSI in competition with Geon's PVC, VCM, or EDC businesses, the Remaining Partner will not be able to trigger the Shot-Gun sale unless after evaluating the assignee and the assignee's financial condition and business practices, the Remaining Partner concludes in its sole discretion using the utmost good faith that substituting the assignee into the partnership relationship could have a substantially detrimental impact on the Remaining Partner's present and/or future business, operations and/or relationships, taken as a whole together with those of its affiliates, pertaining to the Partnership, vis-a-vis had assignment not occurred.

2. Except as amended herein, all other provisions of the Partnership Agreement remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the Partners have executed this Amendment the day and year first written above.

OLIN SUNBELT, INC.

/s/ Hassan Arabghani
---------------------------------
By:      Name: Hassan Arabghani
         Title: Vice President

1997 CHLORALKALI VENTURE, INC.

/s/ Jean M. Miklosko
---------------------------------
By:      Name: Jean M. Miklosko
         Title: Assistant Treasurer

EXHIBIT 99.3

AMENDMENT TO PARTNERSHIP AGREEMENT

BETWEEN
OLIN SUNBELT, INC.
AND
1997 CHLORALKALI VENTURE, INC.

THIS AMENDMENT TO PARTNERSHIP AGREEMENT is entered into as of this 23rd day of December, 1997, between Olin Sunbelt, Inc., a Delaware corporation ("OSI"), and 1997 Chloralkali Venture, Inc. ("1997 CVI"), a Delaware corporation.

WHEREAS, OSI and 1997 CVI entered into a Partnership Agreement dated as of August 23, 1996 (the "Partnership Agreement"), pursuant to which OSI and 1997 CVI (collectively, the "Partners") established the Sunbelt Chlor Alkali Partnership a Delaware general partnership (the "Partnership"); and

WHEREAS, OSI and 1997 CVI desire to amend the Partnership Agreement in certain respects as set forth herein;

NOW THEREFORE, OSI and 1997 CVI agree as follows:

1. A new Section 1.12 is added as follows:

(A) FOR PURPOSES OF THIS AGREEMENT, "SENIOR DEBT" SHALL MEAN THE OBLIGATIONS OF THE PARTNERSHIP AS SET FORTH UNDER THOSE CERTAIN NOTE PURCHASE AGREEMENTS DATED AS OF DECEMBER , 1997 BY AND BETWEEN THE PARTNERSHIP AND VARIOUS INSTITUTIONAL INVESTORS, INCLUDING BUT NOT LIMITED TO THE NOTES (AS DEFINED THEREIN), AS SUCH SENIOR DEBT MAY BE MODIFIED, AMENDED, OR RESTATED FROM TIME TO TIME. THE TERMS "GUARANTEE" AND "GUARANTOR" USED HEREIN SHALL HAVE THE DEFINITIONS SET FORTH IN THE ABOVE-REFERENCED NOTE PURCHASE AGREEMENTS. THE PROVISIONS OF THIS SECTION
1.12 SHALL APPLY, NOTWITHSTANDING ANY PROVISIONS TO THE CONTRARY ELSEWHERE IN THIS AGREEMENT OR IN ANY OF THE ANCILLARY AGREEMENTS.

(B) IF A GUARANTOR EVENT OF DEFAULT WITH RESPECT TO A GUARANTOR (A "DEFAULTING GUARANTOR") OCCURS (SUCH GUARANTOR EVENTS OF DEFAULT BEING AS DEFINED IN SUCH DEFAULTING GUARANTOR'S GUARANTEE DATED AS OF DECEMBER _, 1997), THEN FOR SO LONG AS SUCH GUARANTOR EVENT OF DEFAULT REMAINS UNCURED, AT THE OPTION OF THE PARTNER WHICH IS NOT AN AFFILIATE OF THE DEFAULTING GUARANTOR (THE "NON-AFFECTED PARTNER"), THE MANAGEMENT COMMITTEE MEMBER(S) APPOINTED BY THE PARTNER AFFILIATED WITH SUCH DEFAULTING GUARANTOR (THE "AFFECTED PARTNER") SHALL BECOME NON-VOTING MEMBER(S) OF THE MANAGEMENT COMMITTEE, AND THE REMAINING VOTING MEMBER(S) OF THE MANAGEMENT COMMITTEE SHALL CONSTITUTE A QUORUM AT MANAGEMENT COMMITTEE MEETINGS, AND SHALL BE FULLY AUTHORIZED TO TAKE ACTIONS, INCLUDING WITHOUT LIMITATION TO APPROVE DECISIONS OF IMPORTANCE (EXCEPT AS PROVIDED IN (C) BELOW), ON BEHALF OF

THE MANAGEMENT COMMITTEE, AND TO ACT BY RESOLUTION IN LIEU OF A MEETING. SUCH OPTION SHALL BE EXERCISABLE IN THE SOLE DISCRETION OF THE NONAFFECTED PARTNER, EFFECTIVE IMMEDIATELY UPON WRITTEN NOTICE TO THE AFFECTED PARTNER AND THE PARTNERSHIP; PROVIDED HOWEVER THAT THE PARTNERS AGREE NOT TO EXERCISE SUCH OPTION AT SUCH TIMES AS (A) THE ONLY OUTSTANDING GUARANTOR EVENTS OF DEFAULT ARE, (I) WITH RESPECT TO THE GEON GUARANTEE, SOLELY A BREACH OF ITS COVENANTS CONTAINED IN SECTIONS 4.1, 4.3, 4.8 AND/OR 4.9, OR (II) WITH RESPECT TO THE OLIN GUARANTEE, SOLELY A BREACH OF ITS COVENANTS CONTAINED IN SECTIONS 4.3, 4.6 AND/OR 4.7; AND (B) NONE OF THE HOLDERS OF THE SENIOR DEBT HAVE DEMANDED COMPLIANCE BY THE DEFAULTING GUARANTOR WITH SECTION 2.2 OF ITS GUARANTEE OR STATED IN WRITING AN INTENTION TO REQUIRE SUCH COMPLIANCE OR TO ENFORCE SUCH GUARANTEE.

(C) NOTWITHSTANDING SUBSECTION (B) ABOVE, THE VOTING MEMBER(S) OF THE MANAGEMENT COMMITTEE SHALL NOT AGREE, WITHOUT THE CONSENT OF THE AFFECTED PARTNER, ACTING THROUGH ITS NON-VOTING MEMBER(S) OF THE MANAGEMENT COMMITTEE,
(I) TO SELL ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE PARTNERSHIP, (II) TO AN EXPANSION OF THE FACILITY TO BE FUNDED BY THE PARTNERSHIP UNDER SECTION 1.11,
(III) TO REQUIRE ADDITIONAL CAPITAL CONTRIBUTIONS BY THE PARTNERS, EXCEPT TO THE EXTENT NECESSARY TO FUND EXPENDITURES REQUIRED UNDER SECTION 4.04 OF THE OPERATING AGREEMENT, (IV) TO AMEND OR WAIVE ANY PROVISION OF ANY ANCILLARY AGREEMENT TO WHICH THE PARTNERSHIP AND THE NON-AFFECTED PARTNER OR A PARTNER AFFILIATE OF THE NON-AFFECTED PARTNER ARE PARTY, IN ANY MATERIAL RESPECT WHICH IS COMMERCIALLY UNREASONABLE AND WILL MATERIALLY ADVERSELY AFFECT THE FINANCIAL CONDITION OR OPERATIONS OF THE PARTNERSHIP, (V) TO DECIDE TO REPUDIATE OR BREACH ANY PROVISION OF AN ANCILLARY AGREEMENT TO WHICH THE AFFECTED PARTNER OR A PARTNER AFFILIATE OF THE AFFECTED PARTNER IS PARTY, EXCEPT TO THE EXTENT PERMITTED UNDER SUCH ANCILLARY AGREEMENT OR AS AN EXERCISE OF RIGHTS AND REMEDIES AVAILABLE TO IT AT LAW OR EQUITY, OR (VI) TO CAUSE THE PARTNERSHIP TO INCUR OR ISSUE ANY DEBT FOR BORROWED MONEY (OTHER THAN A PARTNER ADVANCE, AS DEFINED BELOW) OR OTHERWISE INCREASE THE DEFAULTING GUARANTOR'S LIABILITY FOR THE SENIOR DEBT UNDER ITS GUARANTEE TO THE HOLDERS OF THE SENIOR DEBT, EXCEPT TO THE EXTENT NECESSARY TO FUND EXPENDITURES REQUIRED UNDER SECTION 4.04 OF THE OPERATING AGREEMENT.

(D) IN THE EVENT THAT THE PARTNERSHIP INTEREST OF SUCH AFFECTED PARTNER IS TRANSFERRED, ASSIGNED OR CONVEYED (WHETHER VOLUNTARILY, AS A RESULT OF BANKRUPTCY PROCEEDINGS OR JUDICIAL PROCEEDING OR OTHERWISE BY OPERATION OF LAW) OR THE DEFAULTING GUARANTOR CEASES TO OWN, DIRECTLY OR INDIRECTLY 100% OF THE AFFECTED PARTNER, IN EACH CASE AT ANY TIME WHILE EITHER SUCH GUARANTOR EVENT OF DEFAULT REMAINS UNCURED OR AS PART OF THE SETTLEMENT, SATISFACTION OR CURE OF SUCH GUARANTOR EVENT OF DEFAULT, THEN THE VOTING AND NON-VOTING MEMBERS OF THE MANAGEMENT COMMITTEE APPOINTED BY THE AFFECTED PARTNER SHALL CEASE TO BE MEMBERS THEREOF AND THE TRANSFEREE, ASSIGNEE OR SUCCESSOR TO THE PARTNERSHIP INTEREST SHALL HAVE NO RIGHT TO APPOINT VOTING MEMBER(S) OF THE MANAGEMENT COMMITTEE, WHICH RIGHT SHALL BE DEEMED AUTOMATICALLY AND IRREVOCABLY EXTINGUISHED AND PARAGRAPHS (B) AND (C) SHALL NO LONGER BE APPLICABLE. THIS SUBSECTION (D) SHALL NOT APPLY IN THE CASE OF A PERMITTED ASSIGNMENT IN ACCORDANCE WITH ARTICLE 5 OF THE PARTNERSHIP AGREEMENT, AND THE GUARANTOR EVENT OF DEFAULT IS CURED (OR WAIVED BY THE HOLDERS OF THE SENIOR DEBT) AT OR PRIOR TO THE EFFECTIVE DATE OF ASSIGNMENT.

