EXHIBIT 2(B)
ARCO Chemical Company
3801 West Chester Pike
Newtown Square, PA 19073
December 4, 1996
Olin Corporation
501 Merritt 7
Norwalk, CT 06856
Re: Amendment No. 1 to the Asset Purchase Agreement
dated as of October 9, 1996 between ARCO Chemical
Company and Olin Corporation, as the same may be
amended from time to time (the "Agreement")
Dear Sirs:
This letter will confirm our agreement with respect to certain amendments to the
Agreement. All capitalized terms used herein without definition shall have the
meanings ascribed to them in the Agreement.
1. The definition of Closing Working Capital in Section 1.1 of the Agreement
is hereby amended and restated in its entirety as follows:
"Closing Working Capital" shall mean, as of December 1, 1996, (i) the
current assets of the Business included in the Acquired Assets minus
(ii) the current liabilities of the Business consisting of accounts payable
and accrued liabilities of the Business (excluding any Excluded Current
Liabilities), in each case determined on a basis consistent with, and
using, the methods and methodologies used in preparing the Interim Balance
Sheet; provided, however, that, if any line item or category (e.g.,
accounts receivable, inventory, etc.) included in the determination of the
Final Closing Working Capital was not included in the determination of or
referred to on the Interim Balance Sheet, such item or category shall be
determined in accordance with GAAP.
2. The first sentence of Section 2.3(a) of the Agreement is hereby amended and
restated in its entirety as follows:
At least three Business Days prior to December 1, 1996, Seller shall
deliver to Buyer its good faith written estimate of the Closing Working
Capital (with any adjustment thereto proposed by Buyer and agreed to by
Seller prior to December 1, 1996 (the "Estimated Closing Working
Capital")).
3. Buyer hereby assigns (a) its rights under the Agreement to purchase the
assets relating to the Business owned by Olin S.A. (France), Olin Kimya Sanryi
Dis Ticaretive Pezariana Anonin Sirketin (Olin Kimya Turkey), Olin (Proprietary)
Limited (Olin South Africa), Olin Brasil LTDA, Olin PTE Ltd. (Singapore), Olin
Corporation N.Z. Limited (Olin New Zealand), Olin Australia Limited, Olin
Quimica S.A. (Venezuela), Olin Industries Hong Kong Limited, and Olin Japan,
Inc. (each an "Olin Foreign Subsidiary"), and its obligations to assume any
liabilities of each such Olin subsidiary related to such assets (but only if
such liabilities would have constituted "Assumed Liabilities" if they had been
liabilities of Olin as of the Closing), to ARCO Chimie TDI, ARCO Chimie TDI,
ARCO Chimie TDI, ARCO Quimica do Brazil, LTDA, ARCO Chemical (Singapore) Pte,
Ltd., ARCO Chemical (Singapore) Pte Ltd., ARCO Chemical Australia Pty Limited,
Holanda Venezuela C.A., ARCO Chemical China, Limited, and ARCO Chemical Japan,
Inc. (each an "ARCO Foreign Designee"), respectively, (b) its rights under the
Agreement to purchase the Technology and the Patents (other than the Technology
subject to the License and Technology Development Agreement by and between Olin
and Air Products and Chemicals, Inc. dated as of May 9, 1995 and other than the
Technology transferred to Buyer pursuant to the Patent and Patent Application
Assignment and the Invention Assignment, in each case dated as of the date
hereof between Buyer and Seller) included in the Acquired Assets and its rights
and obligations related to such Technology and Patents under Sections 7.7, 7.8,
7.9 and 7.10 of the Agreement to ARCO Chemical Technology L.P. and (c) its
rights under the Agreement to purchase the trademarks, service marks,
copyrights, and trademark applications set forth on Schedule 3.13(a) of the
Agreement and associated goodwill included in the Acquired Assets to ARCO
Chemical Properties L.P. The undersigned ARCO Foreign Designees, ARCO Chemical
Properties L.P. and ARCO Chemical Technology L.P. hereby accept and agree to
such assignment and agree to be bound by the other terms of this Amendment
applicable to them.
