Exhibit 10(ii)
ASSUMPTION OF LIABILITIES
AND
INDEMNITY AGREEMENT
This Assumption of Liabilities and Indemnity Agreement (this "Agreement")
is entered into as of December 31, 1996 by and between PRIMEX TECHNOLOGIES,
INC., a Virginia corporation, having its executive offices at 10101 Ninth Street
North, St. Petersburg, Florida 33716-3807 ("Primex"), and OLIN CORPORATION, a
Virginia corporation, having its executive offices at 501 Merritt 7, Norwalk,
Connecticut 06851 ("Olin") (Primex and Olin each being referred to as a "Party"
and collectively as the "Parties").
WITNESSETH:
WHEREAS, Olin and Primex have entered into that certain Distribution Agreement
dated as of December 30, 1996 concerning the spin-off of Primex from Olin (the
"Distribution Agreement"); and
WHEREAS, Olin and Primex desire to allocate certain liabilities and obligations
associated with their respective businesses;
NOW, THEREFORE, in consideration of the premises and of the mutual covenants
hereinafter set forth, the Parties hereby agree as follows:
I. PRIMEX ASSUMPTION AND INDEMNITY. Primex shall solely assume, and shall
indemnify and hold harmless Olin from and against:
A. All claims, damages, losses, liabilities, fines, penalties, costs and
expenses (including reasonable attorneys' fees and disbursements)
(collectively, "Liabilities") arising out of, associated with, or resulting
from the activities, business, operations, assets, properties, conduct or status
of Primex on or after the Effective Time (as defined in the Distribution
Agreement) except for the matter described in Article II.B below;
B. All Liabilities associated with the matters, current sites and
businesses described in Exhibit I, including, without limitation, those
Liabilities in connection with the removal, remediation or control of
environmental conditions at or associated with any of the sites identified
therein.
C. All Liabilities arising out of, associated with, or resulting from the
activities, business, operations, assets, properties, conduct or status of
Olin's Aerospace and Ordnance Divisions (including their respective constituent
Olin subsidiaries) prior to the Effective Time that are continued by Primex
following the Distribution (as defined in the Distribution Agreement) except
for the matter described in Article II.B below.
D. All Liabilities arising out of, associated with, or resulting from the
activities, business, operations, assets, properties, conduct or status of the
discontinued businesses and former sites related to Olin's Aerospace and
Ordnance Divisions (including their respective constituent Olin subsidiaries)
identified in Exhibit II, including, without limitation, Liabilities in
connection with the removal, remediation or control of environmental conditions
at any of the sites identified thereby and except for those matters described in
Article II.B and E below.
E. All Liabilities arising out of or resulting from or any of the
agreements and guarantees identified in Exhibit III except with respect to the
Partnership Agreement referred to in such Exhibit III only those Liabilities
accruing on or after the date the partnership interest under such Partnership
Agreement was transferred to Primex.
F. All Liabilities for employee benefits for which Primex is responsible
pursuant to Article VI of the Distribution Agreement.
G. All Liabilities arising out of, in connection with, or related to any
of the contracts with the U.S. Government, or any instruments or agreements
related thereto, that Olin was obligated to guarantee pursuant to the novation
of such contracts to Primex or its subsidiaries.
II. OLIN ASSUMPTION AND INDEMNITY. Olin shall solely assume, and shall
indemnify and hold harmless Primex from and against:
A. All Liabilities arising out of, associated with, or resulting from the
activities, business, operations, assets, properties, conduct or status of Olin
on or after the Effective Time;
B. Civil settlements, monetary judgments and legal fees and costs
(excluding without limitation obligations to fulfill the offset requirement), in
each case incurred and paid after the Effective Time, all in connection with the
Belgium Legal Matter described in Exhibit IV.
C. All other Liabilities arising out of, associated with, or resulting
from the activities, business, operations, assets, properties, conduct or status
of Olin prior to the Effective Time except for those described in Article I
above.
D. All claims and Liabilities for employee benefits for which Olin is
responsible pursuant to Article VI of the Distribution Agreement.
E. All Liabilities arising out of, associated with, or resulting from the
activities, business, operations, assets, properties, conduct or status of
Ravenna Army Ammunition Plant in Ravenna, Ohio and the Badger Army Ammunition
Plant in Baraboo, Wisconsin, including without limitation close-out costs,
unfunded pension costs, and unfunded retiree benefit cost.