(E) UPON THE OCCURRENCE OF AN EVENT OF DEFAULT UNDER SECTION 11(1)(Y)

OF THE NOTE

PURCHASE AGREEMENTS (A "TRIGGERING EVENT") WITH RESPECT TO THE GUARANTEE OF THE PARTNER AFFILIATE OF A PARTNER (THE "REPUDIATING PARTNER"), THEN THE NONREPUDIATING PARTNER, DIRECTLY OR THROUGH AN AFFILIATE, SHALL HAVE THE RIGHT TO PURCHASE THE REPUDIATING PARTNER'S INTEREST IN THE PARTNERSHIP FOR A PURCHASE PRICE EQUAL TO ONE DOLLAR ($1.00). SUCH RIGHT SHALL BE EXERCISABLE AT ANY TIME AFTER THE TRIGGERING EVENT, AND THE TRANSFER SHALL BE DEEMED TO OCCUR IMMEDIATELY AND AUTOMATICALLY UPON EXERCISE OF SUCH RIGHT BY THE NON-REPUDIATING PARTNER. THE REPUDIATING PARTNER SHALL DELIVER SUCH ASSIGNMENTS AND OTHER DOCUMENTS OF TRANSFER AS THE NONREPUDIATING PARTNER REASONABLY REQUIRES TO FURTHER EFFECTUATE THE TRANSFER AS PROMPTLY AS POSSIBLE (BUT IN ANY EVENT NO MORE THAN FIVE (5) BUSINESS DAYS AFTER PRESENTATION OF SUCH DOCUMENTS BY THE NON-REPUDIATING PARTNER). SUCH PURCHASE OF THE PARTNERSHIP INTEREST SHALL NOT AFFECT ANY OTHER RIGHTS AND REMEDIES WHICH THE NON-REPUDIATING PARTNER, ITS AFFILIATES, AND/OR THE PARTNERSHIP MAY HAVE AGAINST THE REPUDIATING PARTNER AND/OR ITS PARTNER AFFILIATES, OR OTHERWISE BE DEEMED TO AFFECT OR EXTINGUISH THE GUARANTEE OF THE PARTNER AFFILIATE OF THE REPUDIATING PARTNER.

(F) IN THE EVENT A PARTNER DESIRES TO MAKE A TRANSFER OF ITS PARTNERSHIP INTEREST PERMITTED UNDER ARTICLE 5 AND IN CONNECTION WITH SUCH TRANSFER DESIRES THAT ITS PARTNER AFFILIATE'S GUARANTEE BE RELEASED, THEN THE TRANSFERRING PARTNER SHALL NOTIFY THE OTHER PARTNER(S) AND THEREAFTER FOR A PERIOD OF THIRTY (30) DAYS (OR SUCH LONGER PERIOD AS THE TRANSFERRING PARTNER IN ITS SOLE DISCRETION MAY ELECT), THE TRANSFERRING PARTNER SHALL TAKE COMMERCIALLY REASONABLE STEPS TO NEGOTIATE IN GOOD FAITH WITH THE HOLDERS OF THE SENIOR DEBT TO SECURE SUCH RELEASE. IF SUCH EFFORTS ARE UNSUCCESSFUL, THEN SUCH PARTNER SHALL NOTIFY THE OTHER PARTNER(S) AND THE OTHER PARTNER(S) SHALL, AT ITS OPTION, HAVE AN ADDITIONAL THIRTY (30) DAY PERIOD TO CONDUCT NEGOTIATIONS WITH SUCH HOLDERS REGARDING SUCH RELEASE. IF AT THE END OF SUCH NEGOTIATIONS SUCH HOLDERS HAVE REFUSED TO RELEASE THE PARTNER AFFILIATE'S GUARANTEE, THEN THE PARTNERS WILL CAUSE REPAYMENT OF THE SENIOR DEBT WITHIN THE FOLLOWING TEN (10) BUSINESS DAYS, ON A 50/50 BASIS (OR OTHERWISE IN ACCORDANCE WITH THEIR THEN INTEREST IN THE PARTNERSHIP PROVIDED IN SECTION 1.04); PROVIDED HOWEVER THAT ANY "MAKE WHOLE" OR PREPAYMENT PENALTIES AND COSTS ASSOCIATED WITH SUCH REPAYMENT SHALL BE PAID IN THE ENTIRETY BY THE TRANSFERRING PARTNER. THIS PARAGRAPH (F) SHALL NOT BE APPLICABLE IF AN EVENT OF DEFAULT UNDER THE SENIOR DEBT OR ANY GUARANTEE HAS OCCURRED AND REMAINS UNCURED (OTHER THAN AN EVENT OF DEFAULT WHICH IS SOLELY APPLICABLE TO THE PARTNER AFFILIATE OF THE NON-TRANSFERRING PARTNER).

(G) THE PARTIES AGREE THAT FOR PURPOSES OF THIS SECTION 1.12, A
GUARANTOR EVENT OF DEFAULT TRIGGERED BY A BANKRUPTCY SHALL NOT BE CURABLE.

2. A new Section 2.13 is added as follows:

IN THE EVENT THAT A PARTNER OR A PARTNER AFFILIATE OF SUCH PARTNER (I) MAKES A LOAN TO THE PARTNERSHIP (WHICH LOANS SHALL REQUIRE THE CONSENT OF THE MANAGEMENT COMMITTEE, AS PROVIDED IN SECTION 2.03 HEREOF), (II) ADVANCES FUNDS ON BEHALF OF THE PARTNERSHIP TO SATISFY PARTNERSHIP OBLIGATIONS UNDER ANY OF THE ANCILLARY AGREEMENTS (WHETHER SUCH OBLIGATIONS ARE TO A THIRD PARTY OR TO A PARTNER OR A PARTNER AFFILIATE), THE SENIOR DEBT OR OTHER PARTNERSHIP OBLIGATIONS, OR (III) HAS A RIGHT OF CONTRIBUTION OR REIMBURSEMENT FROM THE PARTNERSHIP AND/OR

THE OTHER PARTNER FOR PAYMENTS MADE BY SUCH PARTNER OR PARTNER AFFILIATE ON ACCOUNT OF THE SENIOR DEBT OR OTHER OBLIGATIONS OF THE PARTNERSHIP TO THIRD PARTIES (ANY AND ALL OF (I) THROUGH (III) BEING A "PARTNER ADVANCE"), THEN SUCH PARTNER ADVANCE SHALL NOT BE CONSIDERED A CONTRIBUTION TO THE CAPITAL OF THE PARTNERSHIP AND SHALL NOT INCREASE THE CAPITAL ACCOUNT OF THE ADVANCING PARTNER. THE AMOUNT OF ANY SUCH PARTNER ADVANCE (PLUS INTEREST AT A RATE AGREED BY THE PARTIES, BUT IN NO EVENT LESS THAN THE APPLICABLE RATE PROVIDED IN SECTION 1274 OF THE INTERNAL REVENUE CODE OF 1986) SHALL BE AN OBLIGATION OF THE PARTNERSHIP WHICH IS PAYABLE BEFORE ANY FURTHER DISTRIBUTIONS ARE MADE UNDER SECTION 2.05 ABOVE. REPAYMENT OF SUCH PARTNER ADVANCES SHALL NOT BE DEEMED WITHDRAWALS FROM THE CAPITAL OF THE PARTNERSHIP.

3. Article 5 is amended as follows:

(a) In the first sentence of Section 5.01, the words "DIRECTLY OR INDIRECTLY THROUGH THE TRANSFER OF THE OWNERSHIP AND/OR CONTROL OF SUCH PARTNER TO A NON-AFFILIATE" are added after the words "or any part of its interest in the Partnership,".

(b) Section 5.04(a) is amended by deleting the second sentence and substituting the following therefor:

IF CHLORINE PRODUCTION IS CONTINUING AT THE OLIN PLANT AT THE TIME OF SUCH ASSIGNMENT OR SHOT-GUN SALE, THEN OSI SHALL CAUSE THE OPERATOR OF THE OLIN PLANT TO ENTER INTO A NEW OPERATING AGREEMENT BETWEEN THE PARTNERSHIP AND THE THEN OPERATOR OF THE OLIN PLANT PURSUANT TO WHICH THE OPERATING AND OTHER SERVICES AND RAW MATERIALS SUPPLIED UNDER THE OPERATING AGREEMENT SHALL BE PROVIDED AS A UNITARY PACKAGE, TO THE EXTENT THE OLIN PLANT OPERATOR IS LEGALLY PERMITTED AT THE TIME TO DO SO, ON THE EXACT SAME TERMS AND CONDITIONS AS THEN BEING PROVIDED TO THE PARTNERSHIP UNDER THE OPERATING AGREEMENT.

4. Except as amended herein, all other provisions of the Partnership Agreement remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the Partners have executed this Amendment the day and year first written above .

OLIN SUNBELT, INC.

/s/ Hassan Arabghani
---------------------------------
By:      Name: Hassan Arabghani
         Title: Vice President

1997 CHLORALKALI VENTURE, INC.

/s/ Jean M. Miklosko
---------------------------------
By:      Name: Jean M. Miklosko
         Title: Assistant Treasurer

EXHIBIT 99.4

AMENDMENT TO PARTNERSHIP AGREEMENT
BETWEEN
OLIN SUNBELT, INC.
AND
1997 CHLORALKALI VENTURE, INC.

THIS AMENDMENT TO PARTNERSHIP AGREEMENT is entered into as of this 30th day of April 1998, between Olin Sunbelt, Inc., a Delaware corporation ("OSI"), and 1997 Chloralkali Venture, Inc. ("1997 CVI"), a Delaware corporation.

WHEREAS, OSI and 1997 CVI entered into a Partnership Agreement dated as of August 23, 1996 as amended (the "Partnership Agreement"), pursuant to which OSI and 1997 CVI (collectively, the "Partners") established the Sunbelt Chlor Alkali Partnership, a Delaware general partnership (the "Partnership"); and

WHEREAS, OSI and 1997 CVI desire to amend the Partnership Agreement in certain respects as set forth herein:

NOW THEREFORE, OSI and 1997 CVI agree as follows:

1. The following sentence will be added to Section 2.02(a) of the Agreement at the end thereof:

"Each Partner shall return and shall have all responsibility for timely returning any cash recalled by the Operator pursuant to and as required by
Section 4.02(g) of the Operating Agreement as amended from time to time, and shall comply with the Operator's designation of account(s) for returning such cash."

2. Except as amended herein, all other provisions of the Partnership Agreement remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the Partners have executed this Amendment the day and year first written above.

OLIN SUNBELT, INC.

