Exhibit 2.1.1
Third Amendment
of
Asset Transfer Agreement
between
OCCIDENTAL CHEMICAL CORPORATION
as Seller
and
BORDEN CHEMICALS AND PLASTICS
OPERATING LIMITED PARTNERSHIP
as Buyer
This Third Amendment of Asset Transfer Agreement (the "Third Amendment")
dated as of May 2, 1995, is between Occidental Chemical Corporation ("Seller")
and Borden Chemicals and Plastics Operating Limited Partnership ("Buyer"). Terms
not otherwise specifically defined herein shall have the meanings assigned in
the Asset Transfer Agreement between Seller and Buyer dated as of August 12,
1994, as amended by that First Amendment of Asset Transfer Agreement dated as of
January 10, 1995, and as further amended by that Second Amendment of Asset
Transfer Agreement dated as of March 16, 1995 (the "Agreement").
WHEREAS, Seller and Buyer previously entered into the Agreement, and
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WHEREAS, Seller and Buyer wish to modify certain provisions of the
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Agreement.
NOW, THEREFORE, in consideration of the premises, the mutual promises
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hereinafter contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as hereinafter
set forth.
A. Section 9.5(a) of the Agreement is hereby amended to read, in its entirety,
as follows:
SECTION 9.5 Benefit Plans Transfer
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(a) All Transferred Employees shall cease to accrue service credit except
as expressly provided herein, under any and all of Seller's or any of its
affiliate's or subsidiaries' Welfare Plans, or under any and all of Seller's or
any of its affiliate's or subsidiaries' Pension Plans, in which participation
had been available to such Transferred Employees, including, but not limited to,
retirement and profit sharing plans, life, health, dismemberment, vacation
benefits and deferred compensation pay. Expenses incurred and expenses for
continuous periods of disability or hospitalization commencing but not completed
as of the Closing Date shall be responsibility of the Seller. Seller's liability
shall end when the disability or hospitalization ends. Seller shall retain
responsibility for the administration of the account balances of the Transferred
Employees who do not elect to transfer their assets to the Buyer from the
Occidental Petroleum Corporation Savings Plan ("PSA") and the Occidental
Petroleum Corporation Retirement Plan ("PRA"). Effective as of the Closing Date,
Seller agrees to cause Occidental Petroleum Corporation to vest fully the
Transferred Employees in their account balances in the PSA and the PRA. In that
both the Seller, its affiliates and Buyer wish to accommodate Transferred
Employees and provide maximum
retirement portability, Seller agrees to make distributions to participants
under the PSA in accordance with the provisions of Code section 401(k)(10) and
under the PRA in accordance with the views expressed by the Internal Revenue
Service in GCM39824, and to allow such participants to elect, in accordance with
procedures set forth in Code section 401(a)(31), to make a "direct rollover" of
so much of such distributions as may qualify, to the designated plans of Buyer.
Any participant may elect to leave PSA or PRA plan balances in the PSA or PRA in
lieu of taking a distribution. Any participant who elects to leave a balance in
the PSA shall also be granted the right to continue making loan repayments, if
any, by check, to Seller until such loan may be repaid. All such administrative
actions shall be detailed and completed by Seller and Buyer no later than three
full calendar months following the Closing Date. Buyer agrees to have the Borden
Inc. Consolidated Retirement Savings and Employee Stock Ownership Plan accept
distributions (but not loan amounts) as direct rollovers from the PSA and PRA
and to credit such amounts to each Transferred Employee's respective individual
account, subject to the individual employee promptly executing direct rollover
documentation in a form acceptable to the Buyer.
B. In all other respects, the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused their respective names
to be subscribed to this Third Amendment as of the date and year first above
written.
BORDEN CHEMICALS AND PLASTICS
OPERATING LIMITED PARTNERSHIP
By its General Partner, BCP MANAGEMENT, INC.
By: /s/ Joseph M. Saggese
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Joseph M. Saggese
Title: President
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OCCIDENTAL CHEMICAL CORPORATION
By: /s/ Donald G. Miller
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Donald G. Miller
Title: Vice President - Commercial Development
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