F. All Liabilities arising out of or resulting from the Partnership
Agreement referred to in Exhibit III hereto that accrued prior to the date
the partnership interest arising under such Partnership Agreement was
transferred to Primex.
III. INSURANCE MATTERS. The amount which any indemnifying Party is or may be
required to pay to any indemnified Party hereunder shall be reduced (including,
without limitation, retroactively) by any proceeds of insurance policies or
other amounts actually recovered by or on behalf of such indemnified Party in
reduction of the related Liability. If an indemnified Party shall have received
the payment (an "Indemnity Payment") required by this Agreement from an
indemnifying Party in respect of any Liability and shall subsequently actually
receive proceeds of insurance policies or other amounts in respect of such
Liability, then such indemnified Party shall pay to such indemnifying Party a
sum equal to the amount actually received (up to but not in excess of the amount
of any Indemnity Payment made hereunder). An insurer who would otherwise be
obligated to pay any claim shall not be relieved of the responsibility with
respect thereto, or, solely by virtue of the indemnification provisions hereof,
have any subrogation rights with respect thereto, it being expressly understood
and agreed that no insurer or any other third party shall be entitled to a
benefit they would not otherwise be entitled to receive in the absence of the
indemnification provisions hereof by virtue of the indemnification provisions
hereof.
IV. PROCEDURES FOR INDEMNIFICATION.
A. THIRD PARTY CLAIMS. If a claim or demand is made against an
indemnified Party by any person who is not a party to this Agreement (a "Third
Party Claim") as to which such indemnified Party is entitled to indemnification
pursuant to this Agreement, such indemnified Party shall notify the indemnifying
Party in writing, and in reasonable detail, of the Third Party Claim promptly
(and in any event within 15 business days) after receipt by such indemnified
Party of written notice of the Third Party Claim; provided, however, that
failure to give such notification shall not affect the indemnification provided
hereunder except to the extent the indemnifying Party shall have been actually
prejudiced as a result of such failure (except that the indemnifying Party shall
not be liable for any expenses incurred during the period in which the
indemnified Party failed to give such notice). Thereafter, the indemnified
Party shall deliver to the indemnifying Party, promptly (and in any event within
15 business days) after the indemnified Party's receipt thereof, copies of all
notices and documents (including court papers) received by the indemnified Party
relating to the Third Party Claim.
If a Third Party Claim is made against an indemnified Party, the
indemnifying Party shall be entitled to participate in the defense thereof and,
if it so chooses and acknowledges in writing its obligation to indemnify the
indemnified Party therefor, to assume the defense thereof with counsel selected
by the indemnifying Party; provided, however, that such counsel is not
reasonably objected to by the indemnified Party. Should the indemnifying Party
so elect to assume the defense of a Third Party Claim, the indemnifying Party
shall not be liable to the indemnified Party for legal or other expenses
subsequently incurred by the indemnified Party in connection with the defense
thereof. If the indemnifying Party assumes such defense, the indemnified Party
shall have the right to participate in the defense thereof and to employ
counsel, at its own expense, separate from the counsel employed by the
indemnifying Party, it being understood that the indemnifying Party shall
control such defense. The indemnifying Party shall be liable for the fees and
expenses of counsel employed by the indemnified Party for any period during
which the indemnifying Party has failed to assume the defense thereof (other
than during the period prior to the time the indemnified Party shall have given
notice of the Third Party Claim as provided above). If the indemnifying Party
so elects to assume the defense of any Third Party Claim, the indemnified Party
shall cooperate with the indemnifying Party in the defense or prosecution
thereof.