    /s/ Leon B. Anziano
--------------------------------
By: Name:  Leon B. Anziano
    Title: President

1997 CHLORALKALI VENTURE, INC.

   /s/ C.J. Nosal
--------------------------------
By: Name:  C.J. Nosal
    Title: President

EXHIBIT 99.5

SUNBELT CHLOR ALKALI PARTNERSHIP

$97,500,000
Guaranteed Secured Senior Notes due 2017

Series G

and

$97,500,000
Guaranteed Secured Senior Notes due 2017

Series 0

NOTE PURCHASE AGREEMENT

Dated December 22, 1997

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
Section 1. Authorization of Notes ............................................ 1

Section 2. Sale and Purchase of Notes ........................................ 1

Section 3. Closing ........................................................... 2

Section 4. Conditions to Closing ............................................. 2
    Section 4.1.  Representations and Warranties ............................. 2
    Section 4.2.  Performance; No Default .................................... 3
    Section 4.3.  Compliance Certificates .................................... 3
    Section 4.4.  Opinions of Counsel ........................................ 3
    Section 4.5.  Purchase Permitted by Applicable Law, etc. ................. 3
    Section 4.6.  Sale of Other Notes ........................................ 4
    Section 4.7.  Private Placement Number ................................... 4
    Section 4.8.  Changes in Partnership Structure ........................... 4
    Section 4.9.  Proceedings and Documents .................................. 4
    Section 4.10. Delivery of Other Related Documents and Search Results ..... 4
    Section 4.11. Payment of Special Counsel Fees ............................ 5
    Section 4.12. Subordination .............................................. 5
    Section 4.13. Real Estate Lease Agreement ................................ 5

Section 5. Representations and Warranties of the Issuer ...................... 6
    Section 5.1.  Organization; Power and Authority .......................... 6
    Section 5.2.  Authorization, etc. ........................................ 6
    Section 5.3.  Disclosure ................................................. 6
    Section 5.4.  Subsidiaries ............................................... 7
    Section 5.5.  Projections and Pro Forma Information ...................... 7
    Section 5.6.  Compliance with Laws, Other Instruments, etc. .............. 7
    Section 5.7.  Governmental Authorizations, etc. .......................... 7
    Section 5.8.  Litigation; Observance of Agreements, Statutes and Orders .. 8
    Section 5.9.  Taxes ...................................................... 8
    Section 5.10. Title to Property; Leases .................................. 8
    Section 5.11. Licenses, Permits, etc. .................................... 9
    Section 5.12. ERISA ...................................................... 9
    Section 5.13. Private Offering by the Issuer ............................. 9

    Section 5.14. Existing Indebtedness; Future Liens ....................... 10
    Section 5.15. Foreign Assets Control Regulations, etc. .................. 10
    Section 5.16. Status Under Certain Statutes ............................. 10
    Section 5.17. Environmental Matters ..................................... 10

Section 6. Representations of the Purchaser ................................. 11
    Section 6.1.  Purchase for Investment ................................... 11
    Section 6.2.  Source of Funds ........................................... 11
    Section 6.3.  Limited Recourse .......................................... 13

Section 7. Information as to the Issuer ..................................... 13
    Section 7.1.  Financial and Business Information ........................ 13
    Section 7.2.  Officer's Certificate ..................................... 16
    Section 7.3.  Inspection ................................................ 16

Section 8. Prepayment of the Notes .......................................... 17
    Section 8.1.  Required Payments ......................................... 17
    Section 8.2.  Optional Prepayments with Make-Whole Amount;
                  Purchases by Guarantors ................................... 17
    Section 8.3.  Allocation of Partial Prepayments ......................... 18
    Section 8.4.  Maturity; Surrender, etc. ................................. 19
    Section 8.5.  Purchase of Notes ......................................... 19
    Section 8.6.  Make-Whole Amount ......................................... 19
    Section.8.7.  Interest Rate ............................................. 21

Section 9. Affirmative Covenants ............................................ 21
    Section 9.1.  Compliance with Law ....................................... 21
    Section 9.2.  Insurance ................................................. 22
    Section 9.3.  Maintenance of Properties ................................. 22
    Section 9.4.  Payment of Taxes and Claims ............................... 22
    Section 9.5.  Partnership Existence, etc. ............................... 23
    Section 9.6.  Use of Proceeds, Margin Stock ............................. 23
    Section 9.7.  Payment of Distributions .................................. 23

Section 10. Negative Covenants
    Section 10.1. Transactions with Affiliates .............................. 25
    Section 10.2. Merger, Consolidation, etc. ............................... 25
    Section 10.3. Limitations on Liens ...................................... 26
    Section 10.4. Subsidiaries .............................................. 28
    Section 10.5. Limitations on Sale of Assets ............................. 28

                                       ii

    Section 10.6. Debt Service Coverage Ratio ............................... 28

Section 11. Events of Default ............................................... 29

Section 12. Remedies on Default, etc. ....................................... 31
    Section 12.1. Acceleration .............................................. 31
    Section 12.2. Other Remedies ............................................ 32
    Section 12.3. Rescission ................................................ 32
    Section 12.4. No Waivers or Election of Remedies, Expenses, etc. ........ 33

Section 13. Registration; Exchange; Substitution of Notes ................... 33
    Section 13.1. Registration of Notes ..................................... 33
    Section 13.2. Transfer and Exchange of Notes ............................ 33
    Section 13.3. Replacement of Notes ...................................... 34

Section 14. Payments on Notes ............................................... 35
    Section 14.1. Place of Payment .......................................... 35
    Section 14.2. Home Office Payment ....................................... 35

Section 15. Expenses, etc ................................................... 36
    Section 15.1. Transaction Expenses ...................................... 36
    Section 15.2. Survival .................................................. 36

Section 16. Survival of Representations and Warranties; Entire Agreement .... 37

Section 17. Amendment and Waiver ............................................ 37
    Section 17.1. Requirements .............................................. 37
    Section 17.2. Solicitation of Holders of Notes .......................... 38
    Section 17.3. Binding Effect, etc. ...................................... 38
    Section 17.4. Notes Held by Issuer, etc ................................. 38

Section 18. Notices ......................................................... 39

Section 19. Reproduction of Documents ....................................... 39

Section 20. Confidential Information ........................................ 40


                                      iii

Section        21.  Substitution of Purchaser ............................... 41

Section 22. Miscellaneous ................................................... 41
    Section 22.1. Successors and Assigns .................................... 41
    Section 22.2. Payments Due on Non-Business Days ......................... 42
    Section 22.3. Severability .............................................. 42
    Section 22.4. Construction .............................................. 42
    Section 22.5. Counterparts .............................................. 42
    Section 22.6. Governing Law ............................................. 42
    Section 22.7. Submission to Jurisdiction; Waivers ....................... 42
    Section 22.8. WAIVER OF JURY TRIAL ...................................... 43
    Section 22.9. Concerning the Collateral Agent ........................... 43


Schedule A       --   Information Relating to Purchasers
Schedule B       --   Defined Terms

Schedule 4.8     --   Changes in Partnership Structure
Schedule 5.3          Disclosure
Schedule 5.8     --   Litigation
Schedule 5.11    --   Licenses, Permits, etc.
Schedule 5.14    --   Existing Indebtedness; Future Liens
Schedule 5.17    --   Environmental Matters

EXHIBIT 1-A      --   Form of Series G Note
EXHIBIT 1-B      --   Form of Series O Note
EXHIBIT 4.4(a)        Form of Opinion of Special New York Counsel to the Issuer
EXHIBIT 4.4(b)   --   Form of Opinion of Special Alabama Counsel to the Issuer
EXHIBIT 4.4(c)   --   Form of Opinion of Counsel to Geon
EXHIBIT 4.4(d)   --   Form of Opinion of Counsel to Olin
EXHIBIT 4.4(e)        Form of Opinion of Special Counsel to the Purchasers
EXHIBIT 4.12     --   Subordination Agreement
EXHIBIT 18       --   Notices

SUNBELT CHLOR ALKALI PARTNERSHIP

Guaranteed Secured Senior Notes due 2017

December 22, 1997

TO EACH OF THE PURCHASERS LISTED IN
THE ATTACHED SCHEDULE A:

Ladies and Gentlemen:

which law or regulation was not in effect on the date hereof. If requested by you, you shall have received an Officer's Certificate certifying as to such matters of fact as you may reasonably specify to enable you to determine whether such purchase is so permitted.

(b) The Issuer and the Collateral Agent shall have executed and delivered the Collateral Agreement and such Collateral Agreement shall be in full force and effect, and each document (including each Uniform Commercial Code financing statement) required by law or reasonably requested by the Purchasers to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the holders of the Notes a valid, legal and perfected first priority security interest in the

Collateral (subject to any prior or equal Liens permitted by Section 10.3) shall have been delivered to the Purchasers.

(c) The Issuer shall have delivered to the Purchasers the results of a search of the Uniform Commercial Code filings (or equivalent filings) made with respect to the Issuer in the states (or other jurisdictions) in which the chief executive office of the Issuer is located, any offices of the Issuer in which records are kept relating to Accounts (as defined in the Collateral Agreement), and the other jurisdictions in which Uniform Commercial Code filings (or equivalent filings) are to be made pursuant to the Collateral Agreement, together with copies of financing statements (or similar documents) disclosed by such search.

fact known to the Issuer that could reasonably be expected to have an Issuer Material Adverse Effect that has not been set forth herein or in the Memorandum or in the other documents, certificates and other writings delivered to you by or on behalf of the Issuer specifically for use in connection with the transactions contemplated hereby.

Agreement or the other Issuer Related Documents, except for filing of the Mortgage and the actions contemplated in Section 3.2 of the Collateral Agreement, or except where failure to make or do such consents, approvals, authorizations, registrations, filings or declarations, would not, individually or in the aggregate, be reasonably expected to have an Issuer Material Adverse Effect.

(b) The Issuer is not in default under any term of any agreement or instrument to which it is a party or by which it is bound, or any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or is in violation of any applicable law, ordinance, rule or regulation (including without limitation Environmental Laws) of any Governmental Authority, which default or violation, individually or in the aggregate, could reasonably be expected to have an Issuer Material Adverse Effect.

are valid and subsisting and are in full force and effect in all Material respects and the Issuer is not in default thereunder.

(a) the Issuer owns or possesses all licenses, permits, franchises, authorizations, patents, copyrights, service marks, trademarks and trade names, or rights thereto, that individually or in the aggregate are Material, without known conflict with the rights of others;

(b) to the best knowledge of the Issuer, no product of the Issuer infringes in any material respect any license, permit, franchise, authorization, patent, copyright, service mark, trademark, trade name or other right owned by any other Person, except to the extent duly licensed to Issuer; and

(c) to the best knowledge of the Issuer, there is no Material violation by any Person of any right of the Issuer with respect to any patent, copyright, service mark, trademark, trade name or other right owned or used by the Issuer.

(b) Except as disclosed in Schedule 5.14 hereto or Schedule 5 to the Collateral Agreement, the Issuer has not agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien other than Liens permitted by Section 10.3.

Except as otherwise disclosed in Schedule 5.17,

(a) the Issuer

(i) has not treated any Hazardous Materials on real properties now or formerly owned, leased or operated by it, except as permitted under Environmental Law,

(ii) has not stored any Hazardous Materials on real properties now or formerly owned, leased or operated by it and has not disposed of any Hazardous Materials, in each case, in a manner contrary to any Environmental Laws, and

(iii) has not generated or disposed of, or caused the release of, any Hazardous Materials on or from any property, currently or formerly owed, leased or operated by it in a manner, or at levels, that could reasonably be expected to lead to liability under Environmental Laws,

in each case in any manner that could reasonably be expected to result in an Issuer Material Adverse Effect; and

(b) all buildings, properties and facilities currently owned, leased or operated by the Issuer are in compliance with Environmental Laws, except where failure to comply could not reasonably be expected to result in an Issuer Material Adverse Effect.

to be used by you to pay the purchase price of the Notes to be purchased by you hereunder:

(a) if you are an insurance company, the Source does not include assets allocated to any separate account maintained by you in which any employee benefit plan (or its related trust) has any interest, other than a separate account that is maintained solely in connection with your fixed contractual obligations under which the amounts payable, or credited, to such plan and to any participant or beneficiary of such plan (including any annuitant) are not affected in any manner by the investment performance of the separate account; or

(d) the Source is a governmental plan; or

(e) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Issuer in writing pursuant to this clause (e); or

(f) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA; or

As used in this Section 6.2, the terms "employee benefit plan", "governmental plan", "party in interest" and "separate account" shall have the respective meanings assigned to such terms in Section 3 of ERISA.

