OLIN CORP (Form: 8-K, Received: 01/19/2018 17:16:27)

SECTION 10.3.

SECTION 10.4.

Effect of Headings

SECTION 10.5.

Indenture and Notes To Be Construed in Accordance with the Laws of the State of New York

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 16, 2018

OLIN CORPORATION

(Exact name of registrant as specified in its charter)

Virginia

1-1070

13-1872319

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

190 Carondelet Plaza, Suite 1530

Clayton, MO

63105

(Address of principal executive offices)

(Zip Code)

(314) 480-1400

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐	Emerging growth company

☐	If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 1.01.

Entry into a Material Definitive Agreement.

Fifth Supplemental Indenture

On January 19, 2018, Olin Corporation (the “Registrant”) issued $550,000,000 aggregate principal amount of 5.000% Senior Notes due 2030 (the “Senior Notes”) pursuant to an indenture, dated as of August 19, 2009, as supplemented from time to time, including by the Fifth Supplemental Indenture, dated as of January 19, 2018, between the Registrant and U.S. Bank National Association, as trustee (the “Fifth Supplemental Indenture”), governing the Senior Notes. The Senior Notes will mature on February 1, 2030, and will have an interest rate of 5.000%. Interest will be paid semi-annually on February 1 and August 1 of each year, beginning on August 1, 2018.

The Registrant may redeem some or all of the Senior Notes at any time prior to February 1, 2024, at a price equal to 100% of the aggregate principal amount of the Senior Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, plus a “make-whole” premium. The Registrant may also redeem some or all of the Senior Notes at any time on or after February 1, 2024, at the redemption prices set forth in the Fifth Supplemental Indenture (including the form of Senior Note), plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, the Registrant may redeem up to 35% of the aggregate principal amount of the Senior Notes at any time prior to February 1, 2021 with the net cash proceeds from certain equity offerings at the redemption price set forth in the Fifth Supplemental Indenture (including the form of Senior Note). The Registrant must offer to purchase the Senior Notes if it experiences a change of control under certain circumstances as set forth in the Fifth Supplemental Indenture. The Senior Notes are not initially guaranteed by any subsidiaries of the Registrant. However, the Fifth Supplemental Indenture requires certain of the Registrant’s subsidiaries to guarantee the Senior Notes in the future if such subsidiaries incur or guarantee certain unsecured debt issued by the Registrant or certain of its subsidiaries. The Fifth Supplemental Indenture provides for customary events of default, including upon nonpayment of principal or interest, breach of covenants and the occurrence of certain insolvency matters (subject in certain cases to cure periods).

The Senior Notes have been registered under the Securities Act of 1933, as amended (the “Act”), under the Registration Statement on Form S-3ASR (Registration No. 333-216461) which became effective March 6, 2017. On January 16, 2018, the Registrant filed with the Securities and Exchange Commission (the “Commission”), pursuant to Rule 424(b)(5) under the Act, its preliminary Prospectus Supplement, dated January 16, 2018, pertaining to the public offering and sale of the Senior Notes. On January 18, 2018, the Registrant filed with the Commission, pursuant to Rule 424(b)(5) of the Act, its final Prospectus Supplement, dated January 16, 2018, pertaining to the public offering and sale of the Senior Notes.

The foregoing description of the Fifth Supplemental Indenture (including the form of Senior Note) does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth Supplemental Indenture (including the Form of Senior Note), which is attached hereto as Exhibit 4.1 and incorporated by reference herein.

Underwriting Agreement

In connection with the issuance of the Senior Notes, on January 16, 2018, the Registrant entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., as representative of the several underwriters named therein (the “Underwriters”), pursuant to which the Underwriters agreed to purchase the Senior Notes from the Registrant. The Underwriting Agreement contains the terms and conditions of the offering and sale of the Senior Notes, indemnification and contribution obligations and other customary terms and conditions.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached hereto as Exhibit 1.1 and incorporated by reference herein.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth above under Item 1.01 with respect to the Fifth Supplemental Indenture (including the form of Senior Note) is incorporated by reference into this Item 2.03.

Item 8.01.

Other Events.

In connection with the Senior Notes offering, copies of the legal opinions of Hunton & Williams LLP and Cravath, Swaine & Moore LLP relating to the Senior Notes are attached hereto as Exhibits 5.1 and 5.2, respectively.

Item 9.01.

Financial Statements and Exhibits.


Exhibit No.		Exhibit

1.1		Underwriting Agreement, dated as of January 16, 2018, between Olin Corporation and Citigroup Global Markets Inc., as representative of the several underwriters named therein.

4.1		Fifth Supplemental Indenture, dated as of January 16, 2018, between Olin Corporation and U.S. Bank National Association, as trustee, governing the Senior Notes.

4.2		Form of 5.000% Senior Notes due 2030 (contained in Exhibit 4.1).

5.1		Opinion of Hunton & Williams LLP.

5.2		Opinion of Cravath, Swaine & Moore LLP.

23.1		Consent of Hunton & Williams LLP (contained in Exhibit 5.1).

23.2		Consent of Cravath, Swaine & Moore LLP (contained in Exhibit 5.2).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


OLIN CORPORATION,

	By:	/s/ Eric A. Blanchard
		Name: Eric A. Blanchard Title: Vice President, General Counsel and Secretary

Date: January 19, 2018

Exhibit 1.1

OLIN CORPORATION

5.000% Senior Notes Due 2030

UNDERWRITING AGREEMENT

January 16, 2018

Citigroup Global Markets Inc.

As Representative of the several Underwriters,

c/o Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Ladies and Gentlemen:

Olin Corporation, a Virginia corporation (the “ Company ”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “ Underwriters ”) for whom you are acting as representative (the “ Representative ”) $550,000,000 principal amount of its 5.000% Senior Notes due 2030 (the “ Offered Securities ”). The Offered Securities will be issued pursuant to an indenture, dated as of August 19, 2009 (the “ Base Indenture ”). Certain terms of the Offered Securities will be established pursuant to a fifth supplemental indenture (the “ Fifth Supplemental Indenture ”) to the Base Indenture (together with the Base Indenture, the “ Indenture ”), between the Company and U.S. Bank National Association, as Trustee (the “ Trustee ”).

Section 1. Representations and Warranties . The Company represents and warrants to, and agrees with, each Underwriter as set forth below in this Section 1.

(i) The Company has filed with the Securities and Exchange Commission (the “ Commission ”) a registration statement on Form S-3 (File No. 333-216461), including a prospectus, relating to the registration of various securities, including the Offered Securities, to be sold from time to time by the Company. The registration statement as amended to the date of this Underwriting Agreement (the “ Agreement ”), that has been filed under the Securities Act of 1933, as amended (the “ Securities Act ”), including any information incorporated by reference therein and the information, if any, deemed pursuant to Rule 430B or 430C under the Securities Act to be part of the registration statement is hereinafter referred to as the “ Registration Statement ”; the prospectus included therein as of the date of the initial filing of the Registration Statement, as amended, including any prospectus furnished to you by the Company and attached to or used with the Preliminary Prospectus Supplement or the Prospectus Supplement (each as defined below) is hereinafter referred to as the “ Base Prospectus ”. The Base Prospectus, as supplemented by the prospectus supplement filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act before the second business day after the date hereof (or such earlier time as may be required under the Securities Act) (the “ Prospectus Supplement ”), relating to the Offered Securities, in the form

furnished to you for use in connection with the offering of the Offered Securities is hereinafter referred to as the “ Prospectus ”. As filed, such Prospectus Supplement shall contain all information required by the Securities Act and the rules thereunder, and, except to the extent the Representative shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Representative prior to the Applicable Time (as defined below) or, to the extent not completed at the Applicable Time, shall contain only such specific additional information and other changes (beyond that contained in the Base Prospectus and any preliminary prospectus) as the Company has advised the Representative, prior to the Applicable Time, will be included or made therein. If, prior to the execution and delivery of this Agreement, the Company has filed an abbreviated registration statement on Form S-3 to register additional Offered Securities pursuant to Rule 462(b) under the Securities Act (the “ Rule 462 Registration Statement ”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference to the term Registration Statement, the Base Prospectus, any preliminary form of prospectus previously filed with the Commission pursuant to Rule 424 of the Securities Act or the Prospectus shall include the documents incorporated therein by reference. The terms “supplement” and “amendment” or “amend” as used in this Agreement shall include all documents subsequently filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), that are deemed to be incorporated by reference in the Prospectus. (a) At the time of initial filing of the Registration Statement, (b) at the time of the most recent amendment or supplement thereto for the purposes of complying with Section 10(a)(3) of the Securities Act and (c) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Offered Securities in reliance on the exemption of Rule 163, the Company was a “well known seasoned issuer” as defined in Rule 405. The Registration Statement, except the Rule 462 Registration Statement, if any, is an “automatic shelf registration statement” as defined in Rule 405 under the Securities Act that initially became effective not earlier than three years prior to the date hereof and, if applicable, any Rule 462 Registration Statement (x) has been filed with the Commission and, if so filed, has become effective upon filing pursuant to Rule 462(b) under the Securities Act or (y) is proposed to be filed with the Commission and, when so filed, will become effective upon filing pursuant to Rule 462(b) under the Securities Act; no notice of objection of the Commission to the use of the automatic shelf registration form pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company, no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose or pursuant to Section 8A of the Securities Act have been instituted or are pending before or, to the knowledge of the Company, threatened by the Commission.

(ii) (a) Each document, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Prospectus or preliminary form of such Prospectus complied or will comply, in each case as of the date when so filed, in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, (b) the Registration Statement as of the date it initially became effective, did not contain and at the time of each amendment or supplement thereto, as amended or supplemented, did not and will not, (x) as of the date it was so amended or supplemented,

(y) as of the Effective Time (as defined below) and (z) as of the Closing Date (as defined below), contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (c) the Registration Statement and the Prospectus, as amended or supplemented, as of the date it initially became effective, complied and (x) at the time of each amendment or supplement thereto, (y) as of the Effective Time and (z) as of the Closing Date, complied and will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder and (d) the Prospectus, as amended or supplemented, (x) as of the date thereof, (y) at the time of filing the Prospectus pursuant to Rule 424 and (z) on the Closing Date, does not contain and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of 1939, as amended, of the Trustee or statements or omissions in the Registration Statement or the Prospectus or any other amendment thereof or supplement thereto based upon information in the Prospectus relating to the Underwriters furnished to the Company in writing by or on behalf of the Underwriters expressly for use therein, it being understood and agreed that the only such information is that described as such in Section 8(ii) hereof. The “ Effective Time ” of the Registration Statement relating to the Offered Securities shall mean the time of the first contract of sale for the Offered Securities.

(iii) (a) Each “issuer free writing prospectus,” as defined in Rule 433 under the Securities Act, relating to the Offered Securities in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g) under the Securities Act (an “ Issuer Free Writing Prospectus ”), filed or to be filed pursuant to the Securities Act (to the extent required thereby) complied or will comply, in each case as of the date thereof, in all material respects with the Securities Act, (b) as of the Applicable Time, the Issuer Free Writing Prospectus intended for general distribution to prospective investors, as specified in Schedule III hereto (a “ General Use Issuer Free Writing Prospectus ”), issued at or prior to the date hereof, and the preliminary prospectus supplement dated as of January 16, 2018 (the “ Preliminary Prospectus Supplement ”) including the accompanying Base Prospectus, all considered together (collectively, the “ General Disclosure Package ”) and each electronic road show related to the Offered Securities, did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (c) as of the Applicable Time, each Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in any Issuer Free Writing Prospectus or preliminary prospectus supplement including the Base Prospectus based upon information relating to the Underwriters furnished to the Company in writing by or on behalf of the Underwriters expressly for the use therein; it being understood and agreed that the only such information is that described as such in Section 8(ii) hereof. The “ Applicable Time ” shall mean 4:15 p.m. (New York time) on the date of this Agreement.

(iv) The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the Representative (such consent not to be unreasonably withheld or delayed), it will not make, any offer relating to the Offered Securities that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405 of the Securities Act) or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Securities Act; provided that the prior written consent of the Representative hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule III hereto and any electronic road show. Any such free writing prospectus consented to (or deemed consented to) by the Representative is hereinafter referred to as a “ Permitted Free Writing Prospectus ”. The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

(v) Subsequent to the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus, and except as set forth in the General Disclosure Package and the Prospectus, neither the Company nor any of its Significant Subsidiaries (as defined below) has incurred any material liabilities or obligations, direct or contingent or entered into any material transactions not in the ordinary course of business, and there has not been any material adverse change in the consolidated financial position, business, properties or results of operations of the Company and its subsidiaries taken as a whole.

(vi) (a) At the earliest time after the filing of the Registration Statement relating to the Offered Securities that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) and (b) as of the Applicable Time (with such date being used as the determination date for purposes of this clause (b)), the Company was not and is not an “ineligible issuer” (as defined in Rule 405 of the Securities Act), without taking account of any determination by the Commission pursuant to Rule 405 of the Securities Act that it is not necessary that the Company be considered an “ineligible issuer”.

(vii) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the Commonwealth of Virginia and has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or be in good standing would not result in a material adverse effect on the consolidated financial position, business, properties or results of operations of the Company and its subsidiaries, taken as a whole (a “ Material Adverse Effect ”).

(viii) Each subsidiary of the Company (any such subsidiary being identified on Schedule II hereto) which constituted a “significant subsidiary” within the meaning of Regulation S-X as of the end of the most recently completed fiscal year (each, a “ Significant Subsidiary ”) has been duly incorporated or otherwise organized and is validly existing as a corporation or similar entity in good standing under the laws of the jurisdiction of its incorporation or organization, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation or similar entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or be in good standing would not result in a Material Adverse Effect; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each such Significant Subsidiary has been duly authorized and validly issued, is fully paid and nonassessable and is owned by the Company, directly or through wholly owned subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim; none of the outstanding shares of capital stock of any such Significant Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Significant Subsidiary.

(ix) This Agreement has been duly authorized, executed and delivered by the Company.

(x) The Offered Securities have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and issued and delivered to the Underwriters against payment thereof as provided in this Agreement, will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture and enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights from time to time in effect and to general equity principles, including, without limitation, concepts of materiality, reasonableness, good faith, fair dealing and the possible unavailability of specific performance or injunctive relief regardless of whether considered in a proceeding in equity or at law; the Indenture has been duly qualified under the Trust Indenture Act and has been duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights from time to time in effect and to general equity principles, including, without limitation, concepts of materiality, reasonableness, good faith, fair dealing and the possible unavailability of specific performance or injunctive relief regardless of whether considered in a proceeding in equity or at law; and the Offered Securities and the Indenture will conform in all material respects to the descriptions thereof in the General Disclosure Package and Prospectus; and, except as described in the General Disclosure Package and Prospectus, the shareholders of the Company have no preemptive rights with respect to the Offered Securities.

(xi) Neither the Company nor any of its Significant Subsidiaries is in violation of its charter or bylaws. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and in the General Disclosure Package and the Prospectus and compliance by the Company with its obligations hereunder and under the Indenture have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, (a) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, result in the termination, modification or acceleration of, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Significant Subsidiary pursuant to any agreement or instrument to which the Company or any Significant Subsidiary is a party or by which the Company or any Significant Subsidiary is bound, (b) result in any violation by the Company or any of its Significant Subsidiaries of the provisions of the charter or bylaws of the Company or any Significant Subsidiary or (c) result in any violation by the Company or any of its Significant Subsidiaries of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality, regulatory body, administrative agency, arbitrator or court, domestic or foreign, having jurisdiction over the Company or any Significant Subsidiary or any of their assets, properties or operations, except in the case of clauses (a) and (c), where such conflict, breach, default, violation, termination, modification, acceleration, lien, charge or encumbrance would not result in a Material Adverse Effect.

(xii) No consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this Agreement, except such as have been obtained and made under the Securities Act and such as may be required by the securities laws of the various states or from the Financial Industry Regulatory Authority, Inc. (“ FINRA ”) in connection with the offer and sale of the Offered Securities.