If the indemnifying Party acknowledges in writing its obligation to
indemnify the indemnified Party for a Third Party Claim, then in no event will
the indemnified Party admit any liability with respect to, or settle, compromise
or discharge, any Third Party Claim without the indemnifying Party's prior
written consent; provided, however, that the indemnified Party shall have the
right to settle, compromise or discharge such Third Party Claim without the
consent of the indemnifying Party if the indemnified Party releases the
indemnifying Party from its indemnification obligation hereunder with respect to
such Third Party Claim and such settlement, compromise or discharge would not
otherwise adversely affect the indemnifying Party. If the indemnifying Party
acknowledges in writing its obligation to indemnify the indemnified Party for a
Third Party Claim, the indemnified Party will agree to any settlement,
compromise or discharge of a Third Party Claim that the indemnifying Party may
recommend and that by its terms obligates the indemnifying Party to pay the full
amount of the liability in connection with such Third Party Claim and releases
the indemnified Party completely in connection with such Third Party Claim and
that would not otherwise adversely affect the indemnified Party; provided,
however, that the indemnified Party may refuse to agree to any such settlement,
compromise or discharge if the indemnified Party agrees that the indemnifying
Party's indemnification obligation with respect to such Third Party Claim shall
not exceed the amount that would be required to be paid by or on behalf of the
indemnifying Party in connection with such settlement, compromise or discharge.
Notwithstanding the foregoing, the indemnifying Party shall not be entitled
to assume the defense of any Third Party Claim (and shall be liable for the fees
and expenses of counsel incurred by the indemnified Party in defending such
Third Party Claim) if the Third Party Claim seeks an order, injunction or other
equitable relief or relief for other than money damages against the indemnified
Party which the indemnified Party reasonable determines, after conferring with
its counsel, cannot be separated from any related claim for money damages. If
such equitable relief or other relief portion of the Third Party Claim can be so
separated from that for money damages, the indemnifying Party shall be entitled
to assume the defense of the portion relating to money damages.
B. INDEMNIFICATION PAYMENTS. Indemnification required by this Agreement,
shall be made by periodic payments of the amount thereof during the course of
the investigation or defense, as and when bills are received or loss, liability,
claim, damages or expense is incurred.
C. OTHER ADJUSTMENTS.
(1) The amount of any indemnification obligation with respect to any
Third Party Claim ("Indemnity Obligation") shall be (x) increased to take into
account any net tax cost actually incurred by the indemnified Party arising from
any payments received from the indemnifying Party (grossed up for such increase)
and (y) reduced to take into account any net tax benefit actually realized by
the indemnified Party arising from the incurrence or payment of any such
Indemnity Obligation. In computing the amount of such tax cost or tax benefit,
the indemnified Party shall be deemed to recognize all other items of income,
gain, loss, deduction or credit before recognizing any item arising from the
receipt of any payment with respect to an Indemnity Obligation or the incurrence
or payment of any Indemnity Obligation.
(2) In addition to any adjustments required pursuant to Article III
hereof or clause (1) of this paragraph C., if the amount of any Indemnity
Obligation shall, at any time subsequent to the payment required by this
Agreement, be reduced by recovery, settlement or otherwise, the amount of such
reduction, less any expenses incurred in connection therewith, shall promptly be
repaid by the indemnified Party to the indemnifying Party up to the aggregate
amount of any payments received from such Indemnifying Party pursuant to this
Agreement in respect of such Indemnity Obligation.
V. CONSOLIDATION, MERGER, TRANSFER, OR LEASE. Neither Party shall consolidate
with or merge into any other person, or convey, transfer or lease its properties
and assets substantially as an entirety to any other person, and neither Party
shall permit any person to consolidate with or merge into it or convey, transfer
or lease its properties and assets substantially as an entirety to said Party
unless:
A. In any case in which either Party shall consolidate with or merge into
another person or convey, transfer or lease its properties and assets
substantially as an entirety to any person, the person formed by such
consolidation or into which said Party is merged or the person which acquires by
conveyance or transfer, or which leases the properties and assets of said Party
substantially as an entirety shall (i) be a corporation, (ii) be organized and
validly existing under the laws of the United States of America, any State
thereof or the District of Columbia and (iii) expressly assume, by an instrument
satisfactory to the other Party, each and every obligation of said Party to be
performed or observed hereunder;
B. In the case Primex is the Party involved, after giving effect to such
transaction, the person formed by such consolidation or into which Primex is
merged or the person which acquires by conveyance, transfer or lease the
properties and assets of Primex substantially as an entirety must have
consolidated stockholders' equity, as determined in accordance with generally
accepted accounting principles, at least equal to the consolidated stockholders'
equity of Primex immediately prior to the consummation of such transaction; and
C. Said Party shall have delivered to the other Party a Certificate
executed by its Chief Executive Officer and Chief Financial Officer stating that
such consolidation, merger, conveyance, transfer or lease comply with this
Article V and that all conditions precedent herein relating to such transaction
have been complied with.