(i) a balance sheet of the Issuer as at the end of such quarter, and

(ii) statements of income, changes in partners' capital and cash flows of the Issuer, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter,

setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Responsible Officer of the Issuer as fairly presenting, in all material respects, the financial position of the entity being reported on and its results of operations and cash flows, subject to changes resulting from year-end adjustments;

(i) a balance sheet of the Issuer, as at the end of such year, and

(ii) statements of income, changes in partners' capital and cash flows of the Issuer for such year,

setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by

(A) an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the entity being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and

(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in

accordance with generally accepted auditing standards or did not make such an audit);

(b) Either Guarantor and any Affiliate of either Guarantor may, at its option, upon notice as provided below, purchase at any time all, or from time to time any part of, the Notes, at 100% of the principal amount so purchased, plus accrued and

unpaid interest on the principal amount so purchased and the Make-Whole Amount determined for the purchase date with respect to such principal amount.

(c) Except with respect to optional repurchases of Notes pursuant to an Effective Cure, the Issuer or the applicable Guarantor, as the case may be, will give each holder of Notes written notice of each optional prepayment or purchase under this Section 8.2 not less than 30 days and not more than 60 days prior to the date fixed for such prepayment or purchase. Each such notice shall specify such date, the aggregate principal amount of the Notes to be prepaid or purchased on such date, the principal amount of each Note held by such holder to be prepaid or purchased (determined in accordance with Section 8.3), and the interest to be paid on the prepayment or purchase date with respect to such principal amount being prepaid or purchased, and shall be accompanied by a certificate of a Responsible Officer as to the estimated Make-Whole Amount due in connection with such prepayment or purchase (calculated as if the date of such notice were the date of the prepayment or purchase), setting forth the details of such computation. Two Business Days prior to such prepayment or purchase, the Issuer or the Guarantor, as the case may be, shall deliver to each holder of Notes a certificate of a Responsible Officer specifying the calculation of such Make-Whole Amounts as of the specified prepayment or purchase date.

(e) Each of the holders of a Note agrees to sell to any Guarantor or Person succeeding to a Guarantor as descnbed in Section 8.2(d)(ii) or any Affiliate of any thereof pursuant to this Section 82 or Section 2.2 of such Guarantor's Guarantee, all, or from time to time, any part of, its Notes, at a purchase price equal to 100% of the principal amount so purchased, plus accrued and unpaid interest on the principal amount so purchased and the Make-Whole Amount (if any) with respect to such principal amount of Notes so purchased, as provided in this Section 8.2 or such Section 22.

subsection (d) thereof), the principal amount of the Notes to be prepaid or purchased shall be allocated among all of the Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayments or purchase.

(b) In the case of each partial prepayment of the Notes pursuant to
Section 8.2(d), the prepayment amount shall be allocated to repay in full all of the Notes of such nonconsenting holders of Notes.

(b) All overdue amounts of principal, interest, Make-Whole Amount or any other amount shall bear interest at the Default Rate, payable on demand by the holder of the relevant Note.

(b) All such insurance shall (i) provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least 30 days after receipt by the Collateral Agent of written notice thereof, (ii) name the Collateral Agent as an additional insured party or lost payee, (iii) include deductibles as are Prudent and (iv) provide that upon any casualty or condemnation resulting in a claim under an insurance policy or insurance policies in excess of $15,000,000, then such amount shall be given to the Collateral Agent to be applied as set forth in Section 4.7(b) of the Collateral Agreement.

(c) The Grantor shall deliver to the Collateral Agent and the holders reports of one or more reputable insurance brokers of the individual insurance companies with respect to such insurance as the Collateral Agent may from time to time reasonably request.

proceedings and with respect to which the Issuer has established adequate reserves in accordance with GAAP or where the failure to so file, so withhold or so pay would not, individually or in the aggregate, be reasonably expected to have an Issuer Material Adverse Effect.

principal amount of the Notes outstanding request to be removed, shall be conclusively deemed to be reasonably expected to have a material adverse effect on the operation or value of the Real Property and/or the other Collateral located thereon.

(b) unless otherwise released by the Noteholders, each Guarantor shall have delivered to each holder an executed confirmation from such Guarantor that such Guarantee continues to be valid, binding and enforceable, and

(c) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing.

No such conveyance, transfer or lease of substantially all of the assets of the Issuer shall have the effect of releasing the Issuer or any successor entity that shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability under this Agreement or the Notes.

(A) the Issuer shall make, or cause to be made, effective provision whereby the Notes will be equally and ratably secured by Liens on the relevant Expansion Property so long as such Expansion Debt shall be so secured, such security to be pursuant to the Collateral Agreement;

(B) unless the Issuer and the Expansion Lenders agree otherwise, Liens on the Collateral in favor of the Expansion Lenders to secure such Expansion Debt shall be equal and ratable Liens of the same priority as of the Liens on the Collateral which secure the Notes, such security to be pursuant to the Collateral Agreement; and

(C) the initial principal amount of Expansion Debt will not exceed 95% of the cost of the Expansion (including financing costs);

(ii) Liens for property taxes and assessments or governmental charges or levies which are not yet due and payable and with respect to which adequate reserves are reflected on the books and records of the Issuer;

(iii) Liens of or resulting from any judgment or award, the time for the appeal or petition for rehearing of which shall not have expired, or in respect of which the Issuer shall at any time in good faith be prosecuting an appeal or proceeding for a review;

(v) survey exceptions or encumbrances, easements or reservations, or rights of others for rights-of-way, utilities and other similar purposes, or zoning or other restrictions as to the use of real properties, which are necessary for the conduct of the activities of the Issuer or which customarily exist on properties of corporations engaged in similar activities and similarly situated and which do not in any event materially impair their use in the operation of the business of the Issuer;

(x) Liens identified on Schedule 5 of the Collateral Agreement; and

(xi) other Liens on property of the Issuer representing at any one time in the aggregate not more than $2,000,000.

(a) the Issuer defaults in the payment of any principal of any Note when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise; or

(b) the Issuer defaults in the payment of any interest or Make-Whole Amount, if any, on any Note for more than five Business Days after the same becomes due and payable; or

(c) the Issuer defaults in the performance of or compliance with any term contained in Section 7.1(c), Section 10.1, Section 10.2, Section 10.3,
Section 10.4 or Section 10.5; or

(e) any representation or warranty made in writing by or on behalf of the Issuer in this Agreement or any Related Document to which it is a party or in any writing furnished in connection with the transactions contemplated hereby proves to have been false or incorrect in any material respect on the date as of which made; or

(g) the occurrence of a Bankruptcy Event with respect to the Issuer; or

(i) any security interest purported to be created by the Mortgage or the Collateral Agreement shall cease to be, or shall be asserted by the Issuer or either Guarantor not to be, a valid, perfected, first priority (except as otherwise provided in this Agreement or any other Related Document) security interest on the property or the Collateral purported to be covered thereby; or

(j) following the occurrence of a Bankruptcy Event with respect to either Guarantor, the Issuer is not in compliance with Section 10.6 and such non-compliance continues for ten Business Days without the occurrence of an Effective Cure; or

(k) the occurrence of a Bankruptcy Event with respect to either Guarantor after, or at the same time as, a Bankruptcy Event shall have occurred with respect to the other Guarantor; or

Except as expressly provided in this Agreement or any other Related Document, no Guarantor Event of Default shall constitute, per se, a Default or Event of Default, and no breach by a Guarantor of any representation or covenant under any Guarantee (including any obligation to make payment on or with respect to the Notes) shall constitute, per se, a Default or Event of Default.

(b) If an Event of Default described in clause (j) of Section 11 has occurred, all the Notes then outstanding shall automatically become immediately due and payable upon the expiration of the ten Business Day period referred to therein.

(c) If an Event of Default described in clause (l) of Section 11 has occurred, the holders of at least a majority in principal amount of the Notes outstanding may at any time at its or their option, by notice or notices to the Issuer, declare the principal amount of all the Notes then outstanding of the affected Series to be immediately due and payable.

(d) If any other Event of Default has occurred and is continuing, the holders of at least a majority in principal amount of the Notes outstanding may at any

time at its or their option, by notice or notices to the Issuer, declare all the Notes then outstanding to be immediately due and payable.

(e) If any Event of Default described in clause (a) or (b) of Section 11 has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Issuer, declare all the Notes held by it or them to be immediately due and payable.

Guarantor, no Note of any Series will be assigned, conveyed, encumbered or otherwise transferred by you or any other holder unless a Note of the other Series in a principal amount proportionate to the principal amount of such other Series held by you is simultaneously assigned, conveyed, encumbered or otherwise transferred by you or such other holder to the same Person.

(b) in the case of mutilation, upon surrender and cancellation thereof,

the Issuer at its own expense shall execute and deliver, in lieu thereof, a new Note of the same Series, dated and bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon.

(b) The Issuer agrees to pay, and to save any holder harmless from, any and all liabilities with respect to (or resulting from any delay in paying) any and all stamp, documentary, excise, sales or other similar taxes, assessments, levies or governmental charges (other than income taxes and franchise taxes) required to be paid with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the Related Documents and any other documents contemplated by this Agreement or the Related Documents.

(c) Without limiting the above, the Issuer will pay, promptly upon receipt of any reasonably detailed supplemental statements therefor, additional fees, charges and disbursements of your special counsel, Debevoise & Plimpton, in connection with the Closing (including unposted disbursements as of the date of the Closing) and attention to post-Closing matters relating to the Closing.

(b) Upon the timely occurrence of an Effective Cure described in clause (x) or(y) of the definition thereof following an Event of Default described in clause (j) of Section 11, all rights and remedies of the holders under the Bankrupt Guarantor's Guarantee shall be automatically assigned to the Non-Defaulting Guarantor and the Non-Defaulting Guarantor, and not the holders, the Required Holders nor the

Collateral Agent, shall have the right to consent to any amendment or waiver of the Bankrupt Guarantor's Guarantee.

the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by the Issuer or any Guarantor or any of their respective Affiliates shall be deemed not to be outstanding. No payment of principal, interest or Make-Whole Amount with respect to any Note held by any Guarantor (or any Affiliate of any Guarantor) shall be made by the Issuer except to the extent otherwise permitted by the terms of the Subordination Agreement.

