EX-10.52 12 dex1052.txt ASSET PURCHASE AGREEMENT DATED MARCH 8, 2002 Exhibit 10.52 EXHIBIT A ================================================================================ ASSET PURCHASE AGREEMENT dated as of March 7, 2002 between BORDEN CHEMICALS AND PLASTICS OPERATING LIMITED PARTNERSHIP and FORMOSA PLASTICS CORPORATION, DELAWARE ================================================================================ TABLE OF CONTENTS PAGE ---- 1. DEFINITIONS ..............................................................l 1.1 Definitions .......................................................1 2. PURCHASE AND SALE OF THE ASSETS AND LIABILITIES ..........................6 2.1 Sale and Transfer of the Assets ...................................6 2.2 The Excluded Assets ...............................................7 2.3 Liabilities .......................................................8 2.4 Purchase Price ....................................................8 2.5 Prorations .......................................................10 2.6 Closing ..........................................................11 2.7 Limitation of Liability ..........................................12 3. NONASSIGNABLE INTERESTS AND CURE PAYMENTS ...............................12 4. REPRESENTATIONS AND WARRANTIES OF SELLER ................................13 4.1 Organization .....................................................13 4.2 Financial Statement ..............................................13 4.3 Authority ........................................................13 4.4 Real Property ....................................................13 4.5 Title to Other Assets ............................................13 4.6 Assumed Contracts ................................................13 4.7 No Violation of Laws or Permits ..................................13 4.8 Pending or Threatened Litigation .................................14 4.9 Employees ........................................................14 4.10 Employee Benefits ................................................14 4.11 Environment Matters ..............................................14 4.12 Supply Contracts .................................................15 4.13 Customer Contracts ...............................................15 4.14 Sufficiency of Assets ............................................15 5. REPRESENTATIONS AND WARRANTIES OF ACQUIROR ..............................15 5.1 Organization and Qualification ...................................15 5.2 Authority ........................................................15 5.3 Conflicts and Defaults ...........................................15 i TABLE OF CONTENTS (continued) PAGE ---- 5.4 Consents and Approvals............................................15 5.5 Disclosure of Information.........................................16 5.6 Brokers and Finders...............................................16 5.7 Funds for the Acquisition.........................................16 6. CERTAIN ADDITIONAL COVENANTS OF SELLER AND ACQUIROR......................16 6.1 Disclosure Supplements............................................16 6.2 Satisfaction of Conditions........................................16 6.3 Further Assurances................................................17 6.4 Employee Matters..................................................17 6.5 Notice of Breaches................................................18 6.6 Access to the Business, Books, Records and Personnel..............18 6.7 Continued Operation and Maintenance...............................18 6.8 Casualty and Condemnation.........................................19 6.9 Selection of Confidential Contracts...............................19 6.10 Illiopolis Plant Volume...........................................20 6.11 Cooperation.......................................................20 6.12 No Transfer of Assets.............................................20 6.13 Geismar, Louisiana................................................20 6.14 Computer Access...................................................20 6.15 Borden Environmental Indemnity....................................20 6.16 Alternative Transaction Provisions................................21 6.17 Broker and Finders................................................21 7. BANKRUPTCY COURT APPROVAL................................................21 7.1 Approval..........................................................21 7.2 Bid Procedures Motion and Order...................................21 7.3 Sale Motion.......................................................22 7.4 Breakup Fee; Expense Reimbursement................................23 8. CONDITIONS TO THE TRANSFER...............................................23 8.1 Conditions to the Obligations of Each Party.......................23 8.2 Conditions to the Obligations of Seller...........................23 ii TABLE OF CONTENTS (continued) PAGE ---- 8.3 Conditions to the Obligations of Acquiror.........................24 9. TERMINATION; REMEDIES;...................................................25 9.1 Termination.......................................................25 9.2 Effect of Termination.............................................26 9.3 Remedies..........................................................26 10. TAX MATTERS..............................................................27 10.1 Transfer Taxes....................................................27 11. NO SURVIVAL..............................................................27 11.1 Survival of Representations and Warranties........................27 12. MISCELLANEOUS............................................................27 12.1 Entire Agreement..................................................27 12.2 Notices...........................................................27 12.3 Amendments; No Waivers............................................28 12.4 Expenses..........................................................28 12.5 Successors and Assigns............................................29 12.6 Certain Interpretive Matters......................................29 12.7 Governing Law and Jurisdiction....................................29 12.8 Counterparts; Effectiveness.......................................29 12.9 Severability......................................................29 iii ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT (this "Agreement") dated as of March 7, 2002, between BORDEN CHEMICALS AND PLASTICS OPERATING LIMITED PARTNERSHIP, a Delaware limited partnership ("Seller"), and FORMOSA PLASTICS CORPORATION, DELAWARE, a Delaware corporation, ("Acquiror"). RECITALS: A. Seller is engaged in the business of the research development, manufacture, marketing, distribution and sale of products manufactured at a plant located in Illiopolis, Illinois, which business utilizes certain research equipment and books and records located at Geismar, Louisiana, but related to the products manufactured at the Illiopolis Plant (the "Business"). B. On April 3, 2001, Seller, together with its subsidiary BCP Finance Corporation, a Delaware corporation ("BCP") (Seller and BCP collectively referred to herein as the "Debtors"), filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code, 11 U.S.C. (S)(S) 101-1330 (as now in effect or hereafter amended, the "Bankrupcy Code") in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"), and the Debtors' chapter 11 cases (the "Bankruptcy Cases") have been consolidated for procedural purposes only and are being administered jointly as Case No. 01-1268 (PJW). C. The Debtors are continuing in possession of their respective properties and are operating their businesses as debtors in possession pursuant to sections 1107 and 1108 of the Bankruptcy Code. D. Seller desires to sell and Acquiror desires to purchase, pursuant to section 363(b) of the Bankruptcy Code, certain of the assets used by Seller in the conduct of the Business, and Seller desires to assume and assign to Acquiror and Acquiror desires to accept, pursuant to section 365 of the Bankruptcy Code, certain of the executory contracts to which Seller is a party, all on the terms and subject to the conditions hereinafter set forth. E. Seller and Acquiror have determined to enter into this Agreement which, among other things, provides for Seller to sell, transfer and convey ("Transfer") to Acquiror, and Acquiror to purchase and acquire from Seller, all of the Assets (as hereinafter defined). NOW, THEREFORE, in consideration of the representations warranties, covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledges Acquiror and Seller hereby agree as follows: 1. DEFINITIONS 1.1 Definitions. The following terms used in this Agreement, shall have the following meanings: "Accounts" has the meaning set forth in Section 2.1(h). 1 "Acquiror" means Formosa Plastics Corporation, Delaware. "Acquisition Proposal" means a proposal relating to any merger, consolidation, business combination, sale or other disposition of one hundred percent (100%) of the Assets of the Seller pursuant to one or more transactions, or similar transaction involving one or more third parties and the Seller. "Affiliate" means, with respect to any Person, any other Person who is directly or indirectly controlling, controlled by or under common control with such Person. For the purposes of this definition, the term "control," when used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. "Agreement" means this Asset Purchase Agreement, together with the Schedules and Exhibits hereto, by and between Seller and Acquiror. "Alternative Transaction" has the meaning set forth in Section 7.4. "Assets" has the meaning set forth in Section 2.1. "Assumed Contracts" has the meaning set forth in Section 2.1(d) "BCP" has the meaning set forth in Recital "B" "Bankruptcy Cases" has the