(xiii) There are no legal or governmental proceedings pending or threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject that are required to be described in the Registration Statement, the General Disclosure Package or the Prospectus and are not so described or any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement, the General Disclosure Package or the Prospectus or to be filed as exhibits to the Registration Statement that are not so described or filed.

(xiv) The Company is not, and after giving effect to the offering and sale of the Offered Securities and the application of the proceeds thereof as described in the Registration Statement, the General Disclosure Package and the Prospectus, will not be, an “investment company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, the “ Investment Company Act ”).

(xv) There are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Securities Act with respect to any securities of the Company or to require the Company to include such securities with the Offered Securities registered pursuant to the Registration Statement.

(xvi) Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and each Significant Subsidiary maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (a) transactions are executed in accordance with management’s general or specific authorizations; (b) transactions are recorded as necessary to permit preparation of its financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (c) access to assets is permitted only in accordance with management’s general or specific authorization; (d) the recorded accountability for its assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (e) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly present the information called for in all material respects and are prepared in accordance with the Commission’s rules and guidelines applicable thereto. The Company is not aware, after due inquiry, of any material weaknesses in the Company’s internal controls over financial reporting.

(xvii) (a) The Company and each Significant Subsidiary has established and maintains disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act); (b) such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s Chief Executive Officer and its Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective to perform the functions for which they were established; (c) the Company has disclosed, based on the most recent evaluation of its Chief Executive Officer and its Chief Financial Officer, prior to the date hereof, to the Company’s auditors and the Audit Committee of the Board of Directors: (x) any significant deficiencies in the design or operation of internal controls that are reasonably expected to materially adversely affect the Company’s ability to record, process, summarize, and report financial data and (y) any fraud that involves management or other employees who have a significant role in the Company’s internal controls; (d) any material weaknesses in internal controls have been identified for the Company’s auditors and (e) since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses, except, in the case of clauses (a), (b) and (e), as set forth in the Registration Statement, the Disclosure Package and the Prospectus.

(xviii) The Company and, to the Company’s knowledge, any of the officers and directors of the Company, in their capacities as such, are in compliance in all material respects with the provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder.

(xix) The historical financial statements of the Company, including any amendment thereto, and the notes thereto included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position and results of operations of the Company and its subsidiaries at the respective dates and for the respective periods indicated. Such financial statements comply as to form in all material respects with the applicable requirements of Regulation S-X promulgated under the Exchange Act and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods presented (except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus). The other historical financial and statistical information and data of the Company included in the Registration Statement, the Disclosure Package and the Prospectus are accurately presented in all material respects and prepared on a basis consistent with the financial statements and the books and records of the Company and its subsidiaries.

(xx) (a) KPMG LLP, who have expressed their opinion with respect to the financial statements of the Company (which term as used in this Agreement includes the related notes thereto) included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, are independent registered public accountants with respect to the Company as required by the Securities Act and the Exchange Act and the applicable published rules and regulations thereunder and the rules of the Public Company Accounting Oversight Board (United States) and (b) Deloitte & Touche LLP, who have expressed their opinion with respect to the financial statements of the Dow Chlorine Products Business (the “ DCP Business ”) included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, are independent registered public accountants with respect to the DCP Business as required by the Securities Act and the Exchange Act and the applicable published rules and regulations thereunder and the rules of the Public Company Accounting Oversight Board (United States). Except as described in the section entitled “Underwriting” in the General Disclosure Package and the Prospectus, there are no contracts, agreements or understandings between the Company or, to the Company’s knowledge, any Significant Subsidiary and any other person other than the Underwriters that would give rise to a valid claim against the Company, any subsidiary or the Underwriters for a brokerage commission, finder’s fee or like payment in connection with the issuance, purchase and sale of the Offered Securities.

(xxi) Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and each Significant Subsidiary (a) is in compliance with, and is not subject to costs or liabilities under, laws, regulations, rules of common law, orders and decrees, as in effect as of the date hereof, and any present judgments and injunctions issued or promulgated thereunder, relating to pollution or protection of public and employee health and safety, emissions, discharges, releases or

threatened releases of hazardous or toxic substances or wastes into the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata), pollutants or contaminants applicable to it or its business or operations or ownership or use of its property (including, but not limited to, the (x) manufacture, processing, distribution, use, generation, treatment, storage, disposal, transport or handling of hazardous materials, and (y) underground and above ground storage tanks and related piping, and emissions, discharges, releases or threatened releases therefrom) (“ Environmental Laws ”), other than noncompliance or such costs or liabilities that, individually or in the aggregate, would not have a Material Adverse Effect, and (b) possesses all permits, licenses or other approvals required under applicable Environmental Laws, except where the failure to possess any such permit, license or other approval would not have, either individually or in the aggregate, a Material Adverse Effect. All currently pending and, to the knowledge of the Company, threatened proceedings, notices of violation, demands, notices of potential responsibility or liability, suits and existing environmental conditions by any governmental authority which would result in a Material Adverse Effect are described fairly in all material respects in the Registration Statement, the General Disclosure Package and the Prospectus.

(xxii) Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and each Significant Subsidiary owns, possesses or has the right to employ all patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, the “ Intellectual Property ”) reasonably necessary to conduct the businesses operated by it as described in the Registration Statement, the General Disclosure Package and the Prospectus, except where the failure to own, possess or have the right to employ such Intellectual Property would not have a Material Adverse Effect. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, none of the Company or any Significant Subsidiary has received any written notice of infringement of or conflict with (and none of them knows of any such infringement or a conflict with) asserted rights of others with respect to any of the foregoing that, if such assertion of infringement or conflict were sustained, could have a Material Adverse Effect. Except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, the continued use of the Intellectual Property in connection with the business and operations of the Company and the Significant Subsidiaries does not, to the Company’s knowledge, infringe on the Intellectual Property rights of any person, except for such infringement as would not have a Material Adverse Effect.

(xxiii) All material tax returns required to be filed by the Company and each Significant Subsidiary have been filed in all jurisdictions where such returns are required to be filed, except where valid extensions have been obtained; and all taxes, including withholding, value added and franchise taxes, penalties and interest, assessments, fees and other charges that are due and payable have been paid (or, with respect to those based on good faith estimates, have been paid to the extent of such estimates), other than those being contested in good faith and for which reserves have been provided in accordance with generally accepted accounting principles or those currently payable without penalty

or interest and except where the failure to make such required filings or payments would not, individually or in the aggregate, have a Material Adverse Effect. To the knowledge of the Company, there are no material proposed additional tax assessments against any of the Company and the Significant Subsidiaries or their assets or property.

(xxiv) None of the Company or, to the Company’s knowledge, any Significant Subsidiary, has incurred or reasonably expects to incur any liability for any prohibited transaction (within the meaning of Section 4975 of the Internal Revenue Code of 1986, as amended (the “ Code ”)) or any failure to meet the minimum funding standard (within the meaning of Section 412 of the Code) or any complete or partial withdrawal liability with respect to any pension, profit sharing or other plan which is subject to the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), to which the Company or any Significant Subsidiary makes or ever has made a contribution and in which any employee of the Company or any Significant Subsidiary is or has ever been a participant. With respect to such plans, the Company and each Significant Subsidiary are, to the Company’s knowledge, in compliance in all material respects with all applicable provisions of ERISA.

(xxv) No labor disturbance by or dispute with employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company, is contemplated or threatened, except as would not, individually or in the aggregate, result in a Material Adverse Effect.

(xxvi) Neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption law. The Company and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.

(xxvii) The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicable money laundering statutes of all jurisdictions where the Company or any of its subsidiaries conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency (collectively, the “ Money Laundering Laws ”) in all material respects and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.

(xxviii) Neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or representative of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“ OFAC ”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“ UNSC ”), the European Union, Her Majesty’s Treasury (“ HMT ”), or other relevant sanctions authority (collectively, “ Sanctions ”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Cuba, Crimea, Iran, North Korea, Sudan and Syria (each, a “ Sanctioned Country ”).

(xxix) Neither the issuance, sale and delivery of the Offered Securities nor the application of the proceeds thereof by the Company as described in the Registration Statement, the General Disclosure Package and the Prospectus will violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors.

(xxx) The Company has not taken, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Offered Securities.

Section 2.

(a) Purchase and Sale . Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to issue and sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, the principal amount of Offered Securities set forth opposite the name of such Underwriter in Schedule I hereto at a purchase price of 98.75% of the principal amount thereof, plus accrued interest, if any, from January 19, 2018 to the Closing Date (the “ Purchase Price ”).

It is understood that the several Underwriters propose to offer the Offered Securities for sale to the public as set forth in the Prospectus.

(b) The Company hereby confirms its engagement of Deutsche Bank Securities Inc. as, and Deutsche Bank Securities Inc. hereby confirms its agreement with the Company to render services as, a “qualified independent underwriter” within the meaning of Rule 5121 of the Conduct Rules of the Financial Industry Regulatory Authority, Inc. (“ FINRA ”) with respect to the offering and sale of the Offered Securities. Deutsche Bank Securities Inc., solely in its capacity as qualified independent underwriter and not otherwise, is referred to herein as the “Independent Underwriter.” No compensation will be paid to the Independent Underwriter for its services as such.

Section 3. Delivery and Payment . Delivery of and payment for the Offered Securities shall be made at 10:00 A.M., New York City time in immediately available funds, on January 19, 2018, or such later date (not later than five business days after such specified date) as the Representative and the Company shall mutually agree, which date and time may be postponed by agreement between the Representative and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Offered Securities being herein called the “ Closing Date ”). The Offered Securities shall be registered in such names and issued in such denominations as you shall request no later than one full business day prior to the Closing Date. The Offered Securities shall be made available to you for inspection not later than 10:00 A.M., New York City time, on the business day next preceding the Closing Date. The Offered Securities shall be delivered to you on the Closing Date for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by wire transfer in immediately available funds to the account specified by the Company to the Underwriters (which account shall be specified no later than noon on the business day prior to the Closing Date) at the office of counsel to the Underwriters, or such other place mutually acceptable to the Representative and the Company.

Section 4. Agreements . The Company agrees with the several Underwriters that:

(i) Prior to the termination of the offering of the Offered Securities, the Company will not use or file any Issuer Free Writing Prospectus nor file any amendment to the Registration Statement or supplement (including the Prospectus Supplement) to the Base Prospectus unless the Company has furnished the Representative a copy for the Representative’s review prior to such use or filing and will not file any such proposed amendment or supplement to which the Representative reasonably objects. Subject to the foregoing sentence the Company will cause the Prospectus to be filed with the Commission pursuant to the applicable paragraph of Rule 424. The Company will promptly advise the Representative (a) when the Prospectus shall have been filed with the Commission pursuant to Rule 424, (b) when, prior to the termination of the offering of the Offered Securities, any amendment to the Registration Statement shall have been filed or become effective, (c) of any request by the Commission for any amendment of the Registration Statement or amendment of or supplement to the Prospectus or for any additional information, (d) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act, (e) of the receipt by the Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act and (f) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any preliminary prospectus supplement or the Prospectus or suspending any such qualification of the Offered Securities and, if any such order is issued, to obtain as soon as possible the withdrawal thereof, or, subject to the first sentence of this paragraph (i) of this Section 4, will file an amendment to the Registration Statement or will file a new registration statement and use its reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable.

(ii) If, at any time prior to the Closing Date, any event occurs as a result of which the General Disclosure Package as then amended or supplemented would include any untrue statements of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or if it shall be necessary to amend or supplement the General Disclosure Package to comply with the Securities Act or the Exchange Act or the respective rules thereunder, the Company promptly will prepare and file with the Commission (to the extent required), subject to the first sentence of paragraph (i) of this Section 4, an amendment or supplement which will correct such statement or omission or effect such compliance.

(iii) If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Securities Act (including by way of Rule 172 under the Securities Act or any other similar rule), any event occurs as a result of which the Prospectus as then amended or supplemented would include any untrue statements of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or if it shall be necessary to amend the Registration Statement or amend or supplement the Prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder, the Company promptly will prepare and file with the Commission, subject to the first sentence of paragraph (i) of this Section 4, an amendment or supplement which will correct such statement or omission or effect such compliance.

(iv) As soon as practicable, the Company will make generally available to its securityholders and to the Representative an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 under the Securities Act.

(v) The Company will furnish to the Representative and counsel for the Underwriters, without charge, a copy of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Securities Act, as many copies of any preliminary prospectus or related preliminary prospectus supplement, the Prospectus and any amendments thereof and supplement thereto and each Issuer Free Writing Prospectus (if applicable) as the Representative may reasonably request. The Company will pay the expenses of printing related to the offering.

(vi) The Company will use its reasonable efforts to qualify the Offered Securities for sale under the laws of such jurisdictions as the Representative may reasonably designate in writing to the Company not later than the Closing Date, and will maintain such qualifications in effect so long as required for the distribution of the Offered Securities; provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or as a dealer in securities or to execute or file any consent to service of process in any jurisdiction or subject itself to taxation in any jurisdiction if it is not otherwise so subject.

(vii) Until the 30 ^th day following the Closing Date, the Company will not, without the consent of Citigroup Global Markets Inc., such consent not to be unreasonably withheld or delayed, offer, sell or contract to sell, or publicly announce an intention to effect any such offer, sale or contract to sell, the offering of, any debt securities covered by the Registration Statement or any other registration statement filed under the Securities Act or any other debt securities issued by the Company.

(viii) The Company will not directly or indirectly use the proceeds of the sale of the Offered Securities hereunder, or lend, contribute or otherwise make available such proceeds to a subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country, (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions, or (iv) in any other manner in contradiction with the description in the Registration Statement, the General Disclosure Package and the Prospectus.

(ix) The Company will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any securities of the Company to facilitate the sale or resale of the Offered Securities.

(x) The Company shall use commercially reasonable efforts to obtain the approval of DTC to permit the Offered Securities to be eligible for “book-entry” transfer and settlement through the facilities of DTC, and agrees to comply with all of its agreements set forth in the representation letters of the Company to DTC relating to the approval of the Offered Securities by DTC for “book-entry” transfer.

(xi) The Company will use the net proceeds received by it from the sale of the Offered Securities in the manner specified in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”.

(xii) The Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Preliminary Prospectus Supplement, the Prospectus and each Issuer Free Writing Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging, including any form of electronic distribution) of such copies of the Registration Statement, each Preliminary Prospectus Supplement, the Prospectus and each Issuer Free Writing Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Offered Securities; (iii) the preparation, printing, authentication, issuance and

delivery of certificates for the Offered Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Offered Securities; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Offered Securities; (v) the registration of the Securities under the Exchange Act and the listing of the Offered Securities on the New York Stock Exchange; (vi) any registration or qualification of the Offered Securities for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification not to exceed $10,000); (vii) all fees and expenses (including reasonable fees and expenses of counsel) of the Company in connection with approval of the Securities by DTC for “book-entry” transfer, and fees and expenses incidental to the performance by the Company of its other obligations under this Agreement; (viii) the transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective purchasers of the Offered Securities; (ix) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company; (x) the filing fees and expenses (including legal fees and disbursements) incident to securing any required review by FINRA of the terms of the sale of the Offered Securities; (xi) the fees and expenses of the Independent Underwriter and (xii) all other costs and expenses incident to the performance by the Company of its obligations hereunder.

Section 5. Agreements of the Underwriters.

(i) Each Underwriter represents and agrees with the Company that, unless it has obtained the prior consent of the Company, it has not made and will not make any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus”, as defined in Rule 405 under the Securities Act, required to be filed with the Commission.