(i) if to you or your nominee, to you or it at the address specified for such communications in Schedule A, or at such other address as you or it shall have specified to the Issuer in writing,

(ii) if to any other holder of any Note, to such holder at such address as such other holder shall have specified to the Issuer in writing, or

(iii) if to the Issuer, to the Issuer at its address set forth in Exhibit 18 hereto, or at such other address as the Issuer shall have specified to the holder of each Note in writing.

Notices under this Section 18 will be deemed given only when actually received.

any other holder of Notes from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.

(a) submit in any legal action or proceeding relating to this Agreement and the other Issuer Related Documents, or for recognition and enforcement of any judgment in respect thereof, whether in tort or in contract or at law or in equity, to the exclusive general jurisdiction of the Courts of the State of

New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof,

(b) consent that any such action or proceeding may be brought in such courts and waive any objection that it or you may now or hereafter have to the venue of any such action or proceeding brought in any such Court or that such action or proceeding was brought in an inconvenient court and agree not to plead or claim the same;

(c) agree that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (return receipt requested), postage prepaid, to the Issuer at its address referred to in Exhibit 18 or at your address referred to in Schedule A or at such other address of which the Issuer or the Noteholders shall have been notified pursuant thereto; and

(d) agree that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction.

* * * * *

If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Issuer, whereupon the foregoing shall become a binding agreement between you and the Issuer.

Very truly yours,

SUNBELT CHLOR ALKALI
PARTNERSHIP

By: 1997 CHLORALKALI VENTURE
INC., as General Partner

By: /s/ Jean M. Miklosko
   ------------------------------
   Name: Jean M. Miklosko
   Title: Assistant Treasurer

By: OLIN SUNBELT, INC.,
as General Partner

By: /s/ Hassan Arabghani
   ------------------------------
   Name: Hassan Arabghani
   Title: VP

The foregoing is hereby
agreed to as of the
date thereof.

NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Issuer, whereupon the foregoing shall become a binding agreement between you and the Issuer.

Very truly yours,

SUNBELT CHLOR ALKALI
PARTNERSHIP

By: 1997 CHLORALKALI VENTURE
INC., as General Partner

Title:

By: OLIN SUNBELT, INC.,
as General Partner

Title:

The foregoing is hereby
agreed to as of the
date thereof.

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

By: /s/ A. Kipp Koester
   -------------------------------
     Name: A. Kipp Koester
     Title: Vice President

If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Is suer, whereupon the foregoing shall become a binding agreement between you and the Issuer.

Very truly yours,

SUNBELT CHLOR ALKALI PARTNERSHIP

By: 1997 CHLORALKALI VENTURE
INC., as General Partner

By: /s/ Jean M. Miklosko
   ------------------------------
   Name: Jean M. Miklosko
   Title: Assistant Treasurer

By: OLIN SUNBELT, INC.,
as General Partner

By: /s/ Hassan Arabghani
   ------------------------------
   Name: Hassan Arabghani
   Title: VP

The foregoing is hereby
agreed to as of the
date thereof.

GUARDIAN LIFE INSURANCE COMPANY OF AMERICA

If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Issuer, whereupon the foregoing shall become a binding agreement between you and the Issuer.

Very truly yours,

SUNBELT CHLOR ALKALI PARTNERSHIP

By: 1997 CHLORALKALI VENTURE
INC., as General Partner

Title:

By: OLIN SUNBELT, INC.,
as General Partner

Title:

The foregoing is hereby
agreed to as of the
date thereof.

GUARDIAN LIFE INSURANCE COMPANY OF AMERICA

By: /s/ Thomas M. Donohue
   -------------------------------
   Name: Thomas M. Donohue
   Title: Vice President

If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Issuer, whereupon the foregoing shall become a binding agreement between you and the Issuer.

Very truly yours,

SUNBELT CHLOR ALKALI PARTNERSHIP

By: 1997 CHLORALKALI VENTURE
INC., as General Partner

By: /s/ Jean M. Miklosko
   ------------------------------
   Name: Jean M. Miklosko
   Title: Assistant Treasurer

By: OLIN SUNBELT, INC.,
as General Partner

By: /s/ Hassan Arabghani
   ------------------------------
   Name: Hassan Arabghani
   Title: Vice President

The foregoing is hereby
agreed to as of the
date thereof.

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Issuer, whereupon the foregoing shall become a binding agreement between you and the Issuer.

Very truly yours,

SUNBELT CHLOR ALKALI PARTNERSHIP

By: 1997 CHLORALKALI VENTURE
INC., as General Partner

Title:

By: OLIN SUNBELT, INC.,
as General Partner

Title:

The foregoing is hereby
agreed to as of the
date thereof.

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

By: /s/ Richard E. Spencer II
    -------------------------------
    Name:  Richard E. Spencer II
    Title: Managing Director

If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Issuer, whereupon the foregoing shall become a binding agreement between you and the Issuer.

Very truly yours,

SUNBELT CHLOR ALKALI PARTNERSHIP

By: 1997 CHLORALKALI VENTURE
INC., as General Partner

By: /s/ Jean M. Miklosko
    -----------------------------
    Name:  Jean M. Miklosko
    Title: Assistant Treasurer

By: OLIN SUNBELT, INC.,
as General Partner

By: /s/ Hassan Arabghani
    -----------------------------
    Name:  Hassan Arabghani
    Title: Vice President

The foregoing is hereby
agreed to as of the
date thereof.

MUTUAL INSURANCE COMPANY OF NEW YORK

If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Issuer, whereupon the foregoing shall become a binding agreement between you and the Issuer.

Very truly yours,

SUNBELT CHLOR ALKALI PARTNERSHIP

By: 1997 CHLORALKALI VENTURE
INC., as General Partner

Title:

By: OLIN SUNBELT, INC.,
as General Partner

Title:

The foregoing is hereby
agreed to as of the
date thereof.

THE MUTUAL INSURANCE COMPANY OF NEW YORK

By: /s/ Barry J. Scheinholtz
    ------------------------------
    Name:  Barry J. Scheinholtz
    Title: Investment Vice President

If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Issuer, whereupon the foregoing shall become a binding agreement between you and the Issuer.

Very truly yours,

SUNBELT CHLOR ALKALI PARTNERSHIP

By: 1997 CHLORALKALI VENTURE
INC., as General Partner

By: /s/ Jean M. Miklosko
    -----------------------------
    Name:  Jean M. Miklosko
    Title: Assistant Treasurer

By: OLIN SUNBELT, INC.,
as General Partner

By: /s/ Hassan Arabghani
    -----------------------------
    Name:  Hassan Arabghani
    Title: Vice President

The foregoing is hereby
agreed to as of the
date thereof.

AID ASSOCIATION FOR LUTHERANS

If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Issuer, whereupon the foregoing shall become a binding agreement between you and the Issuer.

Very truly yours,

SUNBELT CHLOR ALKALI PARTNERSHIP

By: 1997 CHLORALKALI VENTURE
INC., as General Partner

Title:

By: OLIN SUNBELT, INC.,
as General Partner

Title:

The foregoing is hereby
agreed to as of the
date thereof.

AID ASSOCIATION FOR LUTHERANS

By: /s/ James Abitz
    ------------------------------
    Name:  James Abitz
    Title: Vice President-Investments

If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Issuer, whereupon the foregoing shall become a binding agreement between you and the Issuer.

Very truly yours,

SUNBELT CHLOR ALKALI PARTNERSHIP

By: 1997 CHLORALKALI VENTURE
INC., as General Partner

By: /s/ Jean M. Miklosko
    -----------------------------
    Name:  Jean M. Miklosko
    Title: Assistant Treasurer

By: OLIN SUNBELT, INC.,
as General Partner

By: /s/ Hassan Arabghani
    -----------------------------
    Name:  Hassan Arabghani
    Title: Vice President

The foregoing is hereby
agreed to as of the
date thereof.

ALLSTATE LIFE INSURANCE COMPANY

If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Issuer, whereupon the foregoing shall become a binding agreement between you and the Issuer.

Very truly yours,

SUNBELT CHLOR ALKALI PARTNERSHIP

By: 1997 CHLORALKALI VENTURE
INC., as General Partner

Title:

By: OLIN SUNBELT, INC.,
as General Partner

Title:

The foregoing is hereby
agreed to as of the
date thereof.

ALLSTATE LIFE INSURANCE COMPANY

By: /s/ Patricia W. Wilson
    ------------------------------
     Name:   Patricia W. Wilson
     Title:  Authorized Signatory


By: /s/ Ronald A. Mendel
    ------------------------------
     Name:   Ronald A. Mendel
     Title:  Authorized Signatory

If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Issuer, whereupon the foregoing shall become a binding agreement between you and the Issuer.

Very truly yours,

SUNBELT CHLOR ALKALI PARTNERSHIP

By: 1997 CHLORALKALI VENTURE
INC., as General Partner

By:   /S/ Jean M. Miklosko
   --------------------------------
     Name:  Jean M. Miklosko
     Title: Assistant Treasurer

By: OLIN SUBBELT, INC.,
as General Partner

By: /s/ Hassan Arabghani
   --------------------------------
     Name:  Hassan Arabghani
     Title: VP

The foregoing is hereby
agreed to as of the
date thereof.

GENERAL AMERICAN LIFE INSURANCE COMPANY

By: Conning Asset Management

If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Issuer, whereupon the foregoing shall become a binding agreement between you and the Issuer.

Very truly yours,

SUNBELT CHLOR ALKALI PARTNERSHIP

By: 1997 CHLORALKALI VENTURE
INC., as General Partner

Title:

By: OLIN SUNBELT, INC.,
as General Partner

Title:

The foregoing is hereby
agreed to as of the
date thereof.

GENERAL AMERICAN LIFE INSURANCE COMPANY

By: Conning Asset Management

By: /s/ Douglas R. Koester
   --------------------------------
   Name:  Douglas R. Koester
   Title: Sr. Vice President
          Conning Asset Management Co.

If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Issuer, whereupon the foregoing shall become a binding agreement between you and the Issuer.

Very truly yours,

SUNBELT CHLOR ALKALI PARTNERSHIP

By: 1997 CHLORALKALI VENTURE
INC., as General Partner

By: /s/ Jean M. Miklosko
   --------------------------------
   Name:  Jean M. Miklosko
   Title: Assistant Treasurer

By: OLIN SUNBELT, INC.,
as General Partner

By: /s/ Hassan Arabghani
   --------------------------------
   Name:  Hassan Arabghani
   Title: VP

The foregoing is hereby
agreed to as of the
date thereof.

RGA REINSURANCE COMPANY

By: Conning Asset Management

If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Issuer, whereupon the foregoing shall become a binding agreement between you and the Issuer.

Very truly yours,

SUNBELT CHLOR ALKALI PARTNERSHIP

By: 1997 CHLORALKALI VENTURE
INC., as General Partner

Title:

By: OLIN SUNBELT, INC.,
as General Partner

Title:

The foregoing is hereby
agreed to as of the
date thereof.

