AMENDMENT TO PARTNERSHIP AGREEMENT
OLIN SUNBELT, INC.
1997 CHLORALKALI VENTURE, INC.
THIS AMENDMENT TO PARTNERSHIP AGREEMENT is entered into as of this 23rd day of December,
1997, between Olin Sunbelt, Inc., a Delaware corporation ("OSI"), and 1997 Chloralkali Venture, Inc. ("1997
CVI"), a Delaware corporation. .
WHEREAS, OSI and 1997 CVI entered into a Partnership Agreement dated as of August 23, 1996 as
amended (the "Partnership Agreement"), pursuant to which OSI and 1997 CVI (collectively, the "Partners")
established the Sunbelt Chlor Alkali Partnership, a Delaware general partnership (the "Partnership"); and
WHEREAS, OSI and 1997 CVI desire to amend the Partnership Agreement in certain respects as set forth
NOW THEREFORE, OSI and 1997 CVI agree as follows:
1. Section 5.03 of Article 5 is amended to read in its entirety as follows:
SECTION 5.03 RIGHT OF ASSIGNMENT WITH SHOT GUN SALE
The provisions of Sections 5.01 and 5.02 shall not apply to an assignment by OSI or 1997 CVI (the "Selling
Partner") of its interest in the Partnership as a part of a sale involving (i) in the case of OSI, more than the Olin
Plant Site, or (ii) in the case of 1997 CVI, more than Geon's LaPorte Texas facility; PROVIDED HOWEVER,
that in the event of such an assignment, the Selling Partner shall notify the other partner (the "Remaining Partner")
of such assignment and the Remaining Partner shall have a period of ninety (90) days after such notice to elect to
notify the Selling Partner (if the assignment has not yet occurred) or the assignee of the Selling Partner's interest (if
the assignment has occurred) that the Remaining Partner is triggering a Shot-Gun Sale, as set forth in Article 6
infra. Except in the event of such an assignment by the Selling Partner to an entity in the case of 1997 CVI in
competition with Olin's Chlor Alkali business, and in the case of OSI in competition with Geon's PVC, VCM, or
EDC businesses, the Remaining Partner will not be able to