(ii) The Company consents to the use by any Underwriter of a free writing prospectus that (1) contains only (A) information describing the preliminary terms of the Offered Securities or their offering or (B) information that describes the final terms of the Offered Securities or their offering and that is included in or is subsequently included in the Prospectus, including by means of a pricing term sheet in the form of Schedule III hereto, or (2) does not contain any “Issuer information” (as such term is defined in Rule 433(h) of the Securities Act) and (y) the Company will not be liable in any such case to the extent that any such liability arises out of, or is based upon any inaccuracy in such free writing prospectus referred to in clause (1) or (2) of this paragraph resulting from an inaccuracy in the Registration Statement, the Prospectus or the General Disclosure Package of the written information furnished to the Company by or on behalf of any Underwriter through the Representative specifically for inclusion in the Registration Statement, the Prospectus or the General Disclosure Package, as applicable, as set forth in Section 8(ii) of this Agreement.

Section 6. Conditions to the Obligations of the Underwriters . The obligations of the Underwriters to purchase the Offered Securities shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the date hereof and the Closing Date, to the accuracy of the statements of the Company made in certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions:

(i) The Prospectus, and any related supplement, shall have been filed in the manner and within the time period required by Rule 424; each Issuer Free Writing Prospectus shall have been filed (to the extent required) in the manner and within the time period required by Rule 433; and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose or pursuant to Section 8A of the Securities Act shall have been instituted or, to the knowledge of the Company, threatened.

(ii) The Company shall have furnished to the Representative the opinion of S. Christian Mullgardt, Vice President, Deputy General Counsel and Assistant Secretary of the Company, dated the Closing Date, to the effect that:

(b) the Company is duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each jurisdiction in which it owns or leases properties, or conducts any business, which requires such qualification, other than where the failure to be so qualified or in good standing would not have a Material Adverse Effect;

(c) each subsidiary of the Company (any such subsidiary being identified in such opinion) which constituted a “significant subsidiary” within the meaning of Regulation S-X as of the end of the most recently completed fiscal year (each, a “Significant Subsidiary”) has been duly incorporated or otherwise organized and is validly existing as a corporation or similar entity under the laws of its jurisdiction of incorporation or organization with corporate power to own its properties and conduct its business as described in the General Disclosure Package and the Prospectus and is duly qualified as a foreign corporation or similar entity for the transaction of business and is in good standing under the laws of each jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified and in good standing would not have a Material Adverse Effect;

(d) the execution and delivery of the Indenture and the issuance of the Offered Securities and the performance by the Company of its obligations under this Agreement, and the consummation of the transactions herein contemplated will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument material to the Company and its subsidiaries, taken as a whole and known to such counsel, or, to the knowledge of such counsel, any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company, its Significant Subsidiaries or any of their respective properties;

(e) to the knowledge of such counsel, there is no pending or threatened action, suit or proceeding before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Significant Subsidiaries, which alone or in the aggregate is material to the Company and its subsidiaries taken as a whole which is not adequately disclosed in the Registration Statement, the General Disclosure Package and the Prospectus. To the knowledge of such counsel, there are no agreements, contracts, indentures, leases or other instruments to which the Company or any of the Significant Subsidiaries is a party or to which any of their respective properties or assets is subject that would be required to be described in, or filed as exhibits to, the Registration Statement, the General Disclosure Package and the Prospectus that have not been so described or filed; and the statements included or incorporated in the General Disclosure Package and the Prospectus describing any legal proceedings or material contracts or agreements relating to the Company and its subsidiaries fairly summarize such matters in all material respects; and

(f) the Company is not an “investment company” within the meaning of the Investment Company Act of 1940.

In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the United States, to the extent deemed proper and specified in such opinion, upon the opinion of other counsel of good standing believed to be reliable and who are satisfactory to counsel for the Underwriters and (B) as to matters of fact, to the extent deemed proper, on certificates of responsible officers of the Company and public officials. References to the Prospectus in this paragraph (ii) include any supplements thereto at the Closing Date.

(iii) The Company shall have furnished to the Representative a letter from S. Christian Mullgardt, Vice President, Deputy General Counsel and Assistant Secretary of the Company, dated the Closing Date, to the effect that such counsel has no reason to believe that: (a) on the date hereof the Registration Statement (except for the financial statements and other information of an accounting or financial nature included therein, as to which such counsel does not express any view) was not appropriately responsive in all material respects to the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, (b) the Registration Statement, on the date such Registration Statement became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (c) that the General Disclosure Package, as of the Applicable Time, or the Prospectus, as of its date or at the Closing Date, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case except for the financial statements and other information of an accounting or financial nature included therein, as to which such counsel does not express any view).

(iv) Hunton & Williams LLP, Virginia counsel to the Company, shall have furnished to the Representative an opinion, dated the Closing Date, to the effect that:

(a) the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the Commonwealth of Virginia with corporate power to own its properties and conduct its business as described in the General Disclosure Package and the Prospectus and to execute and deliver the Indenture and the Fifth Supplemental Indenture and to authorize, create and issue the Offered Securities;

(b) the Base Indenture has been duly authorized, executed and delivered by the Company and the Fifth Supplemental Indenture has been duly authorized, executed and delivered by the Company;

(c) no consent, authorization, order or approval of any Virginia government agency or body, or to such counsel’s knowledge, any court thereof is required on the part of the Company for the execution and delivery of this Agreement or for the issuance and sale of the Offered Securities, the consummation of any other of the transactions contemplated in this Agreement or the execution and delivery of the Base Indenture and Fifth Supplemental Indenture, except such as may be required under the blue sky laws of the Commonwealth of Virginia;

(d) the Offered Securities have been duly authorized, executed and delivered by the Company;

(e) this Agreement has been duly authorized, executed and delivered by the Company;

(f) none of the issue, delivery and sale of the Offered Securities, the consummation of any of the other transactions contemplated in this Agreement, the fulfillment by the Company of the terms of this Agreement or the execution and delivery of the Base Indenture, the Fifth Supplemental Indenture or the Offered Securities will violate or result in a breach of the Articles of Incorporation or bylaws of the Company or any order, decree or regulation, known to such counsel to be applicable to the Company, of any court, regulatory body, administrative agency or governmental body of the Commonwealth of Virginia; and

(g) the statements in the General Disclosure Package and the Prospectus under the caption “Description of Capital Stock” insofar as such statements purport to constitute summaries of the terms of Virginia statutes, constitute accurate summaries of the terms of such statutes in all material respects.

In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the Commonwealth of Virginia or the United States, to the extent deemed proper and specified in such opinion, upon the opinion of other counsel of good standing believed to be reliable and who are satisfactory to counsel for the Underwriters and (B) as to matters of fact, to the extent deemed proper, on certificates of responsible officers of the Company and public officials. References to the Prospectus in this paragraph (iv) include any supplements thereto at the Closing Date.

(v) Cravath, Swaine & Moore LLP, special counsel for the Company, shall have furnished to the Representative an opinion, dated the Closing Date, to the effect that:

(a) The Offered Securities conform in all material respects to the description thereof contained in the Prospectus and the General Disclosure Package. The statements made in the Prospectus and the General Disclosure Package under the caption “Material United States Federal Income Tax Considerations,” insofar as they purport to describe the material tax consequences of an investment in the Notes, fairly summarize the matters therein described in all material respects.

(b) Assuming the Fifth Supplemental Indenture has been duly authorized, executed and delivered by the Company and, assuming the Base Indenture has been duly authorized, executed and delivered by the Company, the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the “ Trust Indenture Act ”), and constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law); and, assuming the Offered Securities have been duly authorized, executed and delivered by the Company, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to this Agreement, the Offered Securities will constitute legal, valid and binding obligations of the Company entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law).

(c) No authorization, approval or other action by, and no notice to, consent of, order of, or filing with, any United States Federal or New York State governmental authority is required to be made or obtained by the Company for the consummation of the transactions contemplated by this Agreement, other than (i) those that have been obtained or made under the Securities Act or the Trust

Indenture Act, (ii) those that may be required under the Securities Act in connection with the use of a “free writing prospectus” and (iii) those that may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Offered Securities by the Underwriters.

(d) The Registration Statement became effective under the Securities Act on March 6, 2017, and, assuming prior payment by the Company of the pay-as-you-go registration fee for the offering of the Offered Securities, upon filing of the Prospectus with the Commission the offering of the Offered Securities as contemplated by the Prospectus became registered under the Securities Act; to such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act.

(e) The issue and sale by the Company of the Offered Securities, the consummation of the other transactions contemplated by this Agreement and the Indenture and the performance by the Company of its obligations under this Agreement and the Indenture do not result in a breach of or constitute a default under the express terms and conditions of any agreement listed on Schedule IV hereto. Such opinion relating to the agreements listed on Schedule IV hereto does not extend to compliance with any financial ratio or any limitation in any contractual restriction expressed as a dollar amount (or an amount expressed in another currency).

(f) This Agreement has been duly executed and delivered by the Company.

In rendering such opinion, such counsel may rely as to matters of fact, to the extent deemed proper, on certificates of responsible officers of the Company and public officials. References to the Prospectus in this paragraph (v) include any supplements thereto at the Closing Date.

(vi) The Company shall have furnished to the Representative a letter of Cravath, Swaine & Moore LLP, dated the Closing Date, to the effect that although such counsel has made certain inquiries and investigations in connection with the preparation of the Registration Statement, the General Disclosure Package and the Prospectus, the limitations inherent in the role of outside counsel are such that such counsel cannot and does not assume responsibility for the accuracy or completeness of the statements made in the Registration Statement, the General Disclosure Package and the Prospectus, except insofar as such statements relate to such counsel and except as set forth in paragraph (6)(v)(a) above. Subject to the foregoing, such counsel confirms to the Underwriters, on the basis of the information gained in the course of the performance of the services rendered, that the Registration Statement, at the time it was last amended or deemed to be amended, and the Prospectus, as of its date and the Closing Date, appeared or appears on its face to be appropriately responsive in all material respects to the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, except that such counsel does not express any view as to the

financial statements and other information of an accounting or financial nature included therein and the Statements of Eligibility (Form T-1) included as exhibits to the Registration Statement. Furthermore, subject to the foregoing, such counsel advises the Underwriters that such counsel’s work in connection with this matter did not disclose any information that gave such counsel reason to believe that: (i) the Registration Statement (insofar as relevant to the offering contemplated by the Prospectus), at the time the Registration Statement was last amended or deemed to be amended, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Prospectus, as of its date or at the Closing Date, included or includes, an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading or (iii) the General Disclosure Package, considered together as of the Applicable Time, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that, in each case, such counsel does not express any view as to the financial statements and other information of an accounting or financial nature included therein.

(vii) The Representative shall have received from counsel for the Underwriters, such opinion or opinions, dated the Closing Date, with respect to the issuance and sale of the Offered Securities, the Registration Statement, the General Disclosure Package, the Prospectus (together with any, supplement thereto) and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters.

(viii) The Company shall have furnished to the Representative a certificate of the Company, signed by the Chairman of the Board, the President or any Vice President and the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the General Disclosure Package, the Prospectus, any supplement to the Prospectus and this Agreement and that:

(a) the representations and warranties of the Company in this Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date;

(b) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and

(c) since the date of the most recent financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, there has been no material adverse change in the consolidated financial position, business, properties or results of operations of the Company and its subsidiaries, taken as a whole, except as set forth in or contemplated in the General Disclosure Package and the Prospectus;

it being understood and agreed that such certificate shall be deemed a representation and warranty by the Company, as to the matters covered thereby, to each Underwriter.

(ix) At the Closing Date, KPMG LLP, who has audited the financial statements of the Company and its subsidiaries included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, as then amended and supplemented, shall have furnished to the Underwriters a letter, dated the Closing Date, in form and substance reasonably satisfactory to the Representative, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information relating to the Company contained in or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, as then amended or supplemented, confirming that they are independent accountants within the meaning of the Act and the Exchange Act and the respective applicable rules and regulations adopted by the Commission thereunder and stating in effect that:

(a) in their opinion the audited financial statements and financial statement schedules included or incorporated by reference in the Registration Statement and the Prospectus and reported on by them comply as to form with the applicable accounting requirements of the Securities Act and the Exchange Act and the related rules and regulations adopted by the Commission; and

(b) they have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company and its subsidiaries) set forth in the Registration Statement, the Prospectus Supplement and the Prospectus and in Exhibit 12 to the Registration Statement, including the information set forth under the caption “Prospectus Summary—Summary Historical Financial and Other Data” in the Prospectus Supplement and the Prospectus, the information included or incorporated by reference in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, the Company’s Quarterly Report on Form 10-Q for the quarterly periods ended March 31, 2017, June 30, 2017 and September 30, 2017, and each of the other documents incorporated by reference in the Registration Statement, the Prospectus Supplement and the Prospectus agrees with the accounting records of the Company and its subsidiaries, excluding any questions of legal interpretation.

In addition, on the date hereof, such accountants shall have furnished to the Underwriters a letter or letters, dated as of the date hereof, in form and substance satisfactory to the Representative, to the effect set forth above.

(x) At the Closing Date, Deloitte & Touche LLP, who has audited the financial statements of the DCP Business included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, as then amended and supplemented, shall have furnished to the Underwriters a letter, dated the Closing Date, in form and substance reasonably satisfactory to the Representative, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements relating to the DCP Business contained in or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, as then amended or supplemented, confirming that they are independent accountants within the meaning of the Act and the Exchange Act and the respective applicable rules and regulations adopted by the Commission thereunder and stating in effect that in their opinion the combined financial statements and financial statement schedules included or incorporated by reference in the Registration Statement and the Prospectus and reported on by them comply as to form with the applicable accounting requirements of the Securities Act and the Exchange Act and the related rules and regulations adopted by the Commission.

(xi) Subsequent to the execution of this Agreement and prior to the Closing Date, there shall not have been any change or any development involving a prospective change, which will result in a material adverse change in the consolidated financial position, business, properties or results of operations of the Company and its subsidiaries, taken as whole, which, in any case referred to above, is, in the judgment of the Representative, so adverse as to make it impractical or inadvisable to enforce contracts of sale for the Offered Securities.

(xii) Subsequent to the execution of this Agreement and prior to the Closing Date, (i) no downgrading shall have occurred in the rating accorded the Offered Securities or any other debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Offered Securities or of any other debt securities or preferred stock issued or guaranteed by the Company or any of their subsidiaries (other than an announcement with positive implications of a possible upgrading).

(xiii) Prior to the Closing Date, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request.

If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or telegraph confirmed in writing.

Section 7. Reimbursement of Underwriters’ Expenses . If the sale of the Offered Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally promptly following demand for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Offered Securities against receipt of a statement in reasonable detail of such expenses.

Section 8. Indemnification and Contribution .

(i) The Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter and each person who controls any Underwriter within the meaning of either the Securities Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Offered Securities as originally filed or in any amendment thereof or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) an untrue statement or alleged statement of a material fact contained in the General Disclosure Package, or in any amendment thereof, or supplement thereto, or in the Base Prospectus, any preliminary prospectus or related preliminary prospectus supplement or the Prospectus, or in any amendment thereof, or supplement thereto, or in any Issuer Free Writing Prospectus (including, but not limited to, any electronic roadshow related to the Offered Securities), or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and in each case, agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided , however , that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of, or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representative specifically for inclusion therein. The Company also agrees to indemnify and hold harmless the Independent Underwriter, its directors and officers and each person, if any, who controls the Independent Underwriter within the meaning of either Section 15 of the Securities Act, or Section 20 of the Exchange Act, from and against any and all losses, claims,

damages and liabilities incurred as a result of the Independent Underwriter’s participation as a “qualified independent underwriter” within the meaning of NASD Conduct Rule 5121 of FINRA in connection with the offering of the Offered Securities, except for any losses, claims, damages or liabilities resulting from the Independent Underwriter’s, its directors’, officers’ or any such controlling person’s willful misconduct. This indemnity agreement will be in addition to any liability which the Company may otherwise have.

(ii) Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Registration Statement, and each person who controls the Company within the meaning of either the Securities Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Underwriter (but excluding the proviso clauses thereof), but only with reference to written information relating to such Underwriter furnished to the Company by or on behalf of such Underwriter through the Representative specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have. The Company acknowledges that the statements set forth in the third, sixth, tenth and eleventh paragraphs, the third sentence of the fifth paragraph and the first sentence of the ninth paragraph in the Prospectus under the caption “Underwriting” constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnity.