RGA REINSURANCE COMPANY

By: Conning Asset Management

By: /s/ Douglas R. Koester
   --------------------------------
   Name:  Douglas R. Koester
   Title: Sr. Vice President
          Conning Asset Management Co.

If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Issuer, whereupon the foregoing shall become a binding agreement between you and the Issuer.

Very truly yours,

SUNBELT CHLOR ALKALI PARTNERSHIP

By: 1997 CHLORALKALI VENTURE
INC., as General Partner

By: /s/ Jean M. Miklosko
   --------------------------------
     Name: Jean M. Miklosko
     Title: Assistant Treasurer

By: OLIN SUNBELT, INC.,
as General Partner

By: /s/ Hassan Arabghani
   --------------------------------
     Name: Hassan Arabghani
     Title: VP

The foregoing is hereby
agreed to as of the
date thereof.

SECURITY MUTUAL LIFE INSURANCE COMPANY OF NEW YORK

By: Conning Asset Management

If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Issuer, whereupon the foregoing shall become a binding agreement between you and the Issuer.

Very truly yours,

SUNBELT CHLOR ALKALI PARTNERSHIP

By: 1997 CHLORALKALI VENTURE
INC., as General Partner

Title:

By: OLIN SUNBELT, INC.,
as General Partner

Title:

The foregoing is hereby
agreed to as of the
date thereof.

SECURITY MUTUAL LIFE INSURANCE COMPANY OF NEW YORK

By: Conning Asset Management

By: /s/ Douglas R. Koester
   --------------------------------
      Name:  Douglas R. Koester
             Sr. Vice President
             Conning Asset Management Co.

If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Issuer, whereupon the foregoing shall become a binding agreement between you and the Issuer.

Very truly yours,

SUNBELT CHLOR ALKALI PARTNERSHIP

By: 1997 CHLORALKALI VENTURE
INC., as General Partner

By: /s/ Jean M. Miklosko
   --------------------------------
     Name: Jean M. Mikloske
     Title: Treasurer

By: OLIN SUNBELT, INC.,
as General Partner

By: /s/ Hassan Arabghani
   --------------------------------
     Name: Hassan Arabghani
     Title: VP

The foregoing is hereby
agreed to as of the
date thereof.

JEFFERSON-PILOT LIFE INSURANCE COMPANY

If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Issuer, whereupon the foregoing shall become a binding agreement between you and the Issuer.

Very truly yours,

SUNBELT CHLOR ALKALI PARTNERSHIP

By: 1997 CHLORALKALI VENTURE
INC., as General Partner

Title:

By: OLIN SUNBELT, INC.,
as General Partner

Title:

The foregoing is hereby
agreed to as of the
date thereof.

JEFFERSON-PILOT LIFE INSURANCE COMPANY

By: /s/ Janes E. McDonald
   --------------------------------
      Name:   James E. McDonald, Jr.
      Title:  Second Vice President - Securities

EXHIBIT 99.6

GUARANTEE

made by

OLIN CORPORATION

in favor of

THE PURCHASERS

of

SUNBELT CHLOR ALKALI PARTNERSHIP

GUARANTEED SECURED SENIOR NOTES DUE 2017

SERIES O

Dated as of December 22, 1997

                                TABLE OF CONTENTS

                                                                            Page

                                    ARTICLE I
                                  DEFINED TERMS

Section 1.1. Definitions ....................................................  1
Section 1.2. Other Definitional Provisions ..................................  7

                                   ARTICLE II
                                    GUARANTEE

Section 2.1. Guarantee ......................................................  8
Section 2.2. Mandatory Purchase and Optional Purchases ......................  8
Section 2.3. Right of Contribution ..........................................  9
Section 2.4. Limitation on Contribution and Subrogation .....................  9
Section 2.5. Amendments, etc. with respect to the Issuer Obligations ........ 10
Section 2.6. Guarantee Absolute and Unconditional ........................... 11
Section 2.7. Reinstatement .................................................. 14
Section 2.8. Payments ....................................................... 14
Section 2.9. Ranking ........................................................ 14

                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

Section 3.1. Organization; Power and Authority .............................. 14
Section 3.2. Authorization, etc. ............................................ 15
Section 3.3. Disclosure ..................................................... 15
Section 3.4. Financial Statements ........................................... 15
Section 3.5. Compliance with Laws, Other Instruments, etc. .................. 16
Section 3.6. Governmental Authorizations, etc. .............................. 16
Section 3.7. Status under Certain Statutes .................................. 16

                                   ARTICLE IV
                                    COVENANTS

Section 4.1. Limitations on Liens ........................................... 17
Section 4.2. Limitation on Sale and Leaseback ............................... 19
Section 4.3. Statement by Responsible Officers as to Default ................ 20

Section 4.4. Further Instruments and Acts ................................... 20
Section 4.5. Consolidation, Merger, Sale or Conveyance ...................... 20
Section 4.6. Financial and Business Information; SEC and Other Reports ...... 21
Section 4.7. Inspection ..................................................... 22

                                    ARTICLE V
                                  MISCELLANEOUS

Section 5.1. Amendments in Writing .......................................... 23
Section 5.2. Notices ........................................................ 24
Section 5.3. No Waiver by Course of Conduct, Cumulative Remedies ............ 24
Section 5.4. Enforcement Expenses, Indemnification .......................... 24
Section 5.5. Successors and Assigns ......................................... 25
Section 5.6. Counterparts ................................................... 25
Section 5.7. Severability ................................................... 25
Section 5.8. Section Headings ............................................... 26
Section 5.9. Integration .................................................... 26
Section 5.10. Governing Law ................................................. 26
Section 5.11. Litigation; Waivers ........................................... 26
Section 5.12. WAIVER OF JURY TRIAL .......................................... 27

SCHEDULES

Schedule 3.3 - DISCLOSURE OF ADDITIONAL INFORMATION
Schedule 5.2 - NOTICE ADDRESSES OF GUARANTOR

EXHIBIT A

Item 3.

Secured Party:

Wilmington Trust Company, as
Collateral Agent under the Collateral
Agreement (as defined below), acting on
behalf of the holders from time to time
of the Notes referred to in the Note
Purchase Agreements (as defined below)

Address of Secured Party:

Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001

Item 5.

Reference is hereby made to the Note Purchase Agreements, dated as of December 22, 1997 (as the same may be amended, supplemented or otherwise modified from time to time, the "Note Purchase Agreements"), among the Debtor, as Issuer, and the respective Purchasers named therein, and to the Collateral Agreement, dated as of December 22, 1997 (as the same may be amended, supplemented or otherwise modified from time to time, the "Collateral Agreement"), among the Debtor, as Grantor, and the Secured Party, as Collateral Agent on behalf of the holders from time to time of the Notes referred to in the Note Purchase Agreements.

GUARANTEE

WHEREAS, pursuant to the Note Purchase Agreements, each of the Purchasers has severally agreed to purchase its respective Series O Notes upon the terms and subject to the conditions set forth therein;

WHEREAS, the Issuer is a Delaware general partnership between a Subsidiary of the Guarantor and a Subsidiary of Geon; and

WHEREAS, it is a condition precedent to the obligation of the Purchasers to purchase the Notes under the Note Purchase Agreements that the Guarantor shall have executed and delivered this Guarantee for the ratable benefit of the holders of the Series O Notes;

NOW, THEREFORE, in consideration of the premises and to induce the Purchasers to enter into the Note Purchase Agreements and to induce the Purchasers to purchase their respective Notes, the Guarantor hereby agrees with each Purchaser, for the ratable benefit of the Purchasers and the holders of the Series O Notes, as follows:

ARTICLE I
DEFINED TERMS

(b) The following terms shall have the following meanings:

(a) the Guarantor defaults in the payment of any Guarantor Obligation for more than five Business Days after the same becomes due and payable; or

(c) any representation or warranty made in writing by or on behalf of the Guarantor in this Guarantee or any Related Document to which it is a party or in any writing furnished in connection with the transactions contemplated hereby proves to have been false or incorrect in any material respect on the date as of which made; or

Subsidiaries to so purchase or repay an aggregate principal amount of at least $25,000,000 of Debt; or

(e) the occurrence of a Bankruptcy Event with respect to the Guarantor or any of the Guarantor's Significant Subsidiaries;

(g) the Guarantee of the Guarantor shall cease to be in full force and effect or the Guarantor or any person acting on behalf of the Guarantor shall contest in any manner the validity, binding nature or enforceability of this Guarantee.

the Issuer in respect of the Series G Notes (including, without limitation, interest accruing at the then applicable rate provided in the Note Purchase Agreements after the maturity of the Series G Notes and interest accruing at the then applicable rate provided in the Note Purchase Agreements after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Issuer, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and Make-Whole Amount, if any, on the Series G Notes.

(b) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

ARTICLE II
GUARANTEE

(b) The guarantee contained in this Article II shall be a continuing guarantee and remain in full force and effect until all the Guarantor Obligations shall have been satisfied by cash payment in full, subject to reinstatement pursuant to Section 2.7.

(c) The Guarantor or an Affiliate of the Guarantor or the Person referred to in Section 8.2(d) of the Note Purchase Agreements may at any time purchase the Notes held by the non-consenting holders as provided in Section 8.2.(d) of the Note Purchase Agreements.

(d) The Guarantor will not purchase, redeem, prepay or otherwise acquire, directly or indirectly, any or all of the outstanding Notes (including as all or any part of a Series) except upon the purchase, redemption, payment or prepayment of the Notes in accordance with the terms of this Guarantee and the Note Purchase Agreement or pursuant to an offer made pro rata and on the same terms to the holders of all of the Notes.

(e) Any Notes purchased by the Guarantor pursuant to this Section shall be held by it (or its Affiliates) subject to Section 17.4 of the Note Purchase Agreements and the Subordination Agreement.

Agent and the Noteholders, segregated from other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Collateral Agent in the exact form received by the Guarantor (duly indorsed by the Guarantor to the Collateral Agent, if required), to be applied against the Issuer Obligations, whether matured or unmatured, in such order as the Collateral Agent may determine.