4. Seller hereby delegates its obligations under the Agreement to sell,
assign, transfer, deliver and convey to Buyer the assets relating to the
Business owned by each Olin Foreign Subsidiary to each such respective Olin
Foreign Subsidiary. The undersigned Olin Foreign Subsidiaries hereby accept and
agree to such delegation and agree to be bound by the other terms of this
Amendment applicable to them.
5. (a) The parties hereto acknowledge and agree that the assignments,
delegations and assumptions described in paragraphs 3 and 4 hereof will be
effected pursuant to the purchase agreements described on Exhibit A hereto (the
"Supplemental Transfer Agreements") and each of Seller and Buyer will cause its
respective applicable subsidiaries or designees to execute and deliver such
Supplemental Transfer Agreements; provided that the Supplemental Transfer
Agreements to be executed by the Olin Foreign Subsidiaries set forth on
Exhibit B hereto shall be delivered after the date hereof in accordance with
paragraph 6 hereof. The parties hereto further acknowledge and agree that,
notwithstanding any provision of any of the Supplemental Transfer Agreements
(including but not limited to Sections 3.1 and 3.2 thereof) and except as
provided in paragraph 5(b) below, (i) any consideration required to be paid as
of the Closing Date by any ARCO Foreign Designee pursuant to any Supplemental
Transfer Agreement is deemed to have been paid as a portion of the Initial Cash
Payment and (ii) notwithstanding any provision of any Supplemental Transfer
Agreement, there shall be no post-Closing cash adjustment pursuant to any
provision of any Supplemental Transfer Agreement and any adjustment required by
any Supplemental Transfer Agreement shall only be made on the applicable books
and records of Olin and the Olin Foreign Subsidiaries and/or ARCO and the ARCO
Foreign Designees, as the case may be. Notwithstanding the terms and provisions
of paragraphs 3 and 4 of this Amendment (including the assignments, assumptions
and delegations therein), neither Buyer nor Seller shall be released from any of
their respective obligations under the Agreement. Buyer shall cause each ARCO
Foreign Designee to perform the obligations such Person has under the
Supplemental Transfer Agreements to which it is a party and Seller shall cause
each Olin Foreign Subsidiary to perform the obligations such Person has under
the Supplemental Transfer Agreement to which it is a party.
(b) Notwithstanding paragraph 5(a) above, the payment (the "Brazil
Payment") called for as of the Closing by ARCO Quimica do Brazil, LTDA ("ARCO
Brazil") to Olin Brasil LTDA pursuant to the Supplemental Transfer Agreement
between such two entities shall in fact be made as provided therein, and the
Initial Cash Payment to be made by Buyer to Seller shall be reduced by an equal
amount (using the then applicable exchange rate for Brazilian-U.S. currency
exchanges), and if any post-Closing adjustment is required to be made pursuant
to Section 3.2 of such Supplemental Transfer Agreement then, (i) if such
adjustment is a decrease in the amount of the Brazil Payment, Buyer shall
provide Seller with cash (in Brazilian Real using the exchange rate for
Brazilian-U.S. currency exchanges in effect on the date of such transfer
determined using the same method used in determining such exchange rate used in
calculating the Brazil Payment) in the amount of such decrease, Seller shall
transfer such funds to Olin Brasil LTDA and Seller shall then cause Olin Brasil
LTDA to transfer such funds to ARCO Brazil or (ii) if such adjustment is an
increase in the amount of the Brazil Payment Seller shall provide Buyer with
cash (in Brazilian Real using the exchange rate for Brazilian-U.S. currency
exchanges in effect on the date of such transfer determined using the same
method used in determining such exchange rate used in calculating the Brazil
Payment) in the amount of such increase, Buyer shall transfer such funds to ARCO
Brazil and Buyer shall then cause ARCO Brazil to transfer such funds to Olin
Brasil LTDA.