(iii) Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof; but the failure to so notify the indemnifying party (a) will not relieve it from liability under paragraph (i) or (ii) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (b) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (i) or (ii) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided , however , that such counsel shall be satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel, and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (w) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (x) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (y) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (z) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying

party; provided , however , that the indemnifying party shall not be liable for the fees and expenses of more than one separate counsel (in addition to one local counsel in each jurisdiction) under this provision for all indemnified parties taken together. An indemnifying party shall not be liable for any settlement of any action or claim effected without its consent. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding, and does not include any statement as to or any findings of fault, culpability or failure to act by or on behalf of any indemnified party. Notwithstanding anything contained herein to the contrary, if indemnity may be sought pursuant to paragraph (i) of this Section 8 in respect of such action or proceeding, then in addition to such separate firm for the indemnified parties, the indemnifying party shall be liable for the reasonable fees and expenses of not more than one separate firm (in addition to any local counsel) for the Independent Underwriter in its capacity as a “qualified independent underwriter” and all persons, if any, who control the Independent Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act.

(iv) In the event that the indemnity provided in paragraph (i) or (ii) of this Section 8 is unavailable to or insufficient to hold harmless an indemnified party for any reason, the Company and the Underwriters, severally but not jointly, agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending the same) (collectively, “ Losses ”) to which the Company and one or more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Company and by the Underwriters from the offering of the Offered Securities (as among the Underwriters such amount shall be proportionate to such Underwriter’s respective underwriting commitment); provided , however , that in no case shall any Underwriter (except as may be provided in any agreement among the Underwriters relating to the offering of the Offered Securities) be responsible for any amount in excess of the underwriting discount or commission applicable to the Offered Securities purchased by such Underwriter hereunder. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Company and the Underwriters severally but not jointly shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and of the Underwriters in connection with the statement or omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses), and benefits received by the Underwriters shall be deemed to be equal to the total underwriting discounts and commissions, in each case as set forth on the cover page of the Prospectus. Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the Company on the one hand or the Underwriters on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to above.

Notwithstanding the provisions of this paragraph (iv), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8, each person who controls an Underwriter within the meaning of either the Securities Act or the Exchange Act and each director, officer, employee and agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the Company within the meaning of either the Securities Act or the Exchange Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (iv).

Section 9. Default by an Underwriter . If any one or more Underwriters shall fail to purchase and pay for any of the Offered Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Offered Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Offered Securities set forth opposite the names of all the remaining Underwriters) the Offered Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided , however , that in the event that the aggregate amount of Offered Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Offered Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Securities, and if such nondefaulting Underwriters do not purchase all the Offered Securities, this Agreement will terminate without liability to any nondefaulting Underwriters or the Company other than as provided in Section 11. In the event of default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representative shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Section 10. Termination . This Agreement shall be subject to termination in the absolute discretion of the Representative, by notice given to the Company prior to delivery of and payment for the Offered Securities, if prior to such time any of the following shall have occurred: (i) trading in any securities of the Company has been suspended by the Commission or a national securities exchange, or trading generally on the New York Stock Exchange shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices of securities shall have been required, on said exchange, (ii) a banking moratorium shall have been declared either by Federal or New York State authorities or (iii) any outbreak or escalation of hostilities or other national or international calamity or crisis, if the effect of such outbreak, escalation, calamity or crisis would, in the judgment of Citigroup Global Markets Inc., make the offering or delivery of the Offered Securities impracticable.

Section 11. Representations and Indemnities to Survive . The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Offered Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement.

Section 12. Notices . All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representative, will be mailed, delivered or faxed and confirmed to the Representative at c/o Citigroup Global Markets Inc., 388 Greenwich Street, Facsimile: (212) 816-7912, Attention: General Counsel or, if sent to the Company, will be mailed, delivered or telegraphed and confirmed to it at 190 Carondelet Plaza, Suite 1530, Clayton, Missouri 63105, Attention of the Secretary.

Section 13. Successors . This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons, employees and agents referred to in Section 8 hereof, and no other person will have any right or obligation hereunder.

Section 14. Counterparts . This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to each of the other parties hereto. Delivery of an executed counterpart of a signature page to this Agreement by telecopier, facsimile, email or other electronic transmission ( i.e ., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 15. Applicable Law . This Agreement, and any claim, controversy or dispute arising under or related to this Agreement will be governed by and construed in accordance with the laws of the State of New York.

Section 16. Submission to Jurisdiction . The Company and each Underwriter hereby submits to the exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company and each Underwriter waives any objection which it may now or hereafter have to the laying of venue of any such suit or proceeding in such courts. The Company and each Underwriter agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company and each Underwriter and may be enforced in any court to the jurisdiction of which the Company or any such Underwriter is subject by a suit upon such judgment.

Section 17. Integration . This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof.

Section 18. Waiver of Jury Trial . The Company and the Underwriters hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

Section 19. No Fiduciary Duty . The Company hereby acknowledges that (i) the purchase and sale of the Offered Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (ii) the Underwriters are acting as principal and not as an agent or fiduciary of the Company and (iii) the Company’s engagement of the Underwriters in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Section 20. Compliance with USA Patriot Act . In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.

If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters.


Very truly yours,

OLIN CORPORATION,

By:		/s/ Stephen C. Curley
		Name: Stephen C. Curley
		Title: Vice President and Treasurer


The foregoing Agreement is
hereby confirmed and accepted
as of the date specified above.

By: CITIGROUP GLOBAL MARKETS INC.

By:		/s/ Kirkwood Roland
		Name: Kirkwood Roland
		Title: Managing Director

For itself and the other several

Underwriters named in Schedule I to

the foregoing Agreement.


By: DEUTSCHE BANK SECURITIES INC.

As the Independent Underwriter

By:		/s/ Scott Plieger
		Name: Scott Plieger
		Title: Managing Director

By:		/s/ Alvin Varughese
		Name: Alvin Varughese
		Title: Director

SCHEDULE I


Underwriter	Principal Amount of Offered Securities to be Purchased
Citigroup Global Markets Inc.	$	137,500,000.00
J.P. Morgan Securities LLC	$	82,500,000.00
Merrill Lynch, Pierce, Fenner & Smith Incorporated	$	71,500,000.00
Wells Fargo Securities, LLC	$	71,500,000.00
PNC Capital Markets LLC	$	60,500,000.00
SMBC Nikko Securities America, Inc.	$	44,000,000.00
Scotia Capital (USA) LLC	$	33,000,000.00
MUFG Securities Americas Inc.	$	16,500,000.00
Deutsche Bank Securities Inc.	$	16,500,000.00
TD Securities (USA) LLC	$	16,500,000.00
TOTAL:	$	550,000,000

SCHEDULE II

SIGNIFICANT SUBSIDIARIES OF OLIN CORPORATION


Significant Subsidiary		Shareholders/Members
Blue Cube Holding LLC		Blue Cube Spinco LLC

Blue Cube Holdings C.V.		Blue Cube International Holdings LLC Blue Cube Holding LLC

Blue Cube Intermediate Holding 1 LLC		Blue Cube Holdings C.V.

Blue Cube International Holdings LLC		Blue Cube Spinco LLC

Blue Cube Operations LLC		Blue Cube Holding LLC

Blue Cube Spinco LLC		Olin Corporation

Nedastra International C.V.		Blue Cube Intermediate Holding 2 LLC Blue Cube Intermediate Holding 1 LLC

Olin Sunbelt, Inc.		Olin Corporation

Olin Sunbelt II, Inc.		Olin Corporation

Olin Chlorine 7, LLC		Blue Cube Holding LLC

Sunbelt Chlor Alkali Partnership		Olin Sunbelt, Inc. Olin Sunbelt II, Inc. Olin Corporation

Winchester Ammunition, Inc.		Olin Corporation

SCHEDULE III

[See attached]

SCHEDULE IV

CERTAIN OLIN CORPORATION DEBT AGREEMENTS

Indenture dated as of August 19, 2009 among Olin Corporation and The Bank of New York Mellon Trust Company, N.A., as supplemented by the Second Supplemental Indenture dated as of August 9, 2012, as supplemented by the Third Supplemental Indenture dated as of August 22, 2012, issuing the Company’s 5.50% Senior Notes due 2022, and the Fourth Supplemental Indenture dated as of March 9, 2017, issuing the Company’s 5.125% Senior Notes due 2027.

Indenture dated as of October 5, 2015 between Blue Cube Spinco Inc. and U.S. Bank National Association, as supplemented by the First Supplemental Indenture dated as of October 5, 2015 among Olin Corporation, Blue Cube Spinco Inc. and U.S. Bank National Association, issuing Blue Cube Spinco Inc.’s 9.75% Senior Notes due 2023.

Amended and Restated Credit Agreement dated as of October 5, 2015, as amended by the Second Amendment Agreement thereto dated as of March 9, 2017, among Olin Corporation, Blue Cube Spinco Inc., Olin Canada ULC, the lenders thereunder and Wells Fargo Bank, National Association, as administrative agent.

Amended and Restated Credit and Funding Agreement dated as of December 9, 2010, as amended by the First Amendment thereto dated as of December 27, 2010, the Second Amendment thereto dated as of April 27, 2012, the Third Amendment thereto dated as of June 23, 2014, the Fourth Amendment thereto dated as of June 23, 2015, the Fifth Amendment thereto dated as of September 29, 2016 and the Sixth Amendment thereto dated as of March 9, 2017, among Olin Corporation, the lenders and other parties party thereto from time to time and PNC Bank, National Association, as administrative agent.

6)	Receivables Financing Agreement dated as of December 20, 2016, among Olin Corporation, Olin Finance Company, LLC, the persons from time to time party thereto as lenders and as group agents, PNC Bank, National Association, as administrative agent and PNC Capital Markets LLC, as structuring agent.

Exhibit 4.1

EXECUTION VERSION

OLIN CORPORATION

5.000% SENIOR NOTES DUE 2030

FIFTH SUPPLEMENTAL INDENTURE

DATED AS OF JANUARY 19, 2018

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

TABLE OF CONTENTS


		Page

	ARTICLE I

	DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1.	Definitions		2
SECTION 1.2.	Other Definitions		7
SECTION 1.3.	Incorporation by Reference of Trust Indenture Act		7
SECTION 1.4.	Rules of Construction		8

	ARTICLE II

	THE NOTES

SECTION 2.1.	Creation of Series of Securities		8
SECTION 2.2.	Terms of the Notes		8
SECTION 2.3.	Exchange of Global Notes for Certificated Notes		9
SECTION 2.4.	Defaulted Interest		10

	ARTICLE III

	REDEMPTION

SECTION 3.1.	[reserved]		10
SECTION 3.2.	Sinking Fund		10
SECTION 3.3.	Optional Redemption		10

	ARTICLE IV

	CERTAIN COVENANTS

SECTION 4.1.	Change of Control Repurchase Event		10
SECTION 4.2.	Payment of Notes		11
SECTION 4.3.	Note Guarantees		12
SECTION 4.4.	Future Guarantees		13
SECTION 4.5.	Certain Amendments to the Base Indenture		13

	ARTICLE V

	DEFAULTS AND REMEDIES

SECTION 5.1.	Events of Default		14
SECTION 5.2.	Acceleration		16
SECTION 5.3.	Waiver of Past Defaults		16
SECTION 5.4.	Control by Majority		16
SECTION 5.5.	Rights of Holders of Notes to Receive Payment		16

-i-



	ARTICLE VI

	DEFEASANCE AND COVENANT DEFEASANCE

SECTION 6.1.	Option to Effect Defeasance or Covenant Defeasance	17
SECTION 6.2.	Defeasance and Discharge	17
SECTION 6.3.	Covenant Defeasance	18
SECTION 6.4.	Conditions to Defeasance or Covenant Defeasance	18
SECTION 6.5.	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	20
SECTION 6.6.	Repayment to Company	20
SECTION 6.7.	Reinstatement	21

	ARTICLE VII

	CONCERNING THE TRUSTEE

SECTION 7.1.	Separate Trustee Designation	21
SECTION 7.2.	Reports by Company	21
SECTION 7.3.	Certain Rights of Trustee	21

	ARTICLE VIII

	AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 8.1.	Without Consent of Holders of the Notes	22
SECTION 8.2.	With Consent of Holders of Notes	23
SECTION 8.3.	Compliance with Trust Indenture Act	23
SECTION 8.4.	Revocation and Effect of Consents	23
SECTION 8.5.	Notation on or Exchange of Notes.	24
SECTION 8.6.	Trustee to Sign Amendments, Etc	24

	ARTICLE IX

	APPLICATION OF FIFTH SUPPLEMENTAL INDENTURE AND CREATION OF THE INITIAL NOTES

SECTION 9.1.	Application of This Fifth Supplemental Indenture	24
SECTION 9.2.	Effect of Fifth Supplemental Indenture	25

	ARTICLE X

	MISCELLANEOUS

SECTION 10.1.	The Fifth Supplemental Indenture	26
SECTION 10.2.	Counterparts	26

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EXHIBITS


Exhibit A		FORM OF 5.000% SENIOR NOTE

-iii-

FIFTH SUPPLEMENTAL INDENTURE (this “ Fifth Supplemental Indenture ”), dated as of January 19, 2017, by and between Olin Corporation, a Virginia corporation (the “ Company ”), and U.S. Bank National Association, as trustee (in such capacity, and solely with respect to the series of Debt Securities provided for herein, the “ Trustee ”).

WHEREAS, the Company, The Bank of New York Mellon Trust Company, N.A., (the “ Original Trustee ”) and the Trustee entered into a Second Supplemental Indenture (the “ Second Supplemental Indenture ”), dated as of August 9, 2012, which supplemented and amended the Indenture, dated as of August 19, 2009, between the Company and the Original Trustee (such Indenture, as supplemented and amended by the Second Supplemental Indenture, the “ Base Indenture ”);

WHEREAS, Sections 2.01, 2.03 and 10.01 of the Base Indenture provide, among other things, that the Company and the Trustee may enter into a supplemental indenture to the Base Indenture for, among other things, the purpose of establishing the designation, form, terms and provisions of Debt Securities (as defined in the Base Indenture) of any series as permitted by Sections 2.01, 2.03 and 10.01 of the Base Indenture;

WHEREAS, on the date hereof the Company desires to establish and issue a new series of Debt Securities, to be designated as the Company’s 5.000% Senior Notes due 2030 (the “ Initial Notes ”) pursuant to the Base Indenture, as supplemented and amended by this Fifth Supplemental Indenture, which Notes (as defined below) shall be senior unsecured obligations of the Company;

WHEREAS, the Company desires to designate and appoint U.S. Bank National Association to serve as Trustee under the Indenture with respect to the Notes in the manner contemplated by Section 201 of the Second Supplemental Indenture, with the effect of causing the Notes to constitute a Designated Series (as defined in the Second Supplemental Indenture) for all purposes of the Indenture; and

WHEREAS, the Company desires to enter into a supplemental indenture pursuant to Sections 2.01, 2.03 and 10.01 of the Base Indenture to establish the designation, form, terms and provisions of the Notes and to make deletions, modifications and additions to the Base Indenture pertaining to the Notes, as contemplated by Sections 2.01, 2.03 and 10.01 of the Base Indenture.

NOW, THEREFORE, in consideration of the foregoing, the parties hereto, for the benefit of each other and for the equal and proportionate benefit of the other parties and for the equal and ratable benefit of the Holders of (i) the Initial Notes and (ii) Additional Notes (as defined herein), if any, issued from time to time (together with the Initial Notes, the “ Notes ”), hereby enter into this Fifth Supplemental Indenture, which amends, modifies, supplements and restates (as applicable) the Base Indenture with respect to (and only with respect to) the Notes, as follows:

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1. Definitions .