VI. NOTICES. All notices and other communications hereunder shall be in
writing and hand delivered or mailed by registered or certified mail (return
receipt requested) or sent by any means of electronic message transmission with
delivery confirmed (by voice or otherwise) to the Parties at the following
addresses (or at such other addresses for a Party as shall be specified by like
notice) and will be deemed given on the date on which such notice is received:
To Olin Corporation:
501 Merritt 7
P.O. Box 4500
Norwalk, CT 06851
Attn: General Counsel
To Primex:
10101 Ninth Street North
St. Petersburg, FL 33716-3807
Attn: General Counsel
VII. DISPUTE RESOLUTION. In the event of a controversy, dispute or claim arising
out of, in connection with, or in relation to the interpretation, performance,
nonperformance, validity or breach of this Agreement or otherwise arising out
of, or in any way related to this Agreement, including, without limitation, any
claim based on contract, tort, statute or constitution (collectively, "Agreement
Disputes"), the General Counsels of the relevant Parties or their designees
shall negotiate in good faith for a reasonable period of time to settle such
Agreement Dispute. If after such reasonable period such General Counsels or
their designees are unable to settle such Agreement Dispute (and in any event
after 60 days have elapsed from the time the relevant Parties began such
negotiations), such Agreement Dispute shall be determined, at the request of any
relevant party, by arbitration conducted in St. Louis, Missouri before and in
accordance with the then-existing Rules for Commercial Arbitration of the
American Arbitration Association (the "Rules"), and any judgment or award
rendered by the arbitrator shall be final, binding and nonappealable (except
upon grounds specified in 9 U.S.C. 10(a) as in effect on the date hereof), and
judgment may be entered by any state or Federal court having jurisdiction
thereof in accordance with Section 9.19 hereof. Unless the arbitrator otherwise
determines, the pre-trial discovery of the then-existing Federal Rules of Civil
Procedure and the then-existing Rules 12, 13, and 13.1 of the Rules of the
United States District Court for the Southern District of Illinois shall apply
to any arbitration hereunder. Any controversy concerning whether an Agreement
Dispute is an arbitrable Agreement Dispute, whether arbitration has been waived,
whether an assignee of this Agreement is bound to arbitrate, or as to the
interpretation or enforceability of this Section VII shall be determined by the
arbitrator. The arbitrator shall be a retired or former judge of any United
States District Court or Court of Appeals or such other qualified person as the
relevant Parties may agree to designate, provided such individual has had
substantial professional experience with regard to settling commercial disputes.
The Parties intend that the provisions to arbitrate set forth herein be valid,
enforceable and irrevocable. The designation of a situs or a governing law for
this Agreement or the arbitration shall not be deemed an election to preclude
application of the Federal Arbitration Act, if it would be applicable. In his
award the arbitrator shall allocate, in his discretion, among the Parties to the
arbitration all costs of the arbitration, including, without limitation, the
fees and expenses of the arbitrator and reasonable attorneys' fees, costs and
expert witness expenses of the Parties. The undersigned agree to comply with
any award made in any such arbitration proceedings that has become final in
accordance with the Rules and agree to the entry of a judgment in any
jurisdiction upon any award rendered in such proceedings becoming final under
the Rules. The arbitrator shall be entitled, if appropriate, to award any
remedy in such proceedings, including, without limitation, monetary damages,
specific performance and all other forms of legal and equitable relief;
provided, however, the arbitrator shall not be entitled to award punitive
damages.
VIII. CONSENT TO JURISDICTION. Without limiting the provisions of Section
VII hereof, each of the Parties irrevocably submits to the exclusive personal
jurisdiction and venue of (a) the Circuit Court of the Third Judicial Circuit,
Madison County, Illinois, and (b) the United States District Court for the
Southern District of Illinois for the purposes of any suit, action or other pro
ceeding arising out of this Agreement or any transaction contemplated hereby.