6. The parties hereto acknowledge and agree that certain assets relating to
the Business and owned by the Olin Foreign Subsidiaries listed on Exhibit B
hereto that, pursuant to Section 5.14 of the Agreement and paragraphs 3 and 4
hereof, are required to be transferred to the ARCO Foreign Designees designated
with an asterisk in Exhibit A hereto, and deemed to be Acquired Assets, at the
Closing, and certain liabilities related thereto that would constitute "Assumed
Liabilities" if such liabilities were obligations of Seller or any Olin Foreign
Subsidiary at such time, can not be transferred to, and assumed by, such ARCO
Foreign Designees as of the Closing because certain governmental approvals
and/or registrations or other material third party consents or approvals have
not yet been obtained and/or made. Notwithstanding the foregoing, Seller and
Buyer agree to proceed with the Closing and Buyer shall pay to Seller the entire
required Initial Cash Payment at the Closing, which includes the consideration
due with respect to the assets owned by the Olin Foreign Subsidiaries listed on
Exhibit B hereto. The parties hereto shall cooperate in making all filings and
taking all action necessary to enable all such assets and liabilities to be
legally transferred to Buyer or the applicable ARCO Foreign Designee at the
earliest possible date. In consideration thereof, Seller hereby agrees that,
until such time as such governmental approvals and/or registrations or other
third party consents or approvals, with respect to the transfer of such assets
and any Additional Working Capital Assets (as defined below), and the assumption
of the Foreign Assumed Liabilities (as defined below), have been obtained and/or
made and Buyer notifies Seller that Buyer is prepared to effect such transfer
(it being understood and agreed that if all required governmental and material
third party consents and approvals have been obtained, Buyer shall not delay the
applicable Foreign Delayed Closing past the date six months after the date
hereof), Seller shall, and shall cause each such Olin Foreign Subsidiary to, act
for the benefit of each such respective ARCO Foreign Designee with respect to
such assets, and any Additional Working Capital Assets and such Foreign Assumed
Liabilities and to conduct the Business in each jurisdiction listed on Exhibit B
hereto in the ordinary course consistent with past practice such that, upon the
transfer in each such jurisdiction, each such respective ARCO Foreign Designee
receives the full economic rights and benefits of such assets, and any
Additional Working Capital Assets, and assumes all of the applicable Foreign
Assumed Liabilities, of the Business in such jurisdiction from and after the
Closing as if such assets and liabilities had been transferred to and assumed by
each such respective ARCO Foreign Designee as of the Closing. The legal form of
cooperation between Olin South Africa, Olin Kimya Turkey, and Olin New Zealand,
on the one hand, and ARCO Chimie TDI and ARCO Singapore, on the other, during
the transitional period prior to such transfer shall be as set forth on Exhibit
C hereto (it being understood that with respect to South Africa and Turkey the
term "ARCO Foreign Designee" shall include Buyer's distributor in such
jurisdictions). The parties hereto acknowledge and agree that in Turkey, South
Africa and New Zealand the Olin Foreign Subsidiary will act as an independent
contractor and not as an agent. For the purposes of this Amendment, "Foreign
Assumed Liabilities" shall mean (i) liabilities incurred during the period from
the Closing to the date of the applicable Foreign Delayed Closing by the
applicable Olin Foreign Subsidiary with respect to the Business in the ordinary
course or otherwise with Buyer's prior consent, (ii) liabilities under contracts
entered into after the Closing by the applicable Olin Foreign Subsidiary
exclusively with respect to the Business in the ordinary course or otherwise
with Buyer's prior consent and (iii) liabilities to be assumed by the applicable
ARCO Foreign Designee under the applicable Supplemental Transfer Agreement.