“ Applicable Premium ” means, with respect to any Note on any Redemption Date, as calculated by the Company, the greater of: (1) 1.0% of the principal amount of such Note; and (2) the excess, if any, of (a) (i) the sum of the present value at such Redemption Date of (A) the redemption price of such Note at February 1, 2024 (such redemption price being set forth in the table appearing in Section 5 of Exhibit A attached hereto) plus (B) all required interest payments due on such Note through February 1, 2024, computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points minus (ii) accrued and unpaid interest on such Note to, but excluding, the Redemption Date; over (b) the then-outstanding principal amount of such Note.

“ Additional Notes ” means Notes (other than the Initial Notes), if any, issued pursuant to Article II hereof and otherwise in compliance with the provisions of this Fifth Supplemental Indenture.

“ Bankruptcy Law ” means Title 11 of the U.S. Code or any similar federal or state bankruptcy, insolvency or similar law.

“ Below Investment Grade Rating Event ” means the Notes are rated below Investment Grade by both Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by either of the Rating Agencies).

“ Board of Directors ” means (i) with respect to the Company or any Subsidiary, its board of directors or any duly authorized committee thereof; (ii) with respect to a corporation, the board of directors of such corporation or any duly authorized committee thereof; and (iii) with respect to any other entity, the board of directors or similar body of the general partner or managers of such entity or any duly authorized committee thereof.

“ Business Day ” means each day that is not a Legal Holiday.

“ Capital Stock ” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants or options to purchase any of the foregoing.

“ Certificated Notes ” means Notes that are in the form of Exhibit A attached hereto, other than the Global Notes.

“ Change of Control ” means the occurrence of any of the following:

(i) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the Company’s properties or assets and those of the Company’s Subsidiaries, taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), other than the Company or one of the Company’s wholly owned Subsidiaries;

(ii) the adoption of a plan relating to the Company’s liquidation or dissolution; or

(iii) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), other than the Company or one of the Company’s wholly owned Subsidiaries, becomes the beneficial owner, directly or indirectly, of more than 50% of the Company’s Voting Stock, measured by voting power rather than number of shares.

Notwithstanding the foregoing, a transaction effected to create a holding company for the Company will not be deemed to involve a Change of Control if (a) pursuant to such transaction the Company becomes a wholly owned Subsidiary of such holding company and (b) the holders of the Voting Stock of such holding company immediately following such transaction are the same as the holders of the Company’s Voting Stock immediately prior to such transaction.

“ Change of Control Repurchase Event ” means the occurrence of a Change of Control and a Below Investment Grade Rating Event. The Company will promptly give written notice to the Trustee of any Change of Control Repurchase Event.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Commission ” means the Securities and Exchange Commission and any successor thereto.

“ Company ” has the meaning set forth in the preamble hereto until a successor replaces it in accordance with the applicable provisions of this Fifth Supplemental Indenture and, thereafter, means the successor thereto.

“ Credit Agreement ” means that certain Amended and Restated Credit Agreement dated as of October 5, 2015 (as further amended, amended and restated, supplemented or otherwise modified, refinanced or replaced from time to time, including by the Second Amendment Agreement dated as of March 9, 2017), among the Company, Blue Cube Spinco LLC, Olin Canada ULC, the lenders thereunder and Wells Fargo Bank, National Association, as administrative agent, including any related notes, guarantees, instruments and agreements executed in connection therewith (in each case as further amended, amended and restated, supplemented or otherwise modified, refinanced or replaced from time to time).

“ Debt ” means any notes, bonds, debentures or other similar evidences of indebtedness for money borrowed, issued, assumed or guaranteed by the Company.

“ Default ” means any event that is, or after notice or passage of time, or both, would be, an Event of Default.

“ Equity Offering ” means any public or private sale of common stock of the Company, other than (1) public offerings of common stock of the Company registered on Form S-8 (or any successor form) and (2) issuances of any such stock to a Subsidiary.

“ Depositary ” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in the Base Indenture as the Depositary with respect to the Notes, until a successor shall have been appointed and become such pursuant to the Base Indenture, and, thereafter, “Depositary” shall mean or include such successor.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Guarantor ” means any Subsidiary of the Company that executes a Note Guarantee in respect of the Notes in accordance with the provisions of the Indenture.

“ GAAP ” means generally accepted accounting principles in the United States, consistently applied, as set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board, or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, which are in effect as of the Issue Date.

“ Global Note Legend ” means the legend identified as such in Section 2.15(a) of the Base Indenture.

“ Global Notes ” means the Notes in global form and registered in the name of the Depositary or its nominee that are in the form of Exhibit A attached hereto.

“ Holder ” means a Person in whose name a Note is registered in the security register.

“ Indenture ” means the Base Indenture, as amended and supplemented by this Fifth Supplemental Indenture and any other supplemental indentures thereto.

“ Investment Grade ” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s) and BBB- or better by S&P (or its equivalent under any successor rating categories of S&P) (or, in each case, if such Rating Agency ceases to rate the Notes for reasons outside of the Company’s control, the equivalent investment grade credit rating from any Rating Agency selected by the Company as a replacement Rating Agency).

“ Issue Date ” means January 19, 2018.

“ Legal Holiday ” means a Saturday, a Sunday or a day on which banking institutions are not required by law, regulation or executive order to be open in the State of New York.

“ Moody’s ” means Moody’s Investors Services, Inc. and any successor to its rating agency business.

“ Mortgage ” means any mortgage, lien, pledge or other encumbrance issued, assumed or guaranteed by us.

“ Note Guarantee ” means any guarantee in respect of the Notes that may from time to time be entered into by a Subsidiary of the Company after the Issue Date in accordance with the provisions of the Indenture.

“ Officer ” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary, any Assistant Secretary or any Vice-President of such Person.

“ Officers’ Certificate ” means a certificate signed by two Officers of the Company, one of whom must be the principal executive officer, the principal financial officer or the principal accounting officer of the Company.

“ Opinion of Counsel ” means an opinion from legal counsel who is reasonably acceptable to the Trustee, and which opinion shall be addressed to the Trustee in its capacity as such, and shall comply with any applicable provisions herein. The counsel may be an employee of or counsel to the Company or any Subsidiary of the Company.

“ Paying Agent ” means any Person authorized by the Company to pay the principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance, covenant defeasance or similar payment with respect to, any Notes on behalf of the Company.

“ Person ” means any individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof.

“ Prospectus Supplement ” means the Prospectus Supplement dated January 16, 2018 to the Prospectus dated March 6, 2017, relating to the initial offering and sale of the Notes.

“ Rating Agency ” means (i) each of Moody’s and S&P and (ii) if either of Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange Act selected by us as a replacement agency for Moody’s or S&P, or both, as the case may be.

“ Redemption Date ” has the meaning set forth in Section 5 of Exhibit A hereto.

“ Restricted Subsidiary ” means (i) any Subsidiary which owns or leases, directly or indirectly, a Principal Property and (ii) any Subsidiary which owns, directly or indirectly, any stock or indebtedness of a Restricted Subsidiary, except that a Restricted Subsidiary shall not include (a) any Subsidiary engaged primarily in financing receivables, making loans, extending credit or other activities of a character conducted by a finance company (including any special

purpose “escrow” Subsidiary) or (b) any Subsidiary (x) which conducts substantially all of its business outside the United States and its territories and possessions, (y) that is organized or existing under the laws of a jurisdiction other than the United States, any state thereof or the District of Columbia or (z) the principal assets of which are stock or indebtedness of Subsidiaries described in clause (x) or (y) above.

“ S&P ” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Significant Subsidiary ” has the meaning set forth in Rule 1-02 of Regulation S-X promulgated by the Commission.

“ Stated Maturity ,” when used with respect to (i) any Note or any installment of interest thereon, means the date specified in such Note as the fixed date on which the principal amount of such Note or such installment of interest is due and payable and (ii) any other indebtedness or any installment of interest thereon, means the date specified in the instrument governing such indebtedness as the fixed date on which the principal of such indebtedness or such installment of interest is due and payable.

“ Subsidiary ” means any corporation, association or other business entity of which more than 50%, by number of votes, of the Voting Stock is at the time directly or indirectly owned by the Company.

“ TIA ” means the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb), as amended, as in effect on the date hereof.

“ Treasury Rate ” means, as of any Redemption Date, the weekly average rounded to the nearest 1/100 ^th of a percentage point (for the most recently completed week for which such information is available as of the date that is two Business Days prior to the Redemption Date (or in connection with a Discharge, two Business Days prior to the date of deposit with the Trustee)) of the yield to maturity of United States Treasury securities with a constant maturity (as compiled and published in Federal Reserve Statistical Release H.15 with respect to each applicable day during such week or, if such Statistical Release is no longer published, any publicly available source of similar market data) most nearly equal to the period from the Redemption Date to February 1, 2024; provided , however, that if the period from the Redemption Date to February 1, 2024 is not equal to the constant maturity of a United States Treasury security for which such a yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for the two maturities most closely corresponding to the period from the Redemption Date to February 1, 2024 for which such yields are given, except that if the period from the Redemption Date to February 1, 2024 is less than one year, the weekly average yield on actually traded United States Treasury Securities adjusted to a constant maturity of one year shall be used.

“ Trustee ” has the meaning set forth in the recitals to this Fifth Supplemental Indenture until a successor replaces it in accordance with the applicable provisions of this Fifth Supplemental Indenture and the Base Indenture and, thereafter, means the successor.

“ Unsecured Debt ” means any unsecured Debt (other than any Debt incurred from time to time in connection with the Credit Agreement or any intercompany Debt) in an aggregate principal amount outstanding in excess of $100.0 million (1) incurred pursuant to a credit facility providing for revolving credit loans and/or term loans, including any related notes, guarantees, instruments and agreements executed in connection therewith, or (2) that is issued in (A) a public offering registered under the Securities Act or (B) a private placement to institutional investors that is underwritten for resale in accordance with Rule 144A or Regulation S of the Securities Act; provided that this clause (2) shall not include the Notes (or any Additional Notes), any Debt issued to institutional investors in a direct placement of such Debt that is not underwritten by an intermediary or any other type of Debt incurred in a manner not customarily viewed as a “securities offering”.

“ Voting Stock ” of a person means all classes of Capital Stock of such person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors (or persons performing similar functions).

SECTION 1.2. Other Definitions .


Term		Defined in Section
“Base Indenture”		Recitals
“Debt Securities”		Recitals
“Event of Default”		5.1
“Initial Notes”		Recitals
“Notes”		Recitals
“Original Trustee”		Recitals
“Second Supplemental Indenture”		Recitals
“Fifth Supplemental Indenture”		Recitals

SECTION 1.3. Incorporation by Reference of Trust Indenture Act . This Fifth Supplemental Indenture is subject to the mandatory provisions of the TIA which are incorporated by reference in, and made a part of, this Fifth Supplemental Indenture with respect to (and only with respect to) the Notes. Whenever this Fifth Supplemental Indenture refers to a provision of the TIA, the provision is incorporated by reference in, and made a part of, this Fifth Supplemental Indenture.

The following TIA term has the following meaning:

“ obligor ” on the Notes means the Company and any successor obligor upon the Notes.

All other terms used in this Fifth Supplemental Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by the Commission rule under the TIA have the meanings so assigned to them therein.

SECTION 1.4. Rules of Construction . Unless the context otherwise requires, for purposes of this Fifth Supplemental Indenture:

(1) a term has the meaning assigned to it herein;

(2) an accounting term not otherwise defined herein has the meaning assigned to it in accordance with GAAP or a successor to GAAP;

(3) “or” is not exclusive;

(4) words in the singular include the plural, and in the plural include the singular;

(5) unless otherwise specified, any reference to a Section or an Article refers to such Section or Article of this Fifth Supplemental Indenture;

(6) provisions apply to successive events and transactions; and

(7) references to sections of or rules under the Exchange Act or the TIA shall be deemed to include substitute, replacement or successor sections or rules adopted by the Commission from time to time.

ARTICLE II

THE NOTES

SECTION 2.1. Creation of Series of Securities . Pursuant to Section 2.03 of the Base Indenture, there is hereby created a new series of Debt Securities designated as the “5.000% Senior Notes due 2030” in an unlimited aggregate principal amount. On the Issue Date, the Company will issue $550,000,000 in aggregate principal amount of the Notes.

SECTION 2.2. Terms of the Notes . Pursuant to Section 2.01 of the Base Indenture, the Notes shall be substantially in the form annexed hereto as Exhibit A . The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Fifth Supplemental Indenture. The Company shall be entitled to issue Additional Notes under this Fifth Supplemental Indenture that shall have identical terms and conditions as the Initial Notes, other than with respect to the date of issuance and, if issued after August 1, 2018, the date from which interest thereon will begin to accrue. The Initial Notes issued on the Issue Date and any Additional Notes shall be part of the same series as the Initial Notes and will be treated as a single class for all purposes under this Fifth Supplemental Indenture and the Base Indenture. The Initial Notes issued on the Issue Date will be represented by one or more Global Notes in the name of Cede & Co., as a nominee of the Depositary, The Depository Trust Company. The Notes shall be in initial denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

With respect to any Additional Notes, in addition to any other requirements set forth in the Base Indenture, the Company shall set forth in an Officers’ Certificate, a copy of which shall be delivered to the Trustee, the following information:

(i) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Fifth Supplemental Indenture;

(ii) the issue price, the issue date and the CUSIP number of such Additional Notes; provided, however , that if any Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP number and ISIN, as applicable, from the Initial Notes; and

(iii) whether such Additional Notes will be issued as Global Notes or as Certificated Notes and whether and to what extent the Additional Notes will contain additional legends.

SECTION 2.3. Exchange of Global Notes for Certificated Notes . Section 2.15 of the Base Indenture is hereby supplemented, solely with respect to that series of Debt Securities which consists of the Notes, to add the following provisions:

(i) Transfers of Interests in Global Notes for Certificated Notes . A Global Note may not be transferred as a whole except by the Depositary to a nominee of the Depositary or by the Depositary to a successor Depositary or a nominee of such successor Depositary. Global Notes shall be exchanged by the Company for Certificated Notes if (i) the Depositary (a) notifies the Company that it is unwilling or unable to continue as depositary for the Global Notes or (b) has ceased to be a clearing agency registered under the Exchange Act and, in each case, a successor depositary is not appointed; (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Certificated Notes; or (iii) there has occurred and is continuing an Event of Default with respect to the Notes entitling the Holder to accelerate the maturity of the Notes. Upon the occurrence of either of the preceding events in (i), (ii) or (iii) above, Certificated Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.09 of the Base Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to the first sentence of this paragraph (i) or Section 2.08 or 2.09 of the Base Indenture, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this paragraph (i).

(ii) Legends . Each Global Note issued under this Fifth Supplemental Indenture shall bear a legend in substantially the form as specified in Section 2.15(a) of the Base Indenture and any other appropriate legends specified in an Officers’ Certificate.

(iii) Cancellation and/or Adjustment of Global Notes . At such time as all beneficial interests in a particular Global Note have been exchanged for Certificated Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note will be returned to or retained and canceled by the

Trustee in accordance with Section 2.10 of the Base Indenture. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Certificated Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who shall take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

SECTION 2.4. Defaulted Interest . If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner to the Persons who are Holders on a subsequent special record date, which date shall be at the earliest practicable date but in all events at least five (5) Business Days prior to the payment date. The Company shall fix or cause to be fixed each such special record date and payment date and shall promptly thereafter notify the Trustee of any such date. At least fifteen (15) days before the special record date, the Company (or the Trustee, in the name and at the expense of the Company) shall deliver or cause to be delivered to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

ARTICLE III

REDEMPTION

SECTION 3.1. [reserved]

SECTION 3.2. Sinking Fund . The Company shall not be required to make sinking fund payments with respect to the Notes.

SECTION 3.3. Optional Redemption . The Base Indenture is hereby supplemented, solely with respect to that series of Debt Securities which consists of the Notes, to add the optional redemption provisions set forth in Exhibit A hereto with respect to the Notes.