Each of the Parties agrees to commence any action, suit or proceeding relating
hereto either in the United States District Court for the Southern District of
Illinois or if such suit, action or other proceeding may not be brought in such
court for jurisdictional reasons, in the Circuit Court of the Third Judicial
Circuit, Madison County, Illinois. Each of the Parties further agrees that
service of any process, summons, notice or document by U.S. registered mail to
such Party's respective address set forth above shall be effective service of
process for any action, suit or proceeding in Illinois with respect to any
matters to which it has submitted to jurisdiction in this Section VIII. Each of
the Parties irrevocably and unconditionally waives any objection to the laying
of venue of any action, suit or proceeding arising out of this Agreement or the
transactions contemplated hereby in (i) the Circuit Court of the Third Judicial
Circuit, Madison County, Illinois, or (ii) the United States District Court for
the Southern District of Illinois, and hereby further irrevocably and
unconditionally waives and agrees not to plead or claim in any such court that
any such action, suit or proceeding brought in any such court has been brought
in an inconvenient forum.
IX. SURVIVAL. All the indemnity obligations under this Agreement shall survive
indefinitely.
X. GENERAL.
A. COMPLETE AGREEMENT; CONSTRUCTION. This Agreement, including the
Exhibits, shall constitute the entire agreement between the Parties with respect
to the subject matter hereof and shall supersede all previous negotiations,
commitments and writings with respect to such subject matter. In the event of
any inconsistency between this Agreement and any Schedule hereto, the Schedule
shall prevail.
B. AMENDMENTS. This Agreement may not be modified or amended except by an
agreement in writing signed by the Parties.
C. WAIVER. The failure of either Party to require strict performance by
the other Party of any provision in this Agreement will not waive or diminish
that Party's right to demand strict performance thereafter of that or any other
provision hereof.
D. SEVERABILITY. In the event any one or more of the provisions
contained in this Agreement should be held invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of the remaining
provisions contained herein and therein shall not in any way be affected or
impaired thereby. The Parties shall endeavor in good-faith negotiations to
replace the invalid, illegal or unenforceable provisions with valid provisions,
the economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.
E. GOVERNING LAW. This Agreement shall be governed and construed in
accordance with the laws of the State of Illinois, excluding its choice of law
provisions.
F. SUCCESSORS AND ASSIGNS. The provisions of this Agreement shall be
binding upon, inure to the benefit of and be enforceable by the Parties and
their respective successors and permitted assigns.
G. ATTORNEY FEES. A Party in breach of this Agreement shall, on demand,
indemnify and hold harmless the other Parties hereto for and against all out-of-
pocket expenses, including, without limitation, legal fees, incurred by such
other Party by reason of the enforcement and protection of its rights under this
Agreement. The payment of such expenses is in addition to any other relief to
which such other Party may be entitled hereunder or otherwise.
H. TITLE AND HEADINGS. Titles and headings to sections herein are
inserted for the convenience of reference only and are not intended to be a part
of or to affect the meaning or interpretation of this Agreement.
I. EXHIBITS. The Exhibits shall be construed with and as an integral
part of this Agreement to the same extent as if the same had been set forth
verbatim herein.
IN WITNESS WHEREOF, this Agreement has been executed by the duly authorized
representatives of Olin and Primex as of the date first above written.
PRIMEX TECHNOLOGIES, INC. OLIN CORPORATION
By: /s/George H. Pain By: /s/Johnnie M. Jackson, Jr.
----------------- --------------------------
George H. Pain Johnnie M. Jackson, Jr.
Vice President Vice President, General Counsel
and Secretary
EXHIBIT I
A. GENERAL LITIGATION AND CLAIMS
1. Weiser Security Services, Inc. vs. Olin Corporation (Pinellas County,
District Court), Case No. 94-6662-CO-41. This is a breach of contract action
brought by former contractor Weiser against Olin for the hiring of security
guards previously employed by Weiser in violation of non-compete covenants in
the contract.
2. Conco Claim. Conco, Inc. has submitted a claim against Olin in excess of
$400,000 for expenses incurred in producing subcontract metal ammunition cans to
defective government specifications.
3. Wharton Realty Associates, L.L.C. v. Biltmore Realty Co., Inc., Valentec
International, Inc. General Defense Corporation d/b/a Flinchbaugh Operations,
Olin Corporation, et. al. (Pending in Superior Court of New Jersey, Morris
County, Law Division) Docket No. L-3505-94. This is a suit by a former landlord
of GDC at Rockaway Industrial Complex in Wharton, New Jersey, where GDC leased a
building from 1979 to 1984, to recover the expense of remediating hydrocarbon
contamination around a heating oil tank near the building. Olin recently settled
this matter.