Seller will report to Buyer on a monthly basis with respect to the Business in
each jurisdiction listed on Exhibit B hereto and will not make, and will cause
the applicable Olin Foreign Subsidiary not to make, any significant decisions
with respect to such Business, even if such decision would be in the ordinary
course, without Buyer's prior consent. With respect to each jurisdiction listed
on Exhibit B hereto, on the last Business Day of the month in which Buyer
notifies Seller that the requisite governmental approvals and/or registrations
or other material third party consents or approvals with respect to the transfer
of the assets, including any Additional Working Capital Assets, relating to the
Business of the Olin Foreign Subsidiary located therein and the assumption of
the applicable Foreign Assumed Liabilities have been obtained and/or made and
that Buyer is prepared to effect such transfer (but if such Business Day is less
than 10 days after such notice then on the last Business Day of the immediately
succeeding month), Seller agrees to cause such Olin Foreign Subsidiary, and
Buyer agrees to cause such ARCO Foreign Designee, (i) to execute and deliver an
assignment and assumption agreement, in a form substantially similar to the
agreement set forth as item 5 of Exhibit A with appropriate changes made to such
agreement to conform to local law and to provide for changes in the definition
of "Purchased Assets" therein and other relevant provisions to include therein
all current asset working capital items related to the Business in such
jurisdiction, including, but not limited to, cash, inventories, accounts
receivable and prepaid inventories (such working capital items to the extent
different from or in addition to any such items existing as of the Closing,
"Additional Working Capital Assets"), (ii) to effect the transfer to such ARCO
Foreign Designee, for no additional consideration other than the Initial Cash
Payment which the parties hereto hereby acknowledge that such amount shall
constitute, among other things, the consideration in respect of the anticipated
consummation of the applicable Foreign Delayed Closing and has already been paid
at the Closing (provided, however, that the relevant ARCO Foreign Designee shall
be required to pay to such Olin Foreign Subsidiary any applicable Value-Added
Taxes as provided in the applicable Supplemental Transfer Agreement), of such
assets, including any Additional Working Capital Assets, and such applicable
Foreign Assumed Liabilities at the time of such assignment and assumption (each
such time, a "Foreign Delayed Closing") and (iii) to pay to the Buyer any cash
related to the Business included in working capital at such time, such payment
to be in cash in the currency in which such cash is held by such Olin Foreign
Subsidiary by wire transfer of immediately available funds to an account
designated by Buyer. On a weekly basis, until the applicable Foreign Delayed
Closing is consummated, each such Olin Foreign Subsidiary shall transfer to
Buyer all cash received with respect to accounts receivable related to the
Business (net of any direct, out-of-pocket expenses, such as account payables
arising from and after December 1, 1996, of such Olin Foreign Subsidiary related
thereto excluding any expenses charged by Seller or any of its subsidiaries to
Buyer or any of its subsidiaries pursuant to any other agreement executed in
connection with the Agreement, including, but not limited to, the Ancillary
Agreements), such payments to be recorded as prepaid inventory by such Olin
Foreign Subsidiary. At the time of each such Foreign Delayed Closing, Seller
shall deliver to Buyer a statement setting forth in reasonable detail Seller's
calculation of the cumulative changes in cash flow and working capital for the
Business in such jurisdiction for the period from December 1, 1996 to the date
of such Foreign Delayed Closing, with such statement being certified as true and
correct by an executive officer of Seller. During the first 60 days after each
Foreign Delayed Closing, Seller shall provide Buyer with reasonable access to
the books and records and personnel of Seller and the applicable Olin Foreign
Subsidiary involved in preparing such statement and if Buyer disagrees with the
calculations in such statement, Buyer shall notify Seller thereof by the end of
such 60-day period and Seller and Buyer shall negotiate in good faith to resolve
such disagreement during the 30 days thereafter. If Buyer and Seller are not
able to resolve such disagreement within such 30-day period, then they shall
submit such disagreement to Seller's Accountant whose determinations with
respect to such disagreements shall be final absent manifest error. If such
review results in an amount due to Buyer, Seller shall pay Buyer such amount
within 2 business days after such amount is agreed upon by Buyer and Seller or
determined by Seller's Accountant. Each of Seller and Buyer shall bear 50% of
the fees and expenses of such accountant.