ARTICLE IV

CERTAIN COVENANTS

SECTION 4.1. Change of Control Repurchase Event . The Base Indenture is hereby supplemented, solely with respect to that series of Debt Securities which consists of the Notes, to add the covenant set forth in this Section 4.1 with respect to the Notes. If a Change of Control Repurchase Event occurs, unless the Company has exercised its right to redeem the Notes as provided in the Indenture, the Company will make an offer to each Holder of Notes to repurchase all or any part (in integral multiples of $1,000 principal amount) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to the date of

purchase. Within 30 days following any Change of Control Repurchase Event or, at the Company’s option, prior to any Change of Control, but after a definitive agreement is in place for a Change of Control, the Company will mail a notice to each Holder, and provide notice to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase Notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Notes, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Notes by virtue of such conflict.

On the Change of Control Repurchase Event payment date, the Company will, to the extent lawful:

(A) accept for payment all Notes or portions of Notes properly tendered pursuant to the Company’s offer;

(B) deposit with the Paying Agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and

(C) deliver or cause to be delivered to the Trustee the Notes properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Notes being purchased by the Company.

The Paying Agent will promptly mail to each Holder of Notes properly tendered the purchase price for the Notes, and the Company will execute and direct the Trustee to promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.

The Company will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.

SECTION 4.2. Payment of Notes . The Company shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest shall be considered paid for all purposes hereunder on the date the Paying Agent, if other than the Company or a Subsidiary thereof, holds, as of 12:00 noon (New York City time), money deposited by the Company in immediately available funds and designated for and sufficient to pay all such principal, premium, if any, and interest then due.

SECTION 4.3. Note Guarantees . The Base Indenture is hereby supplemented, solely with respect to that series of Debt Securities which consists of the Notes, to add the covenant set forth in this Section 4.3 with respect to the Notes. The Notes will not be guaranteed by any of the Company’s Subsidiaries except to the extent the Company elects to cause any such Subsidiary to execute a Note Guarantee to guarantee the payment of the principal of, premium, if any, and interest on the Notes in order to comply with the covenant set forth under Section 4.4 pursuant to a Note Guarantee or otherwise.

Any Note Guarantee shall be evidenced by a supplemental indenture, executed by the applicable Guarantor and delivered by it to the Trustee, which shall set forth the terms and conditions of such Note Guarantee.

Any Guarantor will be automatically and unconditionally released from all obligations under its Note Guarantee, and such Note Guarantee shall thereupon terminate and be discharged and of no further force and effect, upon:

(a) receipt by the Trustee of a notification from the Company that such Note Guarantee will be released; and

(b) (i) any sale, exchange, disposition or transfer (by merger, consolidation or otherwise) of (x) any equity interests of such Guarantor following which such Guarantor is no longer a Restricted Subsidiary of the Company or (y) all or substantially all the properties and assets of such Guarantor to a Person that is not a Restricted Subsidiary of the Company;

(ii) the release, discharge or other termination of the Unsecured Debt (or the guarantee of Unsecured Debt issued by the Company or any Restricted Subsidiary by such Guarantor), including as a result of the repayment thereof, which resulted in the creation of such Note Guarantee (or would have resulted in the creation of a Note Guarantee had such Note Guarantee not already been in existence), so long as immediately after the release of such Note Guarantee (and after giving effect to all other substantially simultaneous releases of any other guarantees or indebtedness by such Guarantor), the Company would be in compliance with the covenant described in Section 4.4.

(iii) the merger or consolidation of such Guarantor with and into either the Company or any other Guarantor that is the surviving person in such merger or consolidation, or upon the liquidation of such Guarantor following the transfer of all or substantially all of its property and assets to either the Company or another Guarantor;

(iv) the exercise by the Company of its legal defeasance or covenant defeasance options, or the discharge of the Company’s obligations under the Indenture and the Notes, as described in Article VI; or

(v) such Guarantor no longer being a Restricted Subsidiary.

Upon any such occurrence specified above, the Trustee shall execute any documents prepared by the Company and reasonably required to acknowledge such release, discharge and termination in respect of such Note Guarantee. Neither the Company nor any Guarantor shall be required to make a notation on the Notes to reflect any such Note Guarantee or any such release, termination or discharge. Each Guarantor, and by its acceptance of the Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of a Guarantor not constitute a fraudulent conveyance or fraudulent transfer under Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and each Guarantor hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Section 4.3 or Section 4.4 hereof, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law.

SECTION 4.4. Future Guarantees . The Base Indenture is hereby supplemented, solely with respect to that series of Debt Securities which consists of the Notes, to add the covenant set forth in this Section 4.4 with respect to the Notes. If, after the Issue Date, any wholly owned Restricted Subsidiary creates, assumes or incurs any Unsecured Debt or guarantees any Unsecured Debt, in each case issued by the Company or any wholly owned Restricted Subsidiary after the Issue Date, then the Company shall cause such wholly owned Restricted Subsidiary, within 45 days from such creation, assumption, incurrence or guarantee of such Unsecured Debt, to guarantee the payment of the principal of, premium, if any, and interest on the Notes on an unsecured unsubordinated basis, except that no such guarantee of the Notes shall be required (a) as a result of any indebtedness (including any guarantees) by a Person (x) existing at the time such Person is merged into, or consolidated with, any Restricted Subsidiary, (y) existing at the time such Person becomes a Restricted Subsidiary or (z) being assumed by a Restricted Subsidiary in connection with a sale, lease or other disposition of the properties and assets of such Person (or a division thereof) as an entirety or substantially as an entirety to any Restricted Subsidiary; provided that in each case any such indebtedness or guarantee was not incurred in contemplation thereof, (b) by any Restricted Subsidiary that is prohibited by any applicable law, rule, regulation or contractual obligation (other than any contractual obligation created in contemplation of such incurrence or guarantee) from guaranteeing the Notes or (c) by any Restricted Subsidiary that would require governmental (including regulatory) consent, approval, license or authorization to provide a guarantee of the Notes (unless such consent, approval, license or authorization has been received).

SECTION 4.5. Certain Amendments to the Base Indenture .

(a) Section 4.05(a)(i) of the Base Indenture is hereby amended, solely with respect to that series of Debt Securities which consists of the Notes, by replacing the phrase “Mortgages existing on the date of the Indenture” with “Mortgages existing on the date of the Fifth Supplemental Indenture”.

(b) Section 4.05(b) and Section 4.06(b) of the Base Indenture are hereby each amended, solely with respect to that series of Debt Securities which consists of the Notes, by replacing the phrase “exceed the greater of (x) 10% of Consolidated Net Tangible Assets and (y) $300 million” at the end thereof with “exceed 15% of Consolidated Net Tangible Assets”.

(c) Section 4.05(c)(1)(a)(i) of the Base Indenture is hereby amended, solely with respect to that series of Debt Securities which consists of the Notes, by replacing the entirety of the text appearing in said Section 4.05(c)(1)(a)(i) with “[reserved]”.

(d) Section 5.03 of the Base Indenture is hereby amended, solely with respect to the series of Debt Securities which consists of the Notes, by replacing the entirety of said Section 5.03 with the following:

“Whether or not required by the Commission, so long as any Notes are outstanding, the Company shall furnish to the Holders, or file electronically with the Commission through the Commission’s Electronic Data Gathering, Analysis and Retrieval System (or any successor system), within the time periods specified in the Commission’s rules and regulations: (1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports. In addition, whether or not required by the Commission, the Company shall file a copy of all of the information and reports referred to in clauses (1) and (2) above with the Commission for public availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing) and make such information available to prospective investors.”

(e) Section 11.01 of the Base Indenture is hereby amended, solely with respect to that series of Debt Securities which consists of the Notes, by replacing the first, fourth, fifth and sixth references to “corporation” therein with “Person” and by replacing the second reference to “corporation” therein with “Person (if other than the Company)”.

ARTICLE V

DEFAULTS AND REMEDIES

SECTION 5.1. Events of Default . Each of the following constitutes an “ Event of Default ”:

(1) default in the payment in respect of the principal of (or premium, if any, on) any Note when due and payable (whether at Stated Maturity or upon repurchase, acceleration, optional redemption or otherwise);

(2) default in the payment of any interest upon any Note when it becomes due and payable, and continuance of such default for a period of 30 days;

(3) default in the performance, or breach, of any covenant or agreement of the Company or any Subsidiary in the Indenture (other than a covenant or agreement a default in the performance of which or the breach of which is specifically dealt with in clauses (1) or (2) above), and continuance of such default or breach for a period of 60 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the outstanding Notes ( provided that, and without limiting the foregoing in this clause (3), in the case of a default or breach of any covenant or agreement set forth in Section 5.03 of the Base Indenture (as amended by this Fifth Supplemental Indenture), no Event of Default shall occur (and any such default or breach shall be deemed to not have occurred for all purposes under the Indenture) with respect to any failure to furnish or file any information or report required thereunder if the Company files or furnishes such information or report within 120 days after the Company was required (or would have been required) to file the same pursuant to the Commission’s rules and regulations); and

(4) (i) the Company or any Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:

(a) commences a voluntary case;

(b) consents to the entry of an order for relief against it in an involuntary case;

(d) makes a general assignment for the benefit of its creditors; or

(e) generally is not paying its debts as they become due; or

(ii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(a) is for relief against the Company or any Significant Subsidiary, in an involuntary case;

(b) appoints a custodian of the Company or any Significant Subsidiary for all or substantially all of the property of the Company or any of its Significant Subsidiaries; or

and the order or decree remains unstayed and in effect for 60 consecutive days.

SECTION 5.2. Acceleration . If an Event of Default (other than an Event of Default specified in clause (4) of Section 5.1 with respect to the Company) occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the outstanding Notes may declare the principal of the Notes and any accrued interest on the Notes to be due and payable immediately by a notice in writing to the Company (and to the Trustee if given by Holders); provided , however , that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the outstanding Notes may rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal of or interest on the Notes, have been cured or waived as provided in the Indenture.

If an Event of Default specified in clause (4) of Section 5.1 occurs with respect to the Company, the principal of and any accrued interest on the Notes then outstanding shall ipso facto become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

SECTION 5.3. Waiver of Past Defaults . The Holders of not less than a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default with respect to the Notes and its consequences under this Fifth Supplemental Indenture except any such Default or Event of Default (1) in any payment in respect of the principal of (or premium, if any) or interest on any Notes, or (2) in respect of a covenant or provision of the Indenture or this Fifth Supplemental Indenture which under the terms hereof or thereof cannot be modified or amended without the consent of the Holder of each outstanding Note affected, which in either case shall require the consent of all of the Holders of the Notes then outstanding.

SECTION 5.4. Control by Majority . The Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust power conferred on it. However, (i) the Trustee may refuse to follow any direction that conflicts with law or this Fifth Supplemental Indenture, that the Trustee determines may be unduly prejudicial to the rights of other Holders or that may involve the Trustee in personal liability, and (ii) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

SECTION 5.5. Rights of Holders of Notes to Receive Payment . Notwithstanding any other provision of this Fifth Supplemental Indenture, the right of any Holder to receive payment of principal, premium, if any, and interest on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

ARTICLE VI

DEFEASANCE AND COVENANT DEFEASANCE

SECTION 6.1. Option to Effect Defeasance or Covenant Defeasance . The Company may, at the option of its Board of Directors evidenced by a resolution of its Board of Directors set forth in an Officers’ Certificate, at any time, elect to have either Section 6.2(a) or 6.3 hereof applied to all outstanding Notes and Note Guarantees upon compliance with the conditions set forth below in this Article VI.

SECTION 6.2. Defeasance and Discharge . (a) Upon the Company’s exercise under Section 6.1 hereof of the option applicable to this Section 6.2(a), the Company and each Guarantor, if any, shall, subject to the satisfaction of the conditions set forth in Section 6.4 hereof, be deemed to have been discharged from its respective obligations with respect to all outstanding Notes and Note Guarantees on the date the conditions set forth below are satisfied (hereinafter, “ defeasance ”). For this purpose, defeasance means that the Company shall be deemed to have paid and discharged the entire Debt represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 6.5 hereof and the other Sections of the Indenture referred to in clauses (a) and (b) below, and to have satisfied all of its other obligations under such Notes and, to the extent related to such Notes, the Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, premium, if any, and interest, if any, on such Notes when such payments are due from the trust referred to in Section 6.4(l) hereof; (b) the Company’s obligations with respect to such Notes under Sections 2.04, 2.05, 2.07, 2.08, 2.09, 4.02 and 4.04 of the Base Indenture; (c) the rights, powers, trusts, benefits and immunities of the Trustee, including, without limitation thereunder, under Section 7.06 of the Base Indenture and Sections 6.5 and 6.7 hereof and the Company’s obligations in connection therewith; (d) the Company’s rights under the optional redemption provisions of the Notes; and (e) the provisions of this Article VI. Subject to compliance with this Article VI, the Company may exercise its option under this Section 6.2(a) notwithstanding the prior exercise of its option under Section 6.3 hereof.

(b) The Company may terminate its obligations and the obligations of each Guarantor, if any, under the Indenture with respect to the Notes and Note Guarantees when:

(1) either: (A) all Notes theretofore authenticated and delivered have been delivered to the Trustee for cancellation, or (B) all such Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable within one year or are to be called for redemption within one year (a “ Discharge ”) under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire indebtedness on the Notes, not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest to the Stated Maturity or date fixed for redemption;

(2) the Company has paid or caused to be paid all other sums then due and payable under the Indenture by the Company with respect to the Notes;

(3) the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company is a party or by which the Company is bound;

(4) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Notes at maturity or on the date fixed for redemption, as the case may be; and

(5) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent under the Indenture relating to the Discharge have been complied with.

SECTION 6.3. Covenant Defeasance . Upon the Company’s exercise under Section 6.1 hereof of the option applicable to this Section 6.3, the Company shall, subject to the satisfaction of the conditions set forth in Section 6.4 hereof, be released from its obligations under the covenants contained in Sections 4.05, 4.06 and 5.03 of the Base Indenture (as amended hereby) and Sections 4.1, 4.3 and 4.4 hereof with respect to the outstanding Notes on and after the date the conditions set forth below are satisfied (hereinafter, “ covenant defeasance ”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, covenant defeasance means that, with respect to the outstanding Notes, the Company or any of its Subsidiaries may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default with respect to the Notes, but, except as specified above, the remainder of the Indenture and such Notes shall be unaffected thereby. In addition, upon the Company’s exercise under Section 6.1 hereof of the option applicable to this Section 6.3, subject to the satisfaction of the conditions set forth in Section 6.4 hereof, Section 5.1(4) (with respect to any Significant Subsidiary) hereof shall not constitute an Event of Default with respect to the Notes.

SECTION 6.4. Conditions to Defeasance or Covenant Defeasance . The following shall be the conditions to the application of either Section 6.2(a) or 6.3 hereof to the outstanding Notes:

In order to exercise either defeasance or covenant defeasance with respect to the Notes:

(1) the Company must irrevocably have deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of the Holders of, such Notes: (A) money in an amount, or (B) U.S. Government Obligations (as defined in

the Base Indenture) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount or (C) a combination thereof, in each case sufficient without reinvestment, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the entire indebtedness in respect of the principal of and premium, if any, and interest on such Notes on the Stated Maturity thereof or (if the Company has made irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name and at the expense of the Company) the redemption date thereof, as the case may be, in accordance with the terms of the Indenture and such Notes;

(2) in the case of defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of the Fifth Supplemental Indenture, there has been a change in the applicable United States federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders of such Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit, defeasance and discharge to be effected with respect to such Notes and will be subject to United States federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, defeasance and discharge were not to occur;

(3) in the case of covenant defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such outstanding Notes will not recognize gain or loss for United States federal income tax purposes as a result of the deposit and covenant defeasance to be effected with respect to such Notes and will be subject to federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and covenant defeasance were not to occur;

(4) no Default with respect to the outstanding Notes shall have occurred and be continuing at the time of such deposit after giving effect thereto (other than a Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Mortgage to secure such borrowing);

(5) such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, any material agreement or material instrument (other than the Indenture) to which the Company is a party or by which the Company is bound; and

(6) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such defeasance or covenant defeasance have been complied with.

Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) or (3) above with respect to a defeasance or a covenant defeasance need not to be delivered if all Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable, or (y) will become due and payable at Stated Maturity within one year or are to be called for redemption under irrevocable arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company.

