1
Exhibit 10.3
AMENDMENT NO. 2
To Transfer Agreement
This Amendment made as of this 29th day of March, 2000 between UCAR
Carbon Company Inc. ("UCAR") and UCAR Graph-Tech Inc. ("Graph-Tech").
WHEREAS, UCAR. did enter into a Transfer Agreement with Graph-Tech
effective January 1, 2000, (the "Transfer Agreement");
WHEREAS, the parties wish to amend the Transfer Agreement to provide
for the transfer of cash-on-hand as of January 1, 2000; and
WHEREAS, Graph-Tech wishes to assume and accept the liability and
assets associated with the pension funds to which the Employees, as defined in
the Transfer Agreement, may be entitled under the UCAR Carbon Retirement Trust
identified in Schedule I to the Transfer Agreement as the UCAR Carbon Retirement
Plan;
THEREFORE in consideration of the premises and the mutual covenants set
forth herein, the parties agree to amend the Transfer Agreement as follows:
1. Effective January 1, 2000, Section 1.1 of the Transfer Agreement is
hereby amended to add the following:
(xi) all cash as shown on the balance sheet of the Business as of
January 1, 2000.
(xii) all pension funds, contained within the UCAR Carbon Retirement
Trust, to which the Employees, transferred pursuant to Section 4.1 of
the Transfer Agreement, may be entitled. UCAR shall provide a detailed
accounting of the funds and liabilities to be transferred to
Graph-Tech. The total of the funds transferred shall match or exceed
the total of all liabilities, fixed and/or contingent, vested or
unvested, which are transferred to Graph-Tech.
2. Effective January 1, 2000, Section 1.2 of the Transfer Agreement is
hereby amended to delete Section 1.2 (i) and to modify Section 1.2 (ii) to
delete any reference to pension funds.
3. Effective January 1, 2000, Section 3.2 of the Transfer Agreement is
hereby
2
amended to add the following:
(d) Except to the extent Transferor shall continue to administer the
Graph-Tech funds within the UCAR Carbon Retirement Trust, Transferee
shall assume all obligations and liabilities associated with the
pension plan.
4. Effective January 1, 2000, Section 4.1 of the Transfer Agreement is hereby
amended and revised as follows:
The following language is deleted:
"Effective as of the Closing and until such time as the Board
of Directors of the Transferee may determine otherwise, all Employees
and other employees of Transferee shall participate in the Retirement
Program Plan for Employees of UCAR Carbon Company and its Participating
Subsidiary Companies, the Savings Plan for Employees of UCAR Carbon
Company and Participating Subsidiary Companies, as well as those other
benefit plans identified in Schedule I hereto for so long as Transferee
is a subsidiary of Transferor or its assigns and provided Transferor or
its assigns continue to maintain such plan or plans."
The following language is added in its place:
"Effective as of the Closing and until such time as the Board
of Directors of the Transferee may elect to modify the pension, savings
and other funded employee benefit plans of Graph-Tech, all Employees
and other employees of Transferee shall participate in the UCAR Carbon
Retirement Trust, administered by UCAR, the UCAR Carbon Savings, as
well as those other benefit plans identified in Schedule I of the
Transfer Agreement for so long as Transferee is a subsidiary of
Transferor or its assigns and provided Transferor or its assigns
continue to maintain such plan or plans. UCAR shall hold the Graph-Tech
pension funds in trust for the benefit of Graph-Tech and administer
those funds within the framework of the UCAR Carbon Retirement Trust
and pursuant to the Employee Benefits and Services Agreement."
5. The parties shall execute all documentation and obtain all consents
necessary to effectuate this transaction.
6. The remaining terms of the Transfer Agreement shall remain in full
effect.
UCAR CARBON COMPANY INC. UCAR GRAPH-TECH INC.
By: /s/ Xxxxx Xxxxxxxx By: /s/ Xxxx X. Xxxxxx
--------------------------- ------------------------------------
3
Title: Controller Title: President