If such assets and applicable Foreign Assumed Liabilities relating to the
Business of any such Olin Foreign Subsidiary cannot be legally transferred to,
and assumed by, Buyer or any ARCO Foreign Designee, then no later than the date
six months after the date of this Amendment, the parties hereto agree to use
their reasonable best efforts to negotiate an equitable alternative to such
transfer and assumption that will make Buyer and Seller whole (it being
understood that if Seller is as a result thereof unable to transfer Inventory to
Buyer, it shall be permitted to dispose of such Inventory notwithstanding the
provisions of Section 7.4(a) of the Agreement).
Notwithstanding the delay in transferring such assets and applicable Foreign
Assumed Liabilities to Buyer or any ARCO Foreign Designee, all representations,
warranties and covenants in the Agreement shall continue to apply to such
assets, including any Additional Working Capital Assets, as if they were
"Acquired Assets" until such transfer or other equitable alternative is
effected. The representations, warranties and covenants of Seller and Buyer in
the Agreement shall be deemed to apply to each Olin Foreign Subsidiary with
respect to the assets and liabilities relating to the Business and owned by such
Olin Foreign Subsidiary. Notwithstanding the foregoing, each of Buyer and
Seller agree that any claim for any breach of any representation, warranty or
covenant in the Agreement relating to non-U.S. assets and liabilities shall be
brought exclusively by one parent against the other parent in the jurisdictions
set forth in Section 10.11(a) of the Agreement unless a court of competent
jurisdiction has determined that such a claim cannot be brought by Buyer or
Seller against Seller or Buyer, as the case may be, in which case such claim may
be asserted against the applicable Olin Foreign Subsidiary or ARCO Foreign
Designee, as the case may be, on a several but not joint basis.
With respect to the transfer from Olin Australia Limited to ARCO Chemical
Australia Pty Limited ("ARCO Australia"), the Foreign Delayed Closing of such
transfer is subject to and conditional upon such transfer not constituting any
breach of the provisions of section 50 of the Australian Trade Practices Act
1975 or any other provision of such Act. Each of ARCO Australia and Olin
Australia Limited shall provide and disclose to the other and to the Australian
Competition and Consumer Commission all relevant information as is required
(provided that any such information provided to the Commission is given on a
confidential basis) and each shall cause such other inquiries to be made with a
view to both such parties being satisfied that such transfer does not constitute
any breach of such Act. It is further agreed that such closing shall not be
effected until each of ARCO Australia and Olin Australia Limited indicate to the
other in writing that it is so satisfied. The closing of such transfer is also
subject to and conditional upon ARCO Australia obtaining the approval of the
Australian Foreign Investment Review Board in relation to such transfer whereby
the Treasurer of the Commonwealth of Australia confirms that he unconditionally
consents to or that he has no objection to the proposed transfer to ARCO
Australia under the Australian Commonwealth Government Foreign Investment
Policy, or the Treasurer ceases to be entitled to make an order under Part II of
the Australian Foreign Acquisitions and Takeovers Act 1975 (Commonwealth) in
respect of such transfer. In this respect, ARCO Australia agrees with Olin
Australia Limited to submit the request for approval to the Treasurer of the
Commonwealth of Australia immediately, if such approval has not already been
sought.