SECTION 6.5. Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions . Subject to Section 6.6 hereof, all money and non-callable U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 6.5 and Sections 6.6 and 6.7 hereof, the “ Trustee ”) pursuant to Section 6.4 hereof in respect of the outstanding Notes shall be held in trust, shall not be invested, and applied by the Trustee, in accordance with the provisions of such Notes and the Indenture, to the payment, either directly or through any Paying Agent (including the Company or any Subsidiary acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable U.S. Government Obligations deposited pursuant to Section 6.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Anything in this Article VI to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the written request of the Company and be relieved of all liability with respect to any money or non-callable U.S. Government Obligations held by it as provided in Section 6.4 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 6.4(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent defeasance or covenant defeasance.

SECTION 6.6. Repayment to Company . Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium, if any, or interest, if any, on any Note and remaining unclaimed for one year after such principal and premium, if any, or interest has become due and payable shall be paid to the Company on its written request or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided , however , that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in The New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining shall be repaid to the Company.

SECTION 6.7. Reinstatement . If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable U.S. Government Obligations in accordance with Section 6.2(b) or 6.3 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations of the Company under the Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 6.2(b) or 6.3 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 6.2(b) or 6.3 hereof, as the case may be; provided , however , that, if the Company makes any payment of principal of, premium, if any, or interest on any Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE VII

CONCERNING THE TRUSTEE

SECTION 7.1. Separate Trustee Designation . The Company hereby designates and appoints U.S. Bank National Association, and, subject to the other applicable provisions of the Base Indenture and this Fifth Supplemental Indenture, its successors and assigns to serve as trustee with respect to that series of Debt Securities which consists of the Notes. The foregoing shall constitute the designation and appointment contemplated by Section 201 of the Second Supplemental Indenture, and the Notes shall constitute a “ Designated Series ” for all purposes of the Indenture.

SECTION 7.2. Reports by Company . Section 5.03 of the Base Indenture is hereby amended, solely with respect to that series of Debt Securities which consists of the Notes, to add the following provision as a new clause (d):

“(d) Delivery of the reports, information and documents to the Trustee required under Section 5.04 of the Base Indenture is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).”

SECTION 7.3. Certain Rights of Trustee . Section 7.02 of the Base Indenture is hereby amended, solely with respect to that series of Debt Securities which consists of the Notes, to add the following provisions as new clauses (i) and (j):

“(i) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder; and

(j) anything in the Indenture notwithstanding, in no event shall the Trustee be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to loss of profit), even if the Trustee has been advised as to the likelihood of such loss or damage and regardless of the form of action.”

ARTICLE VIII

AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 8.1. Without Consent of Holders of the Notes . Notwithstanding Section 8.2 of this Fifth Supplemental Indenture, without the consent of any Holders, the Company and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental to the Indenture for any of the following purposes with respect to the Notes (and only with respect to the Notes):

(1) to evidence the succession of another Person to the Company or to a Guarantor and the assumption by any such successor of the covenants of the Company or such Guarantor, as the case may be, in the Indenture and the Notes or the Note Guarantee, as applicable;

(2) to add to the covenants of the Company for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company;

(3) to add additional Events of Default;

(4) to provide for uncertificated Notes in addition to or in place of the certificated Notes;

(5) to evidence and provide for the acceptance of appointment under the Indenture by a successor Trustee;

(6) to provide for or confirm the issuance of additional debt securities in accordance with the terms of the Indenture;

(7) to add a Guarantor or to release a Guarantor in accordance with the Indenture;

(8) to cure any ambiguity, defect, omission, mistake or inconsistency;

(9) to make any other provisions with respect to matters or questions arising under the Indenture; provided , however , that such actions pursuant to this clause (9) shall not adversely affect the interests of the Holders of the Notes in any material respect, as determined in good faith by the Board of Directors of the Company;

(10) to conform the text of this Fifth Supplemental Indenture or the Notes to any provision of the “Description of Notes” in the Prospectus Supplement to the extent that the Trustee has received an Officers’ Certificate stating that such text constitutes an unintended conflict with the description of the corresponding provision in said “Description of Notes”; or

(11) to effect or maintain the qualification of the Indenture under the TIA.

SECTION 8.2. With Consent of Holders of Notes . With the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, the Company and the Trustee may enter into an indenture or indentures supplemental to the Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture applicable to the Notes or the Note Guarantees or of the Notes or of any Note Guarantee or of modifying in any manner the rights of the Holders under the Indenture, including the definitions therein, in each case with respect to the Notes (and only with respect to the Notes); provided , however , that no such supplemental indenture shall, without the consent of the Holder of each outstanding Note affected thereby:

(1) change the Stated Maturity of any Note or of any installment of interest on any Note, or reduce the amount payable in respect of the principal thereof or the rate of interest thereon or any premium payable thereon, or reduce the amount that would be due and payable on acceleration of the maturity thereof, or change the place of payment where, or the coin or currency in which, any Note or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof, or change the date on which any Notes may be subject to redemption or reduce the redemption price therefor;

(2) reduce the percentage in aggregate principal amount of the outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Indenture or certain defaults thereunder and their consequences) provided for in the Indenture;

(3) modify the obligations of the Company to make offers to purchase upon a Change of Control Repurchase Event if such modification was done after the occurrence of the related Change of Control;

(4) modify or change any provision of the Indenture affecting the ranking of the Notes in a manner adverse to the Holders of the Notes; or

(5) modify any of the provisions of this paragraph or provisions relating to waiver of defaults or certain covenants, except to increase any such percentage required for such actions or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby.

SECTION 8.3. Compliance with Trust Indenture Act . Every amendment or supplement to the Indenture or the Notes shall be set forth in an amended or supplemental indenture that complies with the TIA as then in effect.

SECTION 8.4. Revocation and Effect of Consents . Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder and every subsequent Holder of that Note or portion of the Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on the Note.

However, any such Holder or subsequent Holder may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. When an amendment, supplement or waiver becomes effective in accordance with its terms, it thereafter binds every Holder.

The Company may, but shall not be obligated to, fix a record date for determining which Holders consent to such amendment, supplement or waiver. If the Company fixes a record date, the record date shall be fixed at (i) the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished for the Trustee prior to such solicitation pursuant to Section 5.01 of the Base Indenture or (ii) such other date as the Company shall designate.

SECTION 8.5. Notation on or Exchange of Notes . The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee shall authenticate new Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

After any amendment, supplement or waiver becomes effective, the Company shall mail to Holders a notice briefly describing such amendment, supplement or waiver. The failure to give such notice shall not affect the validity and effect of such amendment, supplement or waiver.

SECTION 8.6. Trustee to Sign Amendments, Etc . The Trustee shall sign any amended or supplemental indenture authorized pursuant to this Article VIII if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. In signing or refusing to sign any amendment or supplemental indenture the Trustee shall be entitled to receive and (subject to Section 7.01 of the Base Indenture) shall be fully protected in relying upon an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amendment or supplemental indenture is authorized or permitted by this Fifth Supplemental Indenture, that all conditions precedent thereto have been met or waived, that such amendment or supplemental indenture is not inconsistent herewith, and that it will be valid and binding upon the Company in accordance with its terms.

ARTICLE IX

APPLICATION OF FIFTH SUPPLEMENTAL INDENTURE

AND CREATION OF THE INITIAL NOTES

SECTION 9.1. Application of This Fifth Supplemental Indenture . Notwithstanding any other provision of this Fifth Supplemental Indenture, the provisions of this Fifth Supplemental Indenture, including as provided in Section 9.2 below, are expressly and solely for the benefit of the Trustee and the Holders of the Notes. The Initial Notes constitute a series of Debt Securities as provided in Section 2.03 of the Base Indenture. Unless otherwise expressly specified, references in this Fifth Supplemental Indenture to specific Article numbers or Section numbers refer to Articles and Sections contained in this Fifth Supplemental Indenture, and not the Base Indenture or any other document.

SECTION 9.2. Effect of Fifth Supplemental Indenture . With respect to the Notes (and only with respect to the Notes), the Base Indenture shall be supplemented pursuant to Section 10.01(f) thereof to establish the terms of the Notes as set forth in this Fifth Supplemental Indenture, including, without limitation, as follows:

(i) Definitions . The definition of each term set forth in Section 1.01 of the Base Indenture is with respect to the Notes (and only with respect to the Notes) deleted and replaced in its entirety by the definition ascribed to such term in Article I of this Fifth Supplemental Indenture to the extent any such term is defined in both the Base Indenture and this Fifth Supplemental Indenture;

(ii) Provisions of General Application; Security Forms and Transfer and Exchange . The provisions of Article Two of the Base Indenture are, with respect to the Notes (and only with respect to the Notes), hereby supplemented by and shall be in addition to the provisions of Article II of this Fifth Supplemental Indenture;

(iii) Satisfaction and Discharge . The provisions of Article Twelve of the Base Indenture are, with respect to the Notes (and only with respect to the Notes), deleted and replaced in their entirety by the provisions of Article VI of this Fifth Supplemental Indenture;

(iv) Events of Default . The provisions of Section 6.01 and Section 6.06 of the Base Indenture are, with respect to the Notes (and only with respect to the Notes), deleted and replaced in their entirety by the provisions of Article V of this Fifth Supplemental Indenture;

(v) Supplemental Indentures . The provisions of Article Ten (other than Section 10.03) of the Base Indenture are, with respect to the Notes (and only with respect to the Notes), deleted and replaced in their entirety by the provisions of Article VIII of this Fifth Supplemental Indenture; and

(vi) Form of Note . Exhibit A of this Fifth Supplemental Indenture, with respect to the Notes (and only with respect to the Notes), shall be Exhibit A to the Base Indenture.

To the extent that the provisions of this Fifth Supplemental Indenture (including those referred to in clauses (i) through (vi) above) conflict with any provision of the Base Indenture, the provisions of this Fifth Supplemental Indenture shall govern and be controlling, with respect to the Notes (and only with respect to the Notes).

Except as set forth in this Fifth Supplemental Indenture, the provisions of the Base Indenture shall remain in full force and effect with respect to the Notes.

ARTICLE X

MISCELLANEOUS

SECTION 10.1. The Fifth Supplemental Indenture . The Base Indenture, as amended and modified by this Fifth Supplemental Indenture, hereby is in all respects ratified, confirmed and approved. This Fifth Supplemental Indenture shall be construed in connection with and as part of the Base Indenture.

SECTION 10.2. Counterparts . This Fifth Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Fifth Supplemental Indenture and of signature pages by facsimile or electronic format (i.e., “pdf’ or “tif’) transmission shall constitute effective execution and delivery of this Fifth Supplemental Indenture as to the parties hereto and may be used in lieu of the original Fifth Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or electronic format (i.e., “pdf’ or “tif’) shall be deemed to be their original signatures for all purposes.

SECTION 10.3. Recitals . The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representation as to the validity or sufficiency of this Fifth Supplemental Indenture or of the Notes.

SECTION 10.4. Effect of Headings . The Section headings herein are for convenience only and shall not affect the construction hereof.

SECTION 10.5. Indenture and Notes To Be Construed in Accordance with the Laws of the State of New York . This Fifth Supplemental Indenture and each Note shall be deemed to be a New York contract and for all purposes shall be construed in accordance with the laws of said state.

The Trustee hereby accepts the trusts in this Fifth Supplemental Indenture declared and provided, upon the terms and conditions hereinabove set forth.

[Signatures on following page]

IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed as of the date first above written.


OLIN CORPORATION

By:		/s/ Stephen C. Curley
		Name: Stephen C. Curley
		Title: Vice President and Treasurer

By:		/s/ Todd A. Slater
		Name: Todd A. Slater
		Title: Vice President and Chief Financial
		Officer

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

By:		/s/ Donald T. Hurrelbrink
		Name: Donald T. Hurrelbrink
		Title: Vice President

[ Fifth Supplemental Indenture ]

EXHIBIT A

FORM OF 5.000% SENIOR NOTE

(Face of Note)

5.000% Senior Notes due 2030

[Global Notes Legend]

[Insert the Global Note Legend, if applicable, pursuant to the provisions of the Indenture]

OLIN CORPORATION

5.000% SENIOR NOTES DUE 2030


No. ___		CUSIP:
		ISIN:

Olin Corporation promises to pay to Cede & Co., or registered assigns, the principal sum of Dollars ($ ) on February 1, 2030.

Interest Payment Dates: February 1 and August 1, beginning August 1, 2018

Record Dates: January 15 and July 15

Reference is made to further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefits under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.

In WITNESS HEREOF, the Company has caused this instrument to be duly executed.


Dated:

OLIN CORPORATION

By:
		Name:
		Title:


By:
		Name:
		Title:

[ Global Note ]

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Debt Securities of the series designated therein

referred to in the within-mentioned Indenture:

Dated:


U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:
		Authorized Signatory

[ Global Note ]

(Reverse of Note)

5.000% Senior Notes due 2030

OLIN CORPORATION

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

(1) Interest . Olin Corporation, a Virginia corporation, or its successor (together, “ Olin ”), promises to pay interest on the principal amount of this Note (the “ Notes ”) at a fixed rate of 5.000% per annum . Olin will pay interest in United States dollars semi-annually in arrears on February 1 and August 1 of each year, commencing on August 1, 2018 or, if any such day is not a Business Day, on the next succeeding Business Day (each an “ Interest Payment Date ”). Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including January 19, 2018; provided that if there is no existing Default or Event of Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date (but after January 19, 2018), interest shall accrue from such next succeeding Interest Payment Date, except in the case of the original issuance of the Notes, in which case interest shall accrue from the date of authentication. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The interest rate on the Notes will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application.

(2) Method of Payment . Olin will pay interest on the Notes (except defaulted interest) on the applicable Interest Payment Date to the Persons who are registered Holders of the Notes at the close of business on the January 15 and July 15 preceding the Interest Payment Date, even if such Notes are cancelled after such record date and on or before such Interest Payment Date, except as provided in Section 2.4 of the Fifth Supplemental Indenture with respect to defaulted interest. The Notes shall be payable as to principal, premium and interest at the office or agency of Olin maintained for such purpose within or without the City and State of New York, or, at the option of Olin, payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds shall be required with respect to principal of, premium, if any, and interest on, all Global Notes and all other Notes the Holders of which shall have provided written wire transfer instructions to Olin and the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

Any payments of principal of, and interest on, this Note prior to Stated Maturity shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. The amount due and payable at the maturity of this Note shall be payable only upon presentation and surrender of this Note at an office of the Trustee or the Trustee’s agent appointed for such purposes.

(3) Paying Agent and Registrar . Initially, U.S. Bank National Association, the Trustee under the Indenture with respect to the Notes, shall act as Paying Agent and Registrar. Olin may change any Paying Agent or Registrar without notice to any Holder. Olin or any of its Subsidiaries may act in any such capacity.

(4) Indenture . Olin issued the Notes under an Indenture dated as of August 19, 2009 (as supplemented and amended by the Second Supplemental Indenture dated as of August 9, 2012, among Olin, the Original Trustee and the Trustee, the “ Base Indenture ”), as further supplemented and amended by the Fifth Supplemental Indenture dated as of January 19, 2018 (the “ Fifth Supplemental Indenture ” and the Base Indenture, as so supplemented and amended, the “ Indenture ”), between Olin and the Trustee. The terms of the Notes include those stated in the Indenture and those made a part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb) (the “ TIA ”). To the extent the provisions of this Note are inconsistent with the provisions of the Indenture, the Indenture shall govern. The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of such terms. The Notes issued on the Issue Date are senior unsecured obligations of Olin limited to $550,000,000 in aggregate principal amount, plus amounts, if any, sufficient to pay premium and interest on outstanding Notes as set forth in Paragraph 2 hereof. The Indenture permits the issuance of Additional Notes subject to compliance with certain conditions.

(5) Optional Redemption. Except as set forth below, Olin shall not be entitled to redeem the Notes at its option.

