EXHIBIT 10.15(b)
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is executed
as of June 19, 1998, by and among Occidental Chemical Corporation, a New York
corporation ("OCC"), Oxy CH Corporation, a California corporation ("Oxy CH",
and, together with OCC, "Assignors"), and Occidental Chemical Holding
Corporation, a California corporation ("Assignee"):
W I T N E S S E T H:
Assignors, Occidental Petroleum Corporation, Lyondell Petrochemical
Company, Millennium Chemicals Inc. and Equistar Chemicals, LP, have entered into
that certain Amended and Restated Parent Agreement dated as of May 15, 1998 (the
"Parent Agreement"). Capitalized terms used in this Agreement and not expressly
defined herein shall have the meanings set forth in the Parent Agreement.
As contemplated by Section 4.7(c) of the Parent Agreement, Assignors and
Assignee desire to effect an assignment and assumption of certain guarantees,
undertakings, promises, rights, covenants and obligations of Assignors under the
Parent Agreement and to release and discharge Assignors of such guarantees,
undertakings, promises, rights, covenants and obligations thereunder.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, effective as of the date hereof, Assignors hereby ASSIGN, CONVEY
AND TRANSFER unto Assignee, and Assignee hereby assumes and agrees to pay,
perform, observe and discharge, fully and timely, all of Assignor's guarantees,
undertakings, promises, rights, covenants and obligations under Section 1 of the
Parent Agreement.
1. From and after the date hereof: (i) Assignee shall be the "Occidental
Parent" and a "Parent" for purposes of Section 1 of the Parent Agreement; (ii)
Assignors shall be fully released and discharged from any guarantees,
undertakings, promises, rights, covenants and obligations arising under Section
1 of the Parent Agreement; (iii) Assignors shall continue to be the "Occidental
Parent" and a "Parent" for purposes of Section 2 of the Parent Agreement; (iv)
each of the Assignors shall continue as a "Parent," and Assignee shall become a
"Parent" for purposes of Section 3 of the Parent Agreement and none of OPC,
Assignee, OCC or Oxy CH will be a "Subject Parent" with respect to each other
for purposes of Section 3; (v) each of Assignors and Assignee shall be a
"Parent" and a "Party" for purposes of Section 4 of the Parent Agreement; (vi)
any notice to be sent to Assignee under the Parent Agreement shall be sent to
Assignee at the address for Assignors set forth in Section 4.9 of the Parent
Agreement; and (vii) in connection with any Transfer pursuant to Section 2.1(e)
or (f) of the Parent Agreement that results in a release of Assignors' rights,
covenants and obligations arising under the Parent Agreement as provided
therein, Assignee shall be released from its obligations under the Parent
Agreement if the Successor Parent also assumes Assignee's obligations under the
Parent Agreement as provided herein and therein.
2. This Agreement shall be binding upon Assignee and its successors and
assigns, and shall inure to the benefit of Assignors and their respective
successors and assigns.
3. This Assumption Agreement shall be governed by the law of the State
of Delaware, without regard to conflict of laws principles.
4. This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original and all of which together shall be
deemed to be one and the same instrument.
EXECUTED as of the date first set forth above.
OCCIDENTAL CHEMICAL CORPORATION
By: /s/ DAVID C. YEN
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Name: David C. Yen
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Title: Vice President and Treasurer
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OXY CH CORPORATION
By: /s/ DAVID C. YEN
------------------------------------
Name: David C. Yen
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Title: Vice President and Treasurer
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OCCIDENTAL CHEMICAL HOLDING CORPORATION
By: /s/ DAVID C. YEN
------------------------------------
Name: David C. Yen
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Title: Vice President and Treasurer
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Effective as of the date first set forth above, the undersigned join in
the execution of this Agreement for purposes of: (i) consenting to the
assignment and assumption described herein; (ii) accepting the form and
substance of this Agreement for all purposes as required by Section 4.7 of the
Parent Agreement and (iii) agreeing to the terms reflected in Section 1 hereof.
LYONDELL PETROCHEMICAL COMPANY
By: /s/ T. KEVIN DeNICOLA
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Name: T. Kevin DeNicola
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Title: Vice President
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MILLENNIUM CHEMICALS INC.
By: /s/ George H. Hempstead III
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Name: George H. Hempstead III
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Title: Senior Vice President
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EQUISTAR CHEMICALS, LP
By: /s/ Eugene R. Allspach
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Name: Eugene R. Allspach
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Title: President and Chief Operating
Officer
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OCCIDENTAL PETROLEUM CORPORATION
By: /s/ A. R. Leach
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Name: A. R. Leach
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Title: Executive Vice President and
Chief Financial Officer
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