7. Upon the consummation of the Closing, except as provided in paragraph 6
hereof, the parties hereto acknowledge and agree that (a) all current asset
working capital items, including, but not limited to, inventories, accounts
receivable and prepaid inventories (other than cash), generated by Seller or any
of its subsidiaries with respect to the Business from and after December 1, 1996
through and including the Closing held by Seller or such subsidiaries for the
account and on behalf of Buyer and, except as provided in paragraph 6 hereof,
shall be transferred to Buyer by Seller or such subsidiaries as of the Closing
and (b) the current liabilities of the Business incurred by Seller or any of its
subsidiaries in the ordinary course consistent with past practice and arising
from and after December 1, 1996 through and including the Closing shall be
assumed by Buyer as of the Closing to the extent such liabilities would have
been included in Final Closing Working Capital had they been liabilities of
Seller as of December 1, 1996. In addition, any cash collected from and after
December 1, 1996 relating to the accounts receivable balances reflected in the
Final Closing Working Capital or accounts receivable generated from and after
December 1, 1996 shall be remitted by Seller to Buyer on the same terms as
provided in the agreement attached as item 9 of Part C of Schedule 1.1 to the
Agreement.
8. Buyer hereby agrees to indemnify Seller and its affiliates, and their
respective employees, officers, directors and agents and hold them harmless from
and against, and agrees promptly to defend them from and reimburse them for, any
and all Losses which they may at any time after the Closing suffer or incur, or
become subject to, as a result of or in connection with the operation of the
Business in the jurisdictions set forth on Exhibit B hereto as contemplated by
paragraph 6 hereof, other than Losses suffered or incurred, or to which they
become subject to, as a result of or in connection with (a) actions or omissions
by Seller or its Affiliates that Buyer establishes were materially inconsistent
with Seller's or the applicable Olin Foreign Subsidiary's ordinary course of
business (it being understood that inadvertent violations of law or good faith
actions or omissions by Seller or the applicable Olin Foreign Subsidiary shall
be deemed to be consistent with Seller's or the applicable Olin Foreign
Subsidiary's ordinary course of business) or (b) the gross negligence or willful
misconduct of Seller or any of its Affiliates.
9. In the event that (a) Buyer makes an offer of employment pursuant to
Section 9.1(a) of the Agreement to Robin Grieve, and up to two other
individuals, for a limited term of employment and such offer of employment is
accepted by any such individual, and (b) the employment of such individual is
terminated by Buyer within the period during which Buyer is required, pursuant
to Section 9.1(b) of the Agreement, to provide severance benefits that are no
less favorable than the basic and enhanced cash severance benefits provided by
Seller and its Affiliates under Seller's applicable severance plans and
arrangements set forth on Part B of Schedule 3.16 to the Agreement, then,
notwithstanding the provisions of Section 9.1(b) of the Agreement to the
contrary, the cost of providing such severance benefits to such individual in
accordance with Section 9.1(b) of the Agreement shall be borne equally by Buyer
and Seller and, in the case of Robin Grieve, such severance benefits shall be no
less favorable than as provided under his existing individual agreement with
Seller, which agreement provides severance benefits up to one year's salary.
Buyer's offer of employment to any such individuals will indicate that such
employment may be for one year or less.
10. Except as set forth herein, all other provisions of the Agreement remain
unaffected and in full force and effect. This letter may be executed in several
counterparts, each of which shall be deemed an original, but such counterparts
shall together constitute but one and the same agreement.
If the foregoing is in accordance with our agreement, please so indicate by
signing below.
Very truly yours,
ARCO CHEMICAL COMPANY
By: /s/Alan D. Kornfeld
Name: Alan D. Kornfeld
Title: Vice President
Acknowledged and Agreed:
OLIN CORPORATION ARCO CHIMIE TDI
By: /s/Anthony W. Ruggiero By: /s/Alan D. Kornfeld
Name: Anthony W. Ruggiero Name: Alan D. Kornfeld
Title: Senior Vice President Title: Attorney in Fact
and Chief Financial Officer
ARCO QUIMICA DO BRAZIL, LTDA
OLIN S.A.
By: /s/Alan D. Kornfeld
By: /s/Johnnie M. Jackson, Jr. Name: Alan D. Kornfeld
Name: Johnnie M. Jackson, Jr. Title: Attorney-in-fact
Title: Vice President, General
Counsel and Secretary & Attorney
in Fact
OLIN KIMYA SANRYI DIS ARCO CHEMICAL (SINGAPORE) PTE
TICARETIVE PEZARIANA ANONIN LTD.
