Exhibit 4.3
FORM OF 8.875% SENIOR
NOTE
(Face of Note)
8.875% Senior Notes due
2019
UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.
THIS NOTE IS A
GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE AND IS REGISTERED
IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY OR A
SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR
SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER
THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITARY) MAY BE REGISTERED EXCEPT IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
OLIN CORPORATION
8.875 % SENIOR NOTES DUE
2019
Olin
Corporation promises to pay to Cede & Co., or registered
assigns, the principal sum of
Dollars
($ ) on
August 15, 2019.
Interest
Payment Dates: February 15 and August 15,
beginning
Record
Dates: February 1 and August 1
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:
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OLIN
CORPORATION
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By:
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Name:
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Title:
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TRUSTEE’S
CERTIFICATE OF AUTHENTICATION
This is one of
the Notes
referred to in
the within-mentioned Indenture:
Dated:
THE BANK OF NEW
YORK MELLON
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TRUST
COMPANY, N.A.,
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as
Trustee
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By:
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Authorized
Signatory
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(Reverse of Note)
8.875% Senior Notes due
2019
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 8.875%
per annum. Olin will pay interest in United States
dollars (except as otherwise provided herein) semiannually in
arrears on February 15 and August 15 of each year,
commencing on February 15, 2010 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 August 19, 2009; 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 August 19, 2009), 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. Olin shall pay interest
(including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal at the rate equal to 1% per
annum in excess of the then applicable interest rate on the
Notes to the extent lawful; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law)
on overdue installments of interest (without regard to any
applicable grace period) at the same rate to the extent
lawful. 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 February 1 and August 1
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 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, The Bank
of New York Mellon Trust Company, N.A., the Trustee under the
Indenture, 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 Restricted Subsidiaries may
act in any such capacity.
(4)
Indenture . Olin issued the Notes under an
Indenture, dated as of August 19, 2009 between Olin and the
Trustee (the “ Base Indenture ”), as
supplemented by the Supplemental Indenture dated August 19, 2009
(the “ Supplemental Indenture ” and, as so
supplemented, 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
$150,000,000 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 .
(i) The
Notes are subject to redemption, at the option of the Company, in
whole or in part, at any time on or after August 15, 2014 upon
not less than 30 nor more than 60 days’ notice at the
following Redemption Prices (expressed as percentages of the
principal amount to be redeemed) set forth below, plus accrued and
unpaid interest, if any, to, but not including, the redemption date
(subject to the right of Holders of record on the relevant regular
record date to receive interest due on the relevant interest
payment date), if redeemed during the 12-month period beginning on
August 15 of the years indicated below:
(ii)&nbs