Material Agreement (Form 8-K)

Second Amendment to Credit Agreement

On October 27, 2026, Olin Corporation (the "Registrant") entered into an amendment (the "Second Amendment") to the Credit Agreement dated as of March 14, 2025 (as amended by the First Amendment, dated as of February 19, 2026, the "Existing Credit Agreement", and as amended by the Second Amendment, the "Amended Credit Agreement"), with the guarantors from time to time party thereto, the lenders and the issuing banks from time to time party thereto and Bank of America, N.A., as administrative agent and collateral agent. The closing of the Second Amendment and the effectiveness of the amendments to the Existing Credit Agreement contemplated thereby are subject to the satisfaction or waiver of specified conditions, including the consummation of the previously announced merger of equals business combination (the "Merger") between the Registrant and Huntsman Corporation ("Huntsman") pursuant to the Agreement and Plan of Merger, dated as of June 15, 2026.

On the closing date of the Second Amendment (the "Second Amendment Closing Date"), the Amended Credit Agreement will provide the Registrant with a new senior term loan facility in an aggregate principal amount of $750,000,000 (the "Term Loan Facility") and a new senior revolving credit facility in an aggregate principal amount of $1,750,000,000 (the "Revolving Credit Facility" and, together with the Term Loan Facility, the "Replacement Credit Facilities").

The Registrant will be the sole borrower under the Replacement Credit Facilities. The Registrant will be permitted to add any of its wholly-owned subsidiaries as an additional borrower under the Revolving Credit Facility.

During the period from the Second Amendment Closing Date until the date on which the guarantees and liens are released at the Registrant's election, with the Registrant's ability to make such election being subject to certification of pro forma compliance with certain leverage and interest coverage ratio thresholds (such period, the "Collateral Period"), the obligations under the Replacement Credit Facilities will be guaranteed by certain of the Registrant's subsidiaries, including, following the Merger, certain subsidiaries of Huntsman, and secured by first priority liens on certain assets of the Registrant and the guarantors, subject to customary exceptions.

Borrowings under the Revolving Credit Facility may be made in U.S. dollars, euros, sterling and certain other currencies. Borrowings under the Term Loan Facility may be made in U.S. dollars. Borrowings under the Replacement Credit Facilities will bear interest at rates equal to (i) SOFR, EURIBOR or SONIA, as applicable, plus a margin ranging from 1.500% to 2.125% or (ii) the base rate, plus a margin ranging from 0.500% to 1.125%, in each case as determined based on the Registrant's consolidated net leverage ratio in accordance with the Amended Credit Agreement. The Term Loan Facility will require quarterly principal amortization payments, beginning with the first full fiscal quarter ending after the Second Amendment Closing Date. The payments will equal 1.250% of the original principal amount per quarter through the fiscal quarter that includes the fourth anniversary of the Second Amendment Closing Date, and 1.875% per quarter thereafter. During the Collateral Period, the Registrant will be required to use the net cash proceeds of certain asset sales and casualty events to prepay the term loans, subject to reinvestment rights and other exceptions.

The Term Loan Facility is expected to be fully drawn on the Second Amendment Closing Date. The proceeds of the term loans and of any revolving loans made on that date are expected to be used to refinance the loans and commitments outstanding under the Existing Credit Agreement, to repay all amounts outstanding under and terminate Huntsman's existing revolving credit facility and to pay related fees and expenses. Any remainder is expected to be used for working capital and other general corporate purposes. After the Second Amendment Closing Date, loans under the Revolving Credit Facility will be available at any time prior to the maturity date of the Revolving Credit Facility, subject to customary conditions. The proceeds of loans borrowed under the Revolving Credit Facility after the Second Amendment Closing Date may be used for working capital and other general corporate purposes. The Replacement Credit Facilities are scheduled to mature on the date that is five years after the Second Amendment Closing Date.