meaning set forth in Recital "B" "Bankruptcy Code" has the meaning set forth in Recital "B" "Bankruptcy Court" has the meaning set forth in Recital "B" "Bankruptcy Laws" means the United States Bankruptcy Code, as amended, the Federal Rules of Bankruptcy Procedure, as amended, and the local rules of the Bankruptcy Court. "Beneficiary" has the meaning set forth in Section 2.5(d). "Bid Procedures Order" has the meaning set forth in Section 7.2. "Breakup Fee" has the meaning set forth in Section 7.4. "Business" has the meaning set forth in Recital "A." "Business Day" means any day that is not a Saturday, a Sunday or a day on which financial institutions in the City of New York, New York are permitted or required to close. "Closing" has the meaning set forth in Section 2.6. 2 "Closing Date" has the meaning set forth in Section 2.6. "Confidential Contracts" has the meaning set forth in Section 6. "Consent" means any consent, waiver, approval, order or authorization of, or registration, declaration or filing with or notice to, any Governmental Entity or other Person. "Customer Rebates" has the meaning set forth in Section 2.5(b)(_). "Debt" means any obligations for borrowed money. "Debtors" has the meaning set forth in Recital "B". "Earnest Money Deposit" has the meaning set forth in Section 2_(d). "Employees" means all individuals employed exclusively in the Operation of the Business immediately prior to the Closing. The Employees as of the date hereof are listed on Schedule 1.1. "Environmental Assessment" has the meaning set forth in Section 6.6. "Environmental Laws" means any Federal, Illinois, county or local statute, regulation or ordinance which relates to Hazardous Materials, pollution, pollutants, contaminant or the protection of the environment, including without limitation any governmental law, regulation, rule or ordinance relating to the generation, use, treatment, storage, transport, release, discharge, emission or disposal of Hazardous Materials, pollution, pollutants or contaminants, and shall specifically include the Clean Water Act, also known as the Federal Water Pollution Control Act, U.S.C.(S)1251 et. seq., as amended by the Water Quality Act of 198_, Publ. L. No. 100-4 (Feb.4, 1987), the Toxic Substances Control Act, 15 U.S.C.(S)2601 et. seq , the Clean Air Act, 42 U.S.C.(S)7401 et. seq., as amended, the Safe Drinking Water Act, 42 U.S.C. (S)300f et. seq, the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), 42 U.S.C.(S)9601 et. seq., the Superfund Amendment and Reauthorization Act of 1986 ("SARA"), Public Law 99-499, 100 Stat. 1613, the Solid Waste Disposal Act as amended by the Resource Conservation and Recovery Act ("RCRA") as amended by the Solid and Hazardous Waste Amendments of 1984, 42 U.S.C.(S) 6901 et. seq., the Occupational Safety and Health Act ("OSHA"), 29 U.S.C.(S) 651 et. seq., the Rivers and Harbors Act, 33 U.S.C.(S) 401 et. seq, and Illinois Environmental Protection Act, 415 ILCS 5/1 et. seq., and the rules and regulations promulgated thereunder pursuant to the foregoing statutes. "Equipment Charges" has the meaning set forth in Section 2.5(b)(iii). "Expense Reimbursement" means no more than Two Hundred Fifty Thousand Dollars ($250,000.00) of any and all actual expenses, costs, and other charges, including without limitation all legal, accounting and environmental consulting fees, due diligence costs, and other similar expenses, incurred by Acquiror in connection with and relating to the negotiation, execution and consummation of this Agreement, the sale transaction contemplated herein and all related actions; provided, however, this definition shall not include legal expenses incurred with respect to any adversarial proceedings against the Seller by Acquiror. 3 "General Partner" means BCP Management, Inc., a Delaware corporation, in its capacity as general partner of Seller. "Governmental Entity" means any Foreign or United States federal, state, local or municipal government, court, administrative agency or commission or other governmental or other regulatory authority or agency. "Hazardous Materials" means any waste or other substance including any mixture or solution that is listed, defined, designated, or classified as, or otherwise determined to be, hazardous, radioactive, or toxic or a pollutant or a contaminant under or pursuant to any Environmental Law, and specifically including petroleum and all derivatives thereof or synthetic substitutes therefor and asbestos or asbestos-containing materials. "Illiopolis Plant" means Seller's PVC Resins production facilities located on the Real Property. "Inventory" has the meaning set forth in Section 2.1(c). "Laws" means all applicable laws, regulations, rules, judgments, orders and decrees of Governmental Entities. "Lien" means, with respect to any property or asset, any mortgage, lien, claim, deed of trust, pledge, security interest, security