(i) any amendment of or change in, or termination or waiver of, any of the Related Documents (other than by an effective agreement in writing expressly amending this Guarantee as provided in Section 5.1);

(ii) any furnishing, acceptance or release of any of the Issuer Obligations;

(iii) any failure, omission or delay on the part of the Issuer to conform or comply with any term of any of the Related Documents or any other instrument or agreement referred to in paragraph (i) above;

(iv) any waiver of the payment, performance or observance of any of the obligations, conditions, covenants or agreements contained in any Related Document (other than by an effective agreement in writing expressly waiving any provision of this Guarantee as provided in Section 5.1), or any other waiver, consent, extension, indulgence, compromise, settlement, release or other action or inaction under or in respect of any of the Related Documents or any other instrument or agreement referred to in paragraph (i) above;

(v) any failure, omission or delay on the part of any Noteholder to enforce, assert or exercise any right, power or remedy conferred on it in this Guarantee;

(vi) any voluntary or involuntary bankruptcy, insolvency, reorganization, arrangement, readjustment, assignment for the benefit of creditors, composition, receivership, conservatorship, custodianship, liquidation, marshalling of assets and liabilities or similar proceedings with respect to the Issuer or the Guarantor or any other person or any of their respective properties or creditors, or

any action taken by any trustee or receiver or by any court in any such proceeding;

(vii) any limitation on the liability or obligations of the Issuer or the Guarantor or any other person under any of the Related Documents, or any discharge, termination, cancellation, frustration, irregularity, invalidity or unenforceability, in whole or in part, of any of the Related Documents or any other agreement or instrument referred to in paragraph (i) above or any term hereof,

(viii) any merger or consolidation of the Issuer or the Guarantor into or with any other corporation, or any sale, lease or transfer of any of the assets of the Issuer or the Guarantor to any other person;

(ix) any change in the ownership or partnership structure of the Issuer, or any change in the corporate relationship between the Issuer and the Guarantor, or any termination of such relationship; or

(x) any other occurrence, circumstance, happening or event whatsoever, whether similar or dissimilar to the foregoing, whether foreseen or unforeseen, and any other circumstance which might otherwise constitute a legal or equitable defense or discharge of the liabilities of a guarantor or surety or which might otherwise limit recourse against the Guarantor.

When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Guarantor, the Collateral Agent or any Noteholder may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Issuer, any Other Guarantor or any other Person or against any collateral security or guarantee for any of the Issuer Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any Noteholder to make any such demand, to pursue such other rights or remedies or to collect any payments from any Issuer, any Other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Issuer, any Other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve the Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent or any Noteholder against the Guarantor. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedings.

ARTICLE III
REPRESENTATIONS AND WARRANTIES

To induce the Purchasers to enter into the Note Purchase Agreements and to induce the Purchasers to purchase the Notes thereunder, the Guarantor hereby represents and warrants to the Collateral Agent, each Purchaser and each Noteholder that:

jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Guarantor Material Adverse Effect. The Guarantor has the corporate power and authority to execute and deliver this Guarantee and to perform the provisions thereof.

consolidated results of its operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments).

ARTICLE IV
COVENANTS

The Guarantor covenants and agrees with the Collateral Agent, the Purchasers and the Noteholders that, from and after the date of this Guarantee until all the Guarantor Obligations shall have been satisfied by cash payment in full:

(i) Mortgages existing on the date of this Guarantee;

(ii) Mortgages affecting property of a corporation existing at the same time it becomes a Restricted Subsidiary or at the time it is merged into or consolidated with the Guarantor or a Restricted Subsidiary;

(iv) Mortgages on property to secure all or part of the cost of repairing, altering, constructing, improving, exploring, drilling or developing such property, or to secure Debt incurred to provide funds for any such purpose;

(v) Mortgages in connection with non-recourse Debt;

(vi) Mortgages on current assets or other personal property (other than shares of stock or indebtedness of Subsidiaries) to secure loans maturing not more than one year from the date of the creation thereof or to secure any renewal thereof for not more than one year at any one time;

(vii) Mortgages which secure indebtedness owing by a Restricted Subsidiary to the Guarantor or a Subsidiary;

(viii) Mortgages on property of any Restricted Subsidiary principally engaged in a financing or leasing business;

(ix) Mortgages incurred which do not in the aggregate materially detract from the value of the property or assets affected thereby or materially impair the use of such property or assets in the operation of its business;

(x) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Mortgage referred to in the foregoing or of any Debt secured thereby, provided that the principal amount of Debt secured thereby shall not, with respect to Mortgages referred to in clauses (i) through (iv) above, exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement Mortgage shall be limited to all or part of substantially the same property which secured the Mortgage extended, renewed or replaced (plus improvements on such property).

(c) For the purposes of Sections 4.1 and 4.2, the following types of transactions, among others, shall not be deemed to create Debt secured by a Mortgage:

(2) a Mortgage in favor of the United States of America, any of its territories or possessions, or any state thereof, or any department,

agency, instrumentality or political subdivision of any thereof, or any department, agency or instrumentality of any such political subdivision, to secure partial progress, advance or other payments pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of constructing or improving the property subject to such Mortgage.

Attributable Debt in respect of Sale and Leaseback Transactions existing at such time (other than Sale and Leaseback Transactions permitted because the Guarantor would be entitled to incur, assume or guarantee Debt secured by a Mortgage on the property to be leased without equally and ratably securing the Guarantor Obligations and other than Sale and Leaseback Transactions the proceeds of which have been applied in accordance with clause (ii) of the preceding paragraph
(a)), does not at the time exceed 10% of Consolidated Net Tangible Assets.

corporation, such successor corporation shall succeed to and be substituted for the Guarantor, with the same effect as if it had been named herein as the party of the first part and the predecessor corporation shall be relieved of any further obligation under this Guarantee.

(i) a consolidated balance sheet of the Guarantor as at the end of such quarter, and

(ii) consolidated statements of income, changes in stockholders' equity and cash flows of the Guarantor, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter,

(b) within 120 days after the end of each fiscal year of the Guarantor ending after the date hereof, a copy of:

(i) a consolidated balance sheet of the Guarantor, as at the end of such year, and

(ii) consolidated statements of income, changes in stockholders' equity and cash flows of the Guarantor, for such year.

to coordinate their inspections so as not to cause an unnecessary burden on the Guarantor.

ARTICLE V
MISCELLANEOUS

(b) The Guarantor will not and will not permit any of its Affiliates to pay or cause to be paid, directly or indirectly, any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security, to any holder of Notes as consideration for or as an inducement to the entering into by any holder of Notes or any waiver or amendment of any of the terms and provisions hereof or of the Note Purchase Agreements or any other Related Document unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each holder of Notes then outstanding even if such holder did not consent to such waiver or amendment.

(c) The Guarantor will provide each holder of the Notes (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof or of any Related Document. The Guarantor will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of Section 17 of the Note Purchase Agreements to each holder of outstanding Notes promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the Required Holders.

(d) The Guarantor agrees that upon the timely occurrence of an Effective Cure described in clause (x) or (y) of the definition thereof following the occurrence of a Bankruptcy Event with respect to the Guarantor, all rights and remedies of the holders under this Guarantee shall be automatically assigned to the Non-Defaulting Guarantor and the Non-Defaulting Guarantor, and not the holders, the Required Holders or the Collateral Agent, shall have the right to consent to any amendment or waiver of this Guarantee.

(b) The Guarantor agrees to pay, and to save the Collateral Agent, the Purchasers and each Noteholder harmless from, any and all liabilities with respect to (or

resulting from any delay in paying) any and all stamp, documentary, excise, sales or other taxes, assessments, levies or governmental charges (other than income taxes and franchise taxes) which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Guarantee.

(c) The Guarantor agrees to pay, and to save the Collateral Agent, the Purchasers and the Noteholders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, out-of-pocket costs and expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Issuer would be required to do so pursuant to the Collateral Agreement.

(d) The agreements in this Section 5.4 shall survive repayment of the Obligations and all other amounts payable under the Note Purchase Agreements and the other Related Documents. The Guarantor's obligations in this Section 5.4 are in addition to its obligations under Article IV.

(to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

(a) submits in any legal action or proceeding relating to this Guarantee and the other Related Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, whether in tort, in contract or at law or in equity, to the exclusive general jurisdiction of the Courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof;

(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding brought in any such court or the jurisdiction of any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (return receipt requested), postage prepaid, to the Guarantor at its address referred to in

Section 5.2 or at such other address of which the Collateral Agent shall have been notified pursuant thereto; and

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law.

IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee to be duly executed and delivered as of the date first above written.

OLIN CORPORATION

By: /s/ J.M. Pierpont
   -------------------------------
   Title: VP & Treasurer

EXHIBIT 99.7

SUBORDINATION AGREEMENT

THIS SUBORDINATION AGREEMENT (the "Agreement"), made as of this 22nd day of December, 1997, between the parties specified in Schedule 1 (collectively, the "Subordinated Parties") and Wilmington Trust Company, as Collateral Agent for the benefit of the Senior Lenders (as defined below) holding any of the $195,000,000 aggregate principal amount of Guaranteed Senior Secured Notes of the Issuer due 2017 from time to time outstanding (the "Senior Notes") under the several Note Purchase Agreements, each dated as of December 22, 1997 (the "Note Purchase Agreements") between the Issuer and the Purchasers named therein. Capitalized terms used herein without other definition have the respective meanings given in the Note Purchase Agreements.

WHEREAS, the Purchasers will, contemporaneously with the signing of this Agreement, purchase not less than $195,000,000 aggregate principal amount of Senior Notes; and

WHEREAS, the execution and delivery of this Subordination Agreement is a condition, among others, to the Purchasers purchasing the Senior Notes pursuant to the Note Purchase Agreements;

NOW, THEREFORE, to induce the Purchasers to purchase the Senior Notes pursuant to the Note Purchase Agreements and in consideration of the Purchasers' doing so, and for Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Subordinated Parties hereby agree with the Collateral Agent for the benefit of the Senior Lenders, as follows:

1. "Subordinated Debt" shall mean, on any date, any and all - Indebtedness or other obligation of any of the Obligors arising under or in connection with:

(a) Senior Notes held at any time on or prior to such date by a Subordinated Party (or any Affiliate of a Subordinated Party);

(b) any promissory note of the Issuer originally issued to a Guarantor or an Affiliate of such Guarantor, pursuant to Section 9.7 of the Note Purchase Agreements;

(c) any Expansion Debt at any time on or prior to such date held by a Subordinated Party or an Affiliate of such Subordinated Party;

(d) the Guarantee executed by Geon in favor of Olin and Olin Sunbelt, Inc. dated as of August 23, 1996;

(e) the Guarantee executed by Olin in favor of Geon and 1997 Chloralkali Venture Inc. dated as of August 23, 1996; and

(f) other than additional equity investments in the Issuer by one or both Partners (or their respective Affiliates), any relationship, arrangement or undertaking between any Obligor and one or more Subordinated Parties other than in the ordinary course of business and which arises from the equity investment that one Subordinated Party has in another Subordinated Party including, without limitation, any guarantees executed by a Subordinated Party guaranteeing the obligations (payment or otherwise) of an Affiliate of a Subordinated Party to another Subordinated Party.

For the avoidance of doubt, Subordinated Debt on any date shall include, without limitation, any and all Indebtedness or other obligation of any of the Obligors referred to in the preceding sentence irrespective of whether the holder thereof on such date is a Subordinated Party or an Affiliate of a Subordinated Party or any initial or subsequent transferee therefrom.

2. The Subordinated Debt shall be subordinate and junior in right of payment to all Senior Debt (as defined in Section 3), to the extent and in the manner provided in this Agreement.