SIRKETIN
By: /s/Alan D. Kornfeld
By: /s/Johnnie M. Jackson, Jr. Name: Alan D. Kornfeld
Name: Johnnie M. Jackson, Jr. Title: Attorney-in-fact
Title: Attorney in Fact and
Authorized Signatory
OLIN BRASIL LTDA ARCO CHEMICAL AUSTRALIA PTY
LIMITED
By: /s/Johnnie M. Jackson, Jr. By: /s/Alan D. Kornfeld
Name: Johnnie M. Jackson, Jr. Name: Alan D. Kornfeld
Title: Authorized Signatory Title: Attorney-in-fact
OLIN PTE LTD. HOLANDA VENEZUELA C.A.
By: /s/Johnnie M. Jackson, Jr. By: /s/Alan D. Kornfeld
Name: Johnnie M. Jackson, Jr. Name: Alan D. Kornfeld
Title: Authorized Signatory Title: Attorney-in-fact
OLIN CORPORATION N.Z. LIMITED ARCO CHEMICAL CHINA, LIMITED
By: /s/Johnnie M. Jackson, Jr. By: /s/Alan D. Kornfeld
Name: Johnnie M. Jackson, Jr. Name: Alan D. Kornfeld
Title: Authorized Signatory Title: Attorney-in-fact
OLIN AUSTRALIA LIMITED ARCO CHEMICAL JAPAN, INC.
By: /s/Johnnie M. Jackson, Jr. By: /s/Alan D. Kornfeld
Name: Johnnie M. Jackson, Jr. Name: Alan D. Kornfeld
Title: Authorized Signatory Title: Attorney-in-fact
OLIN QUIMICA S.A. ARCO CHEMICAL PROPERTIES L.P.
By: ARCO CHEMICAL TECHNOLOGY
MANAGEMENT, INC., its
By: /s/Johnnie M. Jackson, Jr. general partner
Name: Johnnie M. Jackson, Jr.
Title: Authorized Signatory By: /s/Alan D. Kornfeld
Name: Alan D. Kornfeld
OLIN JAPAN, INC. Title: Attorney-in-fact
By: /s/Johnnie M. Jackson, Jr. ARCO CHEMICAL TECHNOLOGY L.P.
Name: Johnnie M. Jackson, Jr. By: ARCO CHEMICAL TECHNOLOGY
Title: Authorized Signatory MANAGEMENT, INC., its
general partner
OLIN INDUSTRIES HONG KONG By: /s/Alan D. Kornfeld
LIMITED Name: Alan D. Kornfeld
Title: Attorney-in-fact
By: /s/Johnnie M. Jackson, Jr.
Name: Johnnie M. Jackson, Jr.
Title: Authorized Signatory
OLIN (PROPRIETARY) LIMITED
By: /s/Johnnie M. Jackson, Jr.
Name: Johnnie M. Jackson, Jr.
Title: Authorized Signatory
Exhibit A: Supplemental Transfer Agreements
1. Agreement of Sale and Purchase between ARCO Chimie TDI and
Olin S.A. (France)
2. Agreement of Sale and Purchase between ARCO Chimie TDI* and
Olin Kimya Sanryi Dis Ticaretive Pezariana Anonin Sirketin (Olin
Kimya Turkey)
3. Agreement of Sale and Purchase between ARCO Chimie TDI* and
Olin (Proprietary) Limited (Olin South Africa)
4. Agreement of Sale and Purchase between ARCO Quimica do
Brazil, LTDA and Olin Brasil LTDA
5. Agreement of Sale and Purchase between ARCO Chemical
(Singapore) Pte Ltd. and Olin PTE Ltd. (Singapore)
6. Agreement of Sale and Purchase between ARCO Chemical
(Singapore) Pte Ltd.* and Olin Corporation N.Z. Limited (Olin New
Zealand)
7. Agreement of Sale and Purchase between ARCO Chemical
Australia Pty Limited* and Olin Australia Limited
8. Agreement of Sale and Purchase between Holanda Venezuela
C.A. and Olin Quimica S.A. (Venezuela)
9. Agreement of Sale and Purchase between ARCO Chemical China,
Limited and Olin Industries Hong Kong Limited
10. Agreement of Sale and Purchase between ARCO Chemical Japan,
Inc.* and Olin Japan, Inc.