agreement, guarantee, option, easement, servitude, right-of-way, encroachment, hypothecation, charge, obligation, restriction, interest, or any other encumbrance. "Material Adverse Effect" means such state of facts, event, change or effect as has had, or would reasonably be expected to have, a material adverse effect (i) on the businesses, results of operations, or financial condition of the Business taken as a whole, other than events, changes or developments relating to the economy in general or resulting from industry-wide developments affecting Persons in businesses similar to the Business, or (ii) on the ability of Seller to consummate the transactions contemplated by this Agreement. "Nonassignable Assets" has the meaning set forth in Section 3.1. "Non-Transferred Employees" has the meaning set forth in Section 6.4(c). "Order Authorizing Severance Plan" means the Order Authorizing Debtors and Debtors in Possession to Implement Key Employee Retention Bonus Plan and Severance Plan issued by the Judge in the Bankruptcy Cases on August 1, 2001. "PVC Resins" means polyvinyl chloride resins produced by Seller at the Illiopolis Plant. "Payee" has the meaning set forth in Section 2.5(d). "Payor" has the meaning set forth in Section 2.5(d). 4 "Permit" means any license, franchise, permit, application for permit, concession, approval or registration from, of or with a Governmental Entity required to own and/or operate the Illiopolis Plant as currently constituted. "Permitted Liens" means (i) Liens listed or described on Schedule 4.4. (ii) Liens related to Real Property Taxes not yet due or payable, and (iii) Liens that are created, suffered or assumed by Acquiror. "Person" means an individual, corporation, partnership, 1imited liability company, association, trust or other entity or organization, including without limitation, a Governmental Entity. "Production Schedule" has the meaning set forth in Section 6.10. "Proration Items" has the meaning set forth in Section 2.5(a). "Purchase Price" has the meaning set forth in Section 2.4(a). "Qualified Bid" means (i) this Agreement, or (ii) an Acquisition Proposal: (a) the value of which is equal to or greater than the Upset Price; (b) that has substantially the same terms and conditions as this Agreement (as determined in Seller's reasonable discretion); (c) that is accompanied by satisfactory evidence to Seller of committed financing or other ability to perform and a good faith cash deposit in the amount of One Million Dollars ($1,000,000.00), which is refundable, but only on the terms set forth in the Bid Procedures Order; (d) that does not contain due diligence, financing or other contingencies that would allow the Acquisition Proposal to be terminated prior to its closing except for such contingencies that are substantially similar to the contingencies set forth in this Agreement; and (e) such other conditions and requirements as set forth in the Bid Procedures Order. "Qualified Bidder" means (i) Acquiror; or (ii) any third party submitting a Qualified Bid. "Real Property" has the meaning set forth in Section 2.1(a). "Real Property Taxes" has the meaning set forth in Section 2.5(b)(iv). "Recipient" has the meaning set forth in Section 2.5(d). "Sale Order" has the meaning set forth in Section 7.3. 5 "Seller" means Borden Chemicals and Plastics Operating Limited Partnership, a Delaware limited partnership. "Severance Benefits" has the meaning set forth in Section 6.4(d) "Similar Employment" has the meaning set forth in Section 6.4(_). "Tangible Property" has the meaning set forth in Section 2.1(b). "Tangible Property Taxes" has the meaning set forth in Section 2.5(b)(v). "Tax Return" means any return, report, statement, information statement or similar document required to be filed with respect to taxes. "Transfer" has the meaning set forth in Recital "E." "Upset Price" has the meaning set forth in Section 7.2(c). "Utility Charges" has the meaning set forth in Section 2.5(b)(i). "Vendor Charges" has the meaning set forth in Section 2.5(b)(vi_). "Vendor Rebates" has the meaning set forth in Section 2.5(b)(vi) 2. PURCHASE AND SALE OF THE ASSETS AND LIABILITIES 2.1 Sale and Transfer of the Assets. Subject to the conditions to Closing set forth in Section 8 of this Agreement, at the Closing Seller will transfer to Acquiror all of the manufacturing facilities and assets owned by Seller and located at or attributable solely to the Illiopolis Plant or the Business and all of the research equipment owned by Seller and related to the Business located at Geismar, Louisiana or necessary for the continued operation of the Illiopolis Plant as more specifically described below (such assets being referred to as the "Assets"): (a) Real Property. The real property listed or described in Schedule 2.1(a) (the "Real Property"). (b) Tangible Property. All tangible property, plant and equipment, including without limitation, buildings, structures, fixtures, machinery, motor vehicles, furniture, computers, printers, tools, equipment, supplies, furnishings owned by Seller and related to the Business as currently conducted at the Illiopolis Plant including the research equipment related to the products manufactured at the Illiopolis Plant, all to the extent and only as set forth on Schedule 2.1(b) (collectively, the "Tangible Property"). (c) Inventory. All inventory of raw materials, work-in-progress, finished product and spare parts (the "Inventory") owned by Seller as of the Closing Date located at the Illiopolis Plant and/or at any offsite warehouses, consignment sites or other locations listed on Schedule 2.1(c) for use in connection with the Business. 