3. As used in this Agreement, the term "Senior Debt" shall mean (a) any and all Indebtedness and other obligations of the Issuer under the Senior Notes and the related Note Purchase Agreements (other than any such Indebtedness held by a Subordinated Creditor) including, without limitation, the unpaid principal of and

interest (including, without limitation, interest accruing at the then applicable rate provided in the Note Purchase Agreements after the maturity of the Senior Notes and interest accruing at the then applicable rate provided in the Note Purchase Agreements after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Issuer, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and Make Whole Amount, if any, on the Senior Notes and all other obligations and liabilities of the Issuer to the Collateral Agent or any Senior Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Note Purchase Agreements and the other Related Documents to which the Issuer is a party, in each case whether on account of principal, interest, post-filing interest or post-petition interest, Make-Whole Amount, reimbursement obligations, fees, indemnities, out-of-pocket costs and expenses or otherwise (including, without limitation, all reasonable fees and disbursements of counsel to the Collateral Agent or to the Noteholders that are required to be paid by the Issuer pursuant to the terms of any of the foregoing agreements) and (b) any and all Indebtedness and other obligations of the Guarantors under their respective Guarantees (other than any such Indebtedness held by a Subordinated Creditor) whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Guarantees and the other Related Documents to which the Guarantor is a party, in each case whether on account of principal, interest, post-filing interest or post-petition interest, Make-Whole Amount, reimbursement obligations, fees, indemnities, out-of-pocket costs and expenses or otherwise (including, without limitation, all reasonable fees and disbursements of counsel to the Collateral Agent or to the Noteholders that are required to be paid by the Guarantor pursuant to the terms of any of the foregoing agreements). The Senior Debt shall continue to be Senior Debt and entitled to the benefits of these subordination provisions irrespective of any amendment, modification or waiver of any term of the Senior Debt or extension or renewal of the Senior Debt.

4. "Subordinated Creditor" shall mean any holder from time to time of any Subordinated Debt, including, without limitation, any Subordinated Party, any Affiliate of a Subordinated Party and any initial or subsequent transferee therefrom.

5. "Senior Lender" shall mean any holder of Senior Notes except the Subordinated Creditors.

6. (a) No payment under Subordinated Debt shall be made by an Obligor nor shall any Subordinated Creditor accelerate the maturity of or exercise any remedies under such Subordinated Debt, if, at the time of such payment, acceleration

or exercise, or immediately after giving effect thereto, (i) full payment of any amounts then due for principal of, premium, if any, sinking funds and interest on Senior Debt has not been made or duly provided for in cash or (ii) there shall have occurred a Default or an Event of Default and such Default or Event of Default shall not have been cured or waived or shall not have ceased to exist.

(b) If a Guarantor Default or Guarantor Event of Default shall have occurred and be continuing, an Obligor shall not make any payment under any Subordinated Debt held by the defaulting Guarantor or its Affiliates unless full payment of amounts then due for principal of, premium, if any, sinking funds and interest on Senior Debt has been made or duly provided for in cash provided that notwithstanding the above, the occurrence of a Guarantor Default or Guarantor Event of Default shall not prohibit payments by an Obligor under Subordinated Debt held by a non-defaulting Guarantor or its Affiliates if such payments are otherwise permitted under this Agreement.

(c) It is understood and agreed that:

(1) upon the occurrence and continuation of any Event of Default, any Distributions with respect to partnership interests by the Issuer, and

(2) upon the occurrence and continuation of any Guarantor Event of Default relating to a Guarantor, any Distributions with respect to partnership interests by the Issuer payable to such Guarantor or its Subsidiary Partner,

shall be subordinated to Senior Debt to the extent and as provided in
Section 9.7 of the Note Purchase Agreements.

7. In the event of

(a) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to an Obligor, or its property,

(b) any proceeding for the liquidation, dissolution, or other winding up of an Obligor, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings,

(c) any assignment by an Obligor for the benefit of creditors, or

(d) any other marshaling of the assets of an Obligor,

then all Senior Debt of such Obligor shall first be paid in full in cash before any payment or distribution, whether in cash, securities or other property, shall be made by such Obligor or any Affiliate of such Obligor to any Subordinated Creditor on account of any Subordinated Debt. Any payment or distribution, whether in cash, securities or other property, shall be paid or delivered directly to the Senior Lenders in accordance with relevant Percentages then existing until all Senior Debt shall have been paid in full.

8. If any payment or distribution of any character or any security, whether in cash, securities or other property, shall be received by any Subordinated Creditors in contravention of any of the terms hereof and before all the Senior Debt shall have been paid in full, such payment or distribution or security shall be received in trust for the benefit of the Senior Lenders, and shall be promptly paid or delivered or transferred to the Senior Lenders ratably in accordance with the relevant Percentages then existing for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all such Senior Debt in full.

9. No present or future holder of any Senior Debt shall be prejudiced in the right to enforce subordination of the Subordinated Debt by any act or failure to act on the part of any Obligor or any Subordinated Creditor.

10. Subject to the terms hereof, the Subordinated Creditors shall be subrogated, but only to the extent permitted by applicable law, to all rights of the Senior Creditors to receive any further payments or distributions applicable to the Senior Debt until the Subordinated Debt shall be paid in full, and, for the purposes of such subrogation, but only to the extent permitted by applicable law, no payment or distribution received by the Senior Lenders of cash, securities, or other property to which the Subordinated Creditors would have been entitled except for this Agreement shall, as between an Obligor, on the one hand, and a Subordinated Creditor, on the other, be deemed to be a payment or distribution by the Obligor on account of Senior Debt.

Senior Lender to take any action made in good faith as may be necessary or appropriate to effect the subordination provided for herein and appoints each Senior Lender his attorney-in-fact for such purposes.

(b) This Agreement defines the relative rights of the Subordinated Creditors and holders of Senior Debt. Nothing in this Agreement shall:

(i) impair, as between an Obligor and the Subordinated Creditors the obligations of an Obligor which is absolute and unconditional, to pay principal of an interest on the Subordinated Debt in accordance with its terms; or

(ii) affect the relative rights of Subordinated Creditors and Creditors of an Obligor other than holders of Senior Debt.

12. The Senior Lenders may extend, renew, modify or amend the terms of Senior Debt or any security therefor and release, sell or exchange such security and otherwise deal freely with an Obligor to the same extent as could any person, all without notice to or consent of the other Subordinated Creditors and without affecting the liabilities and obligations of the Subordinated Creditors pursuant to the provisions hereof.

13. To the extent permitted by applicable law, the Subordinated Creditors hereby waive (a) notice of acceptance of this Agreement by the Senior Lenders, (b) notice of the existence or creation or nonpayment of all or any of the Senior Debt, and (c) all diligence in the collection or protection of or realization upon the Senior Debt.

14. The Subordinated Creditors hereby agree to cause all instruments evidencing the Subordinated Debt subject to the provisions of this Subordination Agreement to be subject to an appropriate legend to the effect that the indebtedness evidenced by each such instrument is subordinated to the Senior Debt in the manner and to the extent set forth in this Subordination Agreement.

15. The priorities herein specified are applicable irrespective of the time of creation of any Obligor's indebtedness.

16. The Subordinated Parties hereby expressly agree and represent that this Agreement is to induce the Purchasers to purchase the Notes. The provisions hereof shall be binding upon the Affiliates, successors and assigns of the Subordinated Parties and all other holders from time to time of the Subordinated Debt (including,

without limitation, any initial and subsequent transferees from any of the foregoing) and shall inure to the benefit of the Purchasers and all subsequent and other Senior Lenders. It is hereby further agreed that the Senior Lenders may enforce any and all rights derived from this Agreement by suit, either in equity or law, for specific performance of any agreement herein contained or for judgment at law and any other relief whatsoever appropriate to such action or procedure. The Issuer hereby agrees that it will not allow any Senior Note to be registered in the name of any Affiliate, successor or assign or initial or subsequent transferee of a Subordinated Party unless such Affiliate, successor or assign or initial or subsequent transferee first executes a subordination agreement substantially in the form of this Agreement.

17. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

18. Separate counterparts of this Agreement may be executed by any of the parties hereto, each of which shall constitute an original, but all of such counterparts together shall constitute one and the same instrument.

19. This Agreement shall not be amended or modified and no term or provision hereof shall be waived without the express prior written consent of the Required Holders.

20. Each Subordinated Party and the Collateral Agent (on behalf of the Secured Parties) hereby irrevocably and unconditionally:

(a) submits in any legal action or proceeding relating to this Agreement and the other Related Documents to which it is a party or for recognition and enforcement of any judgment in respect thereof, whether in tort or in contract or at law or in equity, to the exclusive general jurisdiction of the Courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof;

(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding brought in any such court or that such

action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (return receipt requested), postage prepaid, (i) to the Issuer at its address referred to in Exhibit 18 to the Note Purchase Agreements; to Olin at its address referred to in Schedule 5.2 to the Olin Guarantee; to Geon at its address referred to in Schedule 5.2 to the Geon Guarantee; to Olin Sunbelt Inc. at its address specified below:

c/o Olin Corporation
501 Merritt 7
P.O. Box 4500
Norwalk, CT 06856-4500
Attn: Treasurer
Facsimile: (203) 750-3231

With copy to:

Olin Corporation
501 Merrit 7
P.O. Box 4500
Norwalk, CT 06856-4500
Attn: Corporate Secretary
Facsimile: (203) 750-3018

to 1997 Chloralkali Venture Inc. at its address specified below:

c/o The Geon Company
One Geon Center
Avon, Ohio 44012
Attn: Secretary
Facsimile: (440) 930-3830

or to each of the above parties at such other address as the Collateral Agent shall have been notified in writing and (ii) to the Collateral Agent at its address referred to in Section 7.2 of the Collateral Agreement or at such other address as the Subordinated Creditors shall have been notified in writing; and

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction.

IN WITNESS WHEREOF, each of the undersigned has caused this Subordination Agreement to be duly executed and delivered as of the date first above written.

SUNBELT CHLOR ALKALI PARTNERSHIP

By: 1997 CHLORALKALI VENTURE, INC.,
as General Partner

By: /s/ Jean M. Miklosko
   ----------------------------
Name: Jean M. Miklosko
Title: Assistant Treasurer

By: OLIN SUNBELT, INC.,
as General Partner

By: /s/ Hassan Arabghani
   ----------------------------
Name: Hassan Arabghani
Title: Vice President

OLIN CORPORATION

By: /s/ J.M. Pierpont
   -----------------------------
Title: VP & Treasurer
      --------------------------

THE GEON COMPANY

By: /s/ Jean M. Miklosko
   -----------------------------
Title: Treasurer
      --------------------------

OLIN SUNBELT, INC.

By: /s/ Hassan Arabghani
   -----------------------------
Title: Vice President
      --------------------------

1997 CHLORALKALI VENTURE, INC.

By: /s/ Jean M. Miklosko
   -----------------------------
Title: Assistant Treasurer
      --------------------------

WILMINGTON TRUST COMPANY, as
Collateral Agent on behalf of the
Senior Lenders

By: /s/ Donald G. Mackelcan
   -----------------------------
Title: Assistant Vice President
      --------------------------

Schedule 1

Sunbelt Chlor Alkali Partnership
The Geon Company
Olin Corporation
1997 Chloralkali Venture Inc.
Olin Sunbelt, Inc.