4. Iran BALL POWDER[R] Plant. (Potential Litigation) The Ministry of
Defense, Tehran, Iran, has requested arbitration of a dispute over U.S.
Government cancellation of a 1974 contract between MOD and Olin to construct a
BALL POWDER[R] plant in Iran. U.S. State Department regulations prohibit
performance of the contract by Olin.
5. Pease vs. OAC (Wrongful Termination, Age Discrimination & Damages).
Superior Court State of Washington, County of King. Damages not specified.
Plaintiff's counsel has notified OAC of his intent to voluntarily dismiss the
case "without prejudice". Plaintiff could refile anytime prior to May 1997.
6. Multi-year II Contract Defective Pricing Claim. Administrative Contracting
Officer. The claim amount is $600,000.00 which is to be negotiated. OAC has
agreed to adjust the contract price. The amount has not been negotiated.
Currently there is no outside counsel representing Olin.
7. Threatened Litigation (McCann). McCann was a short service employee hired
in 1992 as the Environmental Health and Safety Coordinator. In late 1994 his
performance deteriorated, and the company decided to terminate him. After the
decision but before the implementation, McCann came into the office and
announced that he had cancer which required treatment, for which he needed to be
on disability leave. Upon his return to work in January, 1995, he was
terminated. He was offered additional severance and other benefits, in return
for which he signed a release. His attorney now claims that he was terminated
for his involvement in a co-worker's worker's compensation claim for $60,000.
9. Eddie Hill vs. KASL Enterprises et al. Plaintiff alleges he lost his hand
in a trash compactor made by General Defense (Autopak). Autopak was sold by
General Defense before it was acquired by Olin. The case is pending in Wayne
County (Detroit), Michigan.
10. Stewart vs. Olin. The Illinois Department of Human Rights has filed a
Complaint with the Illinois Human Rights Commission on behalf of Donald Stewart,
a current employee at Marion, alleging discrimination with respect to terms and
conditions of employment by Stewart's foreman.
11. Benedicta Lusk vs. Olin Corporation. Lusk is a female management-level
employee at Downey (former 30mm Program Manager) who has filed a charge with
EEO.
12. George Alcantara v. Olin Corporation. Alcantara a former hourly
maintenance employee, has filed a charge with the California Department of Fair
Employment and Housing, alleging national origin discrimination in connection
with his recent layoff from the Downey facility. Alcantara is Mexican-American.
13. Western Processing Site, Washington. Olin Aerospace has obligations to
make payments toward remediation pursuant to a 1986 Consent Decree.
14. Aqua-Tech Environmental, Inc. Hamilton Technology, Inc., a former
subsidiary of General Defense Corporation, is a PRP at this site in South
Carolina.
15. Maxey Flats. Hamilton Watch Company (HWC) is a PRP at the Maxey Flats
Nuclear Disposal Site in Flemming County, Kentucky. Hamilton Watch Company was
sold to SSIH of Bienne, Switzerland by General Defense Corporation (GDC) in 1973
prior to Olin's acquisition of GDC in 1988. SSIH is believed to have assumed
all of HWC's liabilities.
B. CURRENT SITES AND BUSINESSES
1. St. Petersburg, Florida. (Corporate headquarters and systems management
operation for large caliber ammunition.)
2. Red Lion, Pennsylvania. (Manufacturing and research and development
facility for large caliber ammunition metal and composite parts.)
3. Redmond, Washington. (Design, manufacturing and test facility for space,
solid propellant and electronic products, office facilities and research and
development laboratory.)
4. St. Marks, Florida. (Manufacturing facility for Ball Powder propellant and
Research and development laboratory.)
5. Marion, Illinois. (Loading, assembly and packing of medium caliber
ammunition, Manufacturing and test facility for solid propellant products, and
demilitarization services research and development laboratory.)
6. San Leandro, California. (Pulsed power research and development
laboratory, and test facilities; pulsed power and advanced warhead engineering
and management.)
7. Downey, California. (Manufacturing facility for medium caliber ammunition
components and air dispensed munitions components. System management and
research and development.)
8. Moses Lake, Washington. (Manufacturing and test facility for solid
propellant products.)
9. Camden, Arkansas, (Test range, support for the ammunition business.)
10. Tracy California. (Manufacturing and test facility for advanced anti-armor
warhead systems.)
