EXHIBIT 2.2
ARCO Chemical Company
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
December 4, ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: Amendment No. 1 to the Asset Purchase Agreement
dated as of October 9, 1996 between ARCO
Chemical Company and ▇▇▇▇ Corporation, as the
same may be amended from time to time (the
"Agreement")
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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.,
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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 ▇▇▇▇ ▇.▇. (France), ▇▇▇▇ ▇▇▇▇▇
Sanryi Dis Ticaretive Pezariana Anonin Sirketin (▇▇▇▇ ▇▇▇▇▇ Turkey), Olin
(Proprietary) Limited (Olin South Africa),
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Olin Brasil LTDA, Olin PTE Ltd. (Singapore), ▇▇▇▇ Corporation N.Z. Limited (Olin
New Zealand), Olin Australia Limited, ▇▇▇▇ 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
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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
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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
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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, ▇▇▇▇ ▇▇▇▇▇ 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
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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,
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however, that the relevant ARCO Foreign Designee shall be required to pay to
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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
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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 ▇▇▇▇ 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 ▇▇▇
▇▇▇▇ or any other provision of such Act. Each of ARCO Australia and ▇▇▇▇
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 ▇▇▇▇ 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 ▇▇▇ ▇▇▇▇ (Commonwealth) in
respect of such transfer. In this respect, ARCO Australia agrees with ▇▇▇▇
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
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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 ▇▇▇▇▇ ▇▇▇▇▇▇, 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 ▇▇▇▇▇ ▇▇▇▇▇▇, such ▇▇▇▇▇▇▇▇▇ 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.
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If the foregoing is in accordance with our agreement, please so indicate by
signing below.
Very truly yours,
ARCO CHEMICAL COMPANY
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: V.P.
Acknowledged and Agreed:
▇▇▇▇ CORPORATION ARCO CHIMIE TDI
By: [SIGNATURE APPEARS HERE] By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Senior Vice President & CFO Title: Attorney-in-fact
▇▇▇▇ ▇.▇. ARCO QUIMICA DO BRAZIL, LTDA
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Attorney-in-fact Title: Attorney-in-fact
Vice President, General
Counsel & Secretary
▇▇▇▇ ▇▇▇▇▇ SANRYI DIS TICARETIVE ARCO CHEMICAL (SINGAPORE) PTE LTD.
PEZARIANA ANONIN SIRKETIN
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Authorized Signatory Title: Attorney-in-fact
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OLIN BRASIL LTDA ARCO CHEMICAL AUSTRALIA PTY
LIMITED
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Authorized Signatory Title: Attorney-in-fact
OLIN PTE LTD. HOLANDA VENEZUELA C.A.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Authorized Signatory Title: Attorney-in-fact
▇▇▇▇ CORPORATION N.Z. LIMITED ARCO CHEMICAL CHINA, LIMITED
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Authorized Signatory Title: Attorney-in-fact
▇▇▇▇ AUSTRALIA LIMITED ARCO CHEMICAL JAPAN, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Authorized Signatory Title: Attorney-in-fact
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▇▇▇▇ QUIMICA S.A. ARCO CHEMICAL PROPERTIES L.P.
By: ARCO CHEMICAL TECHNOLOGY
MANAGEMENT, INC., its
general partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Authorized Signatory ----------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Attorney-in-fact
OLIN JAPAN, INC. ARCO CHEMICAL TECHNOLOGY L.P.
By: ARCO CHEMICAL TECHNOLOGY
MANAGEMENT, INC., its
general partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Authorized Signatory ----------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Attorney-in-fact
OLIN INDUSTRIES HONG KONG
LIMITED
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Title: Authorized Signatory
OLIN (PROPRIETARY) LIMITED
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Title: Authorized Signatory
11
Exhibit A: Supplemental Transfer Agreements
--------------------------------------------
1. Agreement of Sale and Purchase between ARCO Chimie TDI and ▇▇▇▇ ▇.▇.
(France)
2. Agreement of Sale and Purchase between ARCO Chimie TDI* and ▇▇▇▇ ▇▇▇▇▇
Sanryi Dis Ticaretive Pezariana Anonin Sirketin (▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇ 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 ▇▇▇▇
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.
12
Exhibit B: Certain Olin Foreign Subsidiaries and Jurisdictions
--------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇ Sanryi Dis Ticaretive Pezariana Anonin Sirketin (▇▇▇▇ ▇▇▇▇▇ Turkey)
-- Turkey
Olin (Proprietary) Limited (Olin South Africa) -- South Africa
Olin Japan, Inc. -- Japan
▇▇▇▇ Corporation N.Z. Limited (Olin New Zealand) -- New Zealand
▇▇▇▇ Australia Limited -- Australia
13
Exhibit C: Certain Foreign Jurisdictions
----------------------------------------
Turkey: ▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇ ▇▇▇▇▇ Turkey will be made D.D.U.
(Incoterms 1990) ▇▇▇▇ ▇▇▇▇▇ Turkey's storage tanks. Payment will be made by
▇▇▇▇ ▇▇▇▇▇ Turkey 15 days after date of invoicing. Seller guarantees the full
and timely payment by ▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇ ▇▇▇▇▇ 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.