(i) At any time prior to February 1, 2024, Olin may redeem the Notes at its option in whole at any time or in part from time to time, upon notice as described below, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding, the date of redemption (the “ Redemption Date ”), subject to the rights of the holders of record on the relevant record date to receive interest due on the relevant interest payment date.

(ii) The Notes are redeemable at Olin’s option, in whole at any time or in part from time to time, on or after February 1, 2024 at the redemption prices (expressed as a percentage of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date), if redeemed during the twelve-month period beginning on February 1 of the years indicated below:


Year	Redemption Price
2024		102.500	%
2025		101.250	%
2026		100.625	%
2027 and thereafter		100.000	%

(iii) In addition, until February 1, 2021, Olin may, at any time and from time to time, upon notice as described below, redeem up to 35.0% of the aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding at a redemption price equal to 105.0% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to, but

excluding, the Redemption Date (subject to the rights of the holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date), with the net cash proceeds received by Olin from one or more Equity Offerings; provided that (1) at least 65.0% of the aggregate principal amount of the Notes (including Additional Notes, if any) remains outstanding immediately after the occurrence of each such redemption and (2) each such redemption occurs within 90 days of the closing of the applicable Equity Offering.

If Olin is redeeming less than all of the Notes at any time, the Trustee will select Notes on a pro rata basis to the extent practicable or in such manner as it shall deem fair and appropriate, subject to applicable exchange or depositary requirements.

Olin will redeem Notes of $2,000 or less in whole and not in part. Olin will cause notices of redemption to be delivered at least 30 but not more than 60 days before the redemption date to each holder of Notes to be redeemed at its registered address (or sent electronically in accordance with the applicable procedures of the depositary in the case of global Notes), except that redemption notices may be sent more than 60 days prior to the redemption date if the notice is issued in connection with a defeasance of Notes or a satisfaction and discharge of the Indenture. Any inadvertent defect in the notice of redemption, including an inadvertent failure to give notice, to any holder selected for redemption will not impair or affect the validity of the redemption of any other Note redeemed in accordance with provisions of the Indenture.

If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount thereof to be redeemed. Olin will issue a new Note in a principal amount equal to the unredeemed portion of the original Note in the name of the holder upon cancellation of the original Note; provided that new Notes will only be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. Notes held in certificated form must be surrendered to the paying agent in order to collect the redemption price. Unless Olin defaults in the payment of the redemption price (and subject to the prior satisfaction (or waiver by Olin) of any conditions precedent to the redemption), on and after the Redemption Date, interest ceases to accrue on Notes or portions of them called for redemption.

Notice of any redemption may, at the Olin’s discretion, be subject to one or more conditions precedent. In the event that the relevant conditions precedent are not satisfied (or waived by Olin) as of the date specified for redemption in any such notice (or amendment thereto), Olin may, in its discretion, rescind such notice or amend it on one or more occasions to specify another redemption date until the satisfaction (or waiver by Olin) of any such conditions precedent, unless such notice is earlier rescinded by Olin as described above. Subject to the foregoing, Notes called for redemption become due on the date fixed for redemption.

(6) Mandatory Redemption . Olin shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

(7) [reserved]

(8) Upon the occurrence of a Change of Control Repurchase Event, Olin shall make an offer to repurchase Notes, if and in the manner required by Section 4.1 of the Fifth Supplemental Indenture.

(9) Denominations, Transfer, Exchange . The Notes are in registered form without coupons in initial denominations of $2,000 and any integral multiple of $1,000 in excess thereof. The transfer of the Notes may be registered and the Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and Olin may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. Olin need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, it need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

(10) Persons Deemed Owners . The registered holder of a Note may be treated as its owner for all purposes.

(11) Defaults and Remedies . Each of the following constitutes an “ Event of Default ”:

(A) default in the payment in respect of the principal of (or premium, if any, on) any Note when due and payable (whether at Stated Maturity or upon repurchase, acceleration, optional redemption or otherwise);

(B) default in the payment of any interest upon any Note when it becomes due and payable, and continuance of such default for a period of 30 days;

(C) default in the performance, or breach, of any covenant or agreement of Olin or any Subsidiary in the Indenture (other than a covenant or agreement a default in the performance of which or the breach of which specifically dealt with in clauses (A) or (B) above), and continuance of such default or breach for a period of 60 days after written notice thereof has been given to Olin by the Trustee or to Olin and the Trustee by the Holders of at least 25% in aggregate principal amount of the outstanding Notes ( provided that, and without limiting the foregoing in this clause (C), in the case of a default or breach of any covenant or agreement set forth in Section 5.03 of the Base Indenture (as amended by the Fifth Supplemental Indenture), no Event of Default shall occur (and any such default or breach shall be deemed to not have occurred for all purposes under the Indenture) with respect to any failure to furnish or file any information or report required thereunder if Olin files or furnishes such information or report within 120 days after Olin was required (or would have been required) to file the same pursuant to the Commission’s rules and regulations); or

(D) (i) Olin or any Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:

(a) commences a voluntary case;

(b) consents to the entry of an order for relief against it in an involuntary case;

(d) makes a general assignment for the benefit of its creditors; or

(e) generally is not paying its debts as they become due; or

(ii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(a) is for relief against Olin or any Significant Subsidiary, in an involuntary case;

(b) appoints a custodian of Olin or any Significant Subsidiary for all or substantially all of the property of Olin or any of its Significant Subsidiaries; or

and the order or decree remains unstayed and in effect for 60 consecutive days.

(12) Trustee Dealings with Olin . The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for Olin or its affiliates, and may otherwise deal with Olin or its affiliates, as if it were not the Trustee.

(13) No Recourse Against Others . No director, officer, employee, stockholder, general or limited partner or incorporator, past, present or future, of Olin or any of its Subsidiaries, as such or in such capacity, shall have any personal liability for any obligations of Olin under the Notes or the Indenture by reason of his, her or its status as such director, officer, employee, stockholder, general or limited partner or incorporator. Each Holder of the Notes by accepting the Note waives and releases all such liability. The waiver and release are part of the consideration for the issuances of such Notes.

No recourse may, to the full extent permitted by applicable law, be taken, directly or indirectly, with respect to the obligations of Olin on the Notes or under the Indenture or any related documents, any certificate or other writing delivered in connection therewith, against (i) the Trustee in its individual capacity, or (ii) any partner, owner, beneficiary, agent, officer, director, employee, agent, successor or assign of the Trustee, each in its individual capacity, or (iii) any holder of equity in the Trustee.

Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes.

(14) Authentication . This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

(15) Abbreviations . Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

(16) CUSIP, ISIN Numbers . Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, Olin has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP, ISIN or other similar numbers in notices of redemption as a convenience to the Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

(17) GOVERNING LAW . THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE AND THE NOTES. EACH OF THE PARTIES TO THE INDENTURE, AND EACH HOLDER OF A NOTE BY ITS ACCEPTANCE THEREOF HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE OR THE NOTES OR THE TRANSACTIONS CONTEMPLATED THEREBY OR HEREBY.

Olin shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

Olin Corporation

190 Carondelet Plaza

Suite 1530

Clayton, Missouri 63105

Facsimile: (314) 862-7406

Attention: Eric Blanchard, Esq.

ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint

to transfer this Note on the books of Olin. The agent may substitute another to act for him.

Date:

Your Signature:

(Sign exactly as your name appears on the face of this Note)

Signature guarantee:

(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by Olin Corporation pursuant to Section 4.1 of the Fifth Supplemental Indenture (Change of Control Repurchase Event), check the box below:

[ ]

If you want to elect to have only part of the Note purchased by Olin Corporation pursuant to Section 4.1 of the Fifth Supplemental Indenture (Change of Control Repurchase Event), state the amount you elect to have purchased:

Date:

Your Signature:

(Sign exactly as your name appears on the Note)

Tax Identification Number:

Signature guarantee:

(Signature must be guaranteed by a participant in a recognized signature guarantee medallion program)

SCHEDULE A

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

The following exchanges of a part of this Global Note for other 5.000% Senior Notes due 2030 have been made:


Date of Exchange		Amount of Decrease in Principal Amount of this Global Note		Amount of Increase in Principal Amount of this Global Note		Principal Amount of this Global Note Following Such Decrease (or Increase)		Signature of Authorized Officer of Trustee or Note Custodian

Exhibit 5.1


				HUNTON & WILLIAMS LLP RIVERFRONT PLAZA, EAST TOWER 951 EAST BYRD STREET RICHMOND, VIRGINIA 23219-4074 TEL 804 • 788 • 8200 FAX 804 • 788 • 8218

				FILE NO: 29387.000040

January 19, 2018

Olin Corporation

1900 Carondelet Plaza, Suite 1530

Clayton, Missouri 63105

Olin Corporation

Public Offering of 5.000% Senior Notes due 2030

Ladies and Gentlemen:

We have acted as special Virginia counsel to Olin Corporation, a Virginia corporation (the “Company”), in connection with the Company’s offering and sale of $550,000,000 aggregate principal amount of its 5.000% Senior Notes due 2030 (the “Notes”) pursuant to the Underwriting Agreement, dated as of January 16, 2018 (the “Underwriting Agreement”), among the Company and Citigroup Global Markets Inc. and the other several underwriters named in Schedule I thereto.

The Notes are being offered and sold as described in the prospectus, dated March 6, 2017 (the “Base Prospectus”), contained in the Registration Statement on Form S-3 (Registration No. 333-216461) (the “Registration Statement”) filed by the Company on March 6, 2017 with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and the prospectus supplement thereto, dated January 16, 2018 (together with the Base Prospectus, the “Prospectus”). The Notes were issued pursuant to the terms of an Indenture, dated as of August 19, 2009 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Original Trustee”), as supplemented and amended by (a) the Second Supplemental Indenture, dated as of August 9, 2012 (the “Second Supplemental Indenture”), among the Company, the Original Trustee and U.S. Bank National Association, as successor trustee to the Original Trustee (the “Trustee”), and (b) the Fifth Supplemental Indenture, dated as of January 19, 2018 (the “Fifth Supplemental Indenture” and, together with the Base Indenture and the Second Supplemental Indenture, the “Indenture”), between the Company and the Trustee.

This opinion is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K.

ATLANTA AUSTIN BANGKOK BEIJING BRUSSELS CHARLOTTE DALLAS HOUSTON LONDON LOS ANGELES

MIAMI NEW YORK NORFOLK RALEIGH RICHMOND SAN FRANCISCO TOKYO TYSONS WASHINGTON

www.hunton.com

LOGO

Olin Corporation

January 19, 2018

Page 2

In connection with the foregoing, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, certificates of corporate officers and public officials and such other documents as we have deemed necessary for the purposes of rendering this opinion, including, among other things, (i) the Company’s Amended and Restated Articles of Incorporation, as amended through the date hereof, (ii) the Company’s Amended and Restated Bylaws, as amended to the date hereof, (iii) resolutions of the Company’s Board of Directors, adopted on January 11, 2018, (iv) resolutions of the Pricing Committee of the Company, adopted on January 16, 2018, (v) the Registration Statement, (vi) the Prospectus, (vii) an executed copy of the Base Indenture, (viii) an executed copy of the Fifth Supplemental Indenture, (ix) an executed copy of the global note representing the Notes and (x) an executed copy of the Underwriting Agreement.

For purposes of the opinions expressed below, we have assumed (i) the authenticity of all documents submitted to us as originals, (ii) the conformity to the originals of all documents submitted to us as certified, photostatic or electronic copies and the authenticity of the originals thereof, (iii) the legal capacity of natural persons, (iv) the genuineness of all signatures and the completion of all deliveries not witnessed by us and (v) the due authorization, execution and delivery of all documents by all parties and the validity, binding effect and enforceability thereof (other than the authorization, execution and delivery, as applicable, by the Company of the documents set forth in paragraphs 2 and 3 below).

As to factual matters, we have relied upon the documents furnished to us by the Company, the certificates and other comparable documents of officers and representatives of the Company, statements made to us in discussions with the Company’s management and certificates of public officials, without independent verification of their accuracy.

We do not purport to express an opinion on any laws other than those of the Commonwealth of Virginia.

Based upon the foregoing and such other information and documents as we have considered necessary for the purposes hereof, and subject to the assumptions, qualifications and limitations stated herein, we are of the opinion that:

1. The Company is a corporation duly incorporated and validly existing and in good standing under the laws of the Commonwealth of Virginia.

LOGO

Olin Corporation

January 19, 2018

Page 3

2. The Notes have been duly authorized, executed and delivered by the Company.

3. The Indenture has been duly authorized, executed and delivered by the Company.

We hereby consent to (a) the filing of this opinion with the Commission as an exhibit to the Company’s Current Report on Form 8-K, (b) the incorporation by reference of this opinion into the Registration Statement and the Prospectus and (c) the reference to this firm under the heading “Legal Matters” in the Registration Statement and the Prospectus. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder. Cravath, Swaine & Moore LLP, as special counsel to the Company, is entitled to rely on the opinions set forth in this letter for purposes of the opinion it proposes to deliver to you on the date hereof in connection with the Notes.

This opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company or the Notes. This opinion letter is rendered as of the date hereof, and we disclaim any obligation to advise you of facts, circumstances, events or developments that hereafter may be brought to our attention and that may alter, affect or modify the opinions expressed herein.

Very truly yours,

/s/ Hunton & Williams LLP

Exhibit 5.2

LOGO

January 19, 2018

Olin Corporation

$550,000,000 Aggregate Principal Amount of 5.000% Senior Notes due 2030

Ladies and Gentlemen:

We have acted as counsel for Olin Corporation, a Virginia corporation (the “Company”), in connection with the public offering and sale by the Company of $550,000,000 aggregate principal amount of its 5.000% Senior Notes due 2030 (the “Notes”) to be issued pursuant to an Indenture dated as of August 19, 2009 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A. (the “Original Trustee”), as amended and supplemented by the First Supplemental Indenture dated as of August 19, 2009 (the “First Supplemental Indenture”), between the Company and the Original Trustee, the Second Supplemental Indenture dated as of August 9, 2012 (the “Second Supplemental Indenture”), among the Company, the Original Trustee and U.S. Bank National Association (the “Trustee”), the Third Supplemental Indenture dated as of August 22, 2012 (the “Third Supplemental Indenture”), between the Company and the Trustee, the Fourth Supplemental Indenture dated as of March 9, 2017 (the “Fourth Supplemental Indenture”), between the Company and the Trustee, and the Fifth Supplemental Indenture dated as of the date hereof (the “Fifth Supplemental Indenture” and, together with the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture, the “Indenture”), between the Company and the Trustee.

In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purposes of this opinion, including the Indenture and the Registration Statement on Form S-3 (Registration No. 333-216461) filed with the Securities and Exchange Commission (the “Commission”) on March 6, 2017 (the “Registration Statement”), for registration under the Securities Act of

1933 (the “Securities Act”) of various securities of the Company, to be issued from time to time by the Company. As to various questions of fact material to this opinion, we have relied upon representations of officers or directors of the Company and documents furnished to us by the Company without independent verification of their accuracy. We have also assumed (a) the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies, (b) that the Indenture has been duly authorized, executed and delivered by, and represents a legal, valid and binding obligation of, the Original Trustee and the Trustee, as applicable, (c) that the Indenture has been duly authorized, executed and delivered by the Company and (d) that the Notes have been duly authorized by the Company.

Based on the foregoing and subject to the qualifications set forth herein, we are of opinion that when the Notes are authenticated in accordance with the provisions of the Indenture and delivered and paid for, the Notes will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and entitled to the benefits of the Indenture (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether such enforceability is considered in a proceeding in equity or at law).

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We also consent to the reference to our firm under the caption “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

We are admitted to practice in the State of New York, and we express no opinion as to matters governed by any laws other than the laws of the State of New York and the Federal laws of the United States of America. In particular, we do not purport to pass on any matter governed by the laws of Virginia.

Very truly yours,

/s/ Cravath, Swaine & Moore LLP

Olin Corporation

190 Carondelet Plaza, Suite 1530

Clayton, MO 63105-3443

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