Exhibit B: Certain Olin Foreign Subsidiaries and Jurisdictions
Olin Kimya Sanryi Dis Ticaretive Pezariana Anonin Sirketin (Olin Kimya Turkey)
- -- Turkey
Olin (Proprietary) Limited (Olin South Africa) -- South Africa
Olin Japan, Inc. -- Japan
Olin Corporation N.Z. Limited (Olin New Zealand) -- New Zealand
Olin Australia Limited -- Australia
Exhibit C: Certain Foreign Jurisdictions
Turkey: Olin Kimya Turkey will act as distributor for ARCO Chimie TDI from the
Closing until such time as Buyer notifies Seller that the assets of the Business
in Turkey can be transferred to the applicable ARCO Foreign Designee. During
this transitional period, deliveries to Olin Kimya Turkey will be made D.D.U.
(Incoterms 1990) Olin Kimya Turkey's storage tanks. Payment will be made by
Olin Kimya Turkey 15 days after date of invoicing. Seller guarantees the full
and timely payment by Olin Kimya Turkey of all amounts due to ARCO Chimie TDI,
or any other Affiliate of Buyer, for product orders. Upon the transfer to Buyer
or the applicable ARCO Foreign Designee of the assets of the Business in Turkey,
all accounts payable due to ARCO Chimie TDI or its Affiliates, as well as all
inventory, accounts receivable and other assets (including goodwill) related to
such Business, shall be transferred by Olin Kimya Turkey to the applicable ARCO
Foreign Designee.
South Africa: Olin South Africa will act as distributor for ARCO Chimie TDI
from the Closing until such time as Buyer notifies Seller that the assets of the
Business in South Africa can be transferred to the applicable ARCO Foreign
Designee. During this transitional period, deliveries to Olin South Africa will
be made D.D.U. (Incoterms 1990) Olin South Africa's storage tanks. Payment
will be made by Olin South Africa 15 days after date of invoicing. Seller
guarantees the full and timely payment by Olin South Africa of all amounts due
to ARCO Chimie TDI, or any other Affiliate of Buyer, for product orders. Upon
the transfer to Buyer or the applicable ARCO Foreign Designee of the assets of
the Business in South Africa, all accounts payable due to ARCO Chimie TDI or its
Affiliates, as well as all inventory, accounts receivable and other assets
(including goodwill) related to such Business, shall be transferred by Olin
South Africa to the applicable ARCO Foreign Designee.
New Zealand: Olin New Zealand will act as distributor for ARCO Chemical
(Singapore) Pte. Ltd. from the Closing until such time as Buyer notifies Seller
that the assets of the Business in New Zealand can be transferred to the
applicable ARCO Foreign Designee. During this transitional period, deliveries
to Olin New Zealand will be made D.D.U. (Incoterms 1990) Olin New Zealand's
storage tanks. Payment will be made by Olin New Zealand 15 days after date of
invoicing. Seller guarantees that full and timely payment of Olin New Zealand
of all amounts due to ARCO Chemical (Singapore) Pte. Ltd., or any other
Affiliate of Buyer, for product orders. Upon the transfer to Buyer or
applicable ARCO Foreign Designee of the assets of the Business in New Zealand,
all accounts payable due to ARCO Chemical (Singapore) Pte. Ltd. or its
Affiliates, as well as all inventory, accounts receivable and other assets
(including goodwill) related to such Business, shall be transferred by Olin New
Zealand to the applicable ARCO Foreign Designee.