11. Lucerne, Switzerland (Design, development and testing of anti-armor warhead
systems for the Swiss Government.)
EXHIBIT II
ORDNANCE-RELATED
IDENTIFIED DISCONTINUED BUSINESSES AND FORMER PLANT SITES
East Petersburg, PA (former Hamilton Technologies, Inc. (HTI) plant site) [a/k/a
"East Petersburg - GDC"]
Lancaster, PA (former HTI plant site) [a/k/a "Stoney Battery Road - HTI"]
Lancaster, PA (former HTI plant site) [a/k/a "Clock Towers"]
Largo, FL (former GDC plant site) [a/k/a "Largo - GDC"]
Socorro, NM (testing of DU projectiles)
Wharton, NJ (research and development facility) [a/k/a "Valentec Site"]
AEROSPACE-RELATED
DISCONTINUED BUSINESSES AND FORMER PLANT SITES
Bellevue, WA (construction and management of energy conservation systems)
[Trans Energy Systems, Inc.]
Bellevue, WA (former offices) [Pacific Electro Dynamics, Inc.]
Manhattan Beach, CA (offices for classified project) [Martin & Stern, Inc.]
Netherlands (offices)
Palo Alto, CA (offices and light manufacturing) [Larse Corporation]
Preston, WA (explosives manufacturing and test site) [Explosives Corporation of
America]
Reston (and surrounding area), VA (offices) [Martin & Stern, Inc.]
Santa Clara, CA (offices and light manufacturing) [Larse Corporation]
Seattle, WA (former offices) [Rocket Research Company]
Various gas well leases in West Virginia and Ohio (servicing at gas well sites)
[Petroleum Technology Corporation]
Wadsworth, OH (metal parts manufacturing)
Any sites or businesses discovered by Primex or Olin after the Effective Time
that are related solely to the businesses comprising Primex on the Effective
Time.
EXHIBIT III
1. Facility Lease, dated December 29, 1986, between The Connecticut National
Bank, as Trustee, and Physics International Company, as previously amended and
otherwise amended from time to time.
2. Ground Sublease, dated December 29, 1986, between The Connecticut National
Bank, as Trustee, and Physics International Company, as amended from time to
time.
3. Agreement of Guaranty No. 1, dated December 29, 1986, between Olin
Corporation and The Connecticut National Bank, as Trustee, as amended from time
to time.
4. Agreement of Guaranty No. 2, dated December 29, 1986, between Olin
Corporation and The Connecticut National Bank, as Trustee, as previously amended
and otherwise amended from time to time.
5. Trust Agreement, dated as of December 29, 1986, between Merced Associates
and The Connecticut National Bank, as amended from time to time.
6. Partnership Agreement, dated as of December 29, 1986, between Maryland
National Leasing Corporation and Olin Financial Services Inc., as amended from
time to time.
7. Note Purchase and Participation Agreement, dated as of March 9, 1987,
among The Connecticut National Bank, Physics International Company, and
various insurance companies named therein.
8. Indenture, dated as of December 29, 1986, between D. Heben Porteus, David
H. Haig, Fred C. Weyand, and Paul Mullin Ganley, as Trustees, The Connecticut
National Bank, as Trustee, and Merced Associates.
9. Purchase and Assignment Agreement, dated as of December 29, 1986, among
Connecticut National Bank, as Trustee, Merced Associates and Physics
International Company.
10. Credit Agreement, dated as of December 23, 1996, among Olin Corporation,
Primex Technologies, Inc., the Banks Parties thereto and Morgan Guarranty Trust
Company of New York as Agent, and the notes relating thereto.
EXHIBIT IV
BELGIUM LEGAL MATTER. The Company is involved in a contract dispute with
the Belgium Ministry of Defense related to a 1985 sale of tank ammunition. The
Belgium Ministry of Defense has alleged improprieties committed by the Belgium
national who represented Olin in the transaction. Based on these allegations,
the Belgium Ministry of Defense withheld final payment on the contract and the
Company agreed to extend a letter of credit related to the contract guarantee
pending a decision by the Belgium courts of the underlying contract dispute.
The trial court ruled against the Company. The decision has been appealed. In
the event that the trial court's decision is sustained, the resultant liability
is estimated at approximately $4.5 million.