6 (d) Contract Rights. To the extent transferable to Acquiror at Closing, all right, title and interest of Seller relating to the Business at the Closing in and to certain contracts, as set forth on Schedule 2.1(d), as amended pursuant to Section 6.9, (the "Assumed Contracts"). Acquiror will not assume or accept any of Seller's contract rights or contract obligations and liabilities other than those listed on Schedule 2.1 (d) and with respect to the Confidential Contracts, those contracts accepted by Acquiror pursuant to Section 6.9. (e) Permits. All Permits of Seller used in the operation of the Illiopolis Plant or otherwise necessary for the operation of the Business which are set forth on Schedule 2.1(e). (f) Intangible Assets. All intellectual property used in the conduct of or related to the Business including, without limitation, trademarks, trade names, know-how, patents, plant specific, or plant supported software subject to the terms of any license granted to Seller, goodwill associated therewith, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions, including items listed on Schedule 2.1(f). (g) Books and Records. All customer lists, customer files, technical service and product development records, environmental records, accounting records, engineering and maintenance files, vendor files, employee files, aging reports and associated records of the Accounts, production and shipping records and all other books and records of the Business except to the extent set forth in Section 2.2(b). (h) Accounts Receivable. All accounts receivable owned to Seller as of the Closing arising from the sale of PVC Resins produced by Seller at the Illiopolis Plant and that are not past due (i.e., not outstanding by more than fifteen (15) days beyond the payment terms of the Assumed Contracts) as of the Closing Date (the "Accounts"). (i) Research Equipment. All of the assets related to the research facility of the Business located at Geismar, Louisiana, all to the extent and only as set forth on Schedule 2.1(i). 2.2 The Excluded Assets. Seller shall not sell and Acquiror shall not purchase or acquire and the Assets shall not include: (a) Any cash or cash equivalents owned or held by Seller's bankruptcy estate; (b) Books and records of the General Partner, including but not limited to, minutes of meetings of directors and stockholders of the General Partner, tax returns and records, books of account and ledgers (except to the extent specifically relating to the Business and such other records having to do with Seller's organization (although access and the ability to copy these documents shall be made available to Acquiror; provided, that, Acquiror will pay all reasonable costs in connection therewith); (c) All accounts, notes and other receivables of the Seller (other than the Accounts); 7 (d) All prepaid expenses, advance payments, deposits and other similar assets including, without limitation, prepaid deposits with suppliers and utilities. (e) All of the (i) issued and outstanding stock of Mor_ochem, Inc, and (ii) equity interests of BEV Management, LLC owned by Seller; (f) All intracompany and intercompany accounts of Seller; (g) All claims of Seller against third parties (including, without limitation, (i) all claims of Seller arising from incidents occurring prior to the Closing Date, (ii) those claims not yet ascertained and/or liquidated and (iii) any avoidance or preference actions) relating to operations of the Business for the period prior to the Closing Date, except for such claims arising from Proration Items paid by Aquiror; (h) All right, title and interest in and use of any "Bord_n" name, Seller name and any derivative thereof including, without limitation, all trademarks service marks, trade dress, logos, domain names, trade names and corporate names in the United States and all other nations throughout the world except with respect to Acquiror's use of the existing inventory of packaging supplies at the Illiopolis Plant acquired by Acquiror; and (i) All intellectual property of Seller currently utilized in Seller's production facilities other than the Illiopolis Plant but only if not necessary for operation of the Business as currently operated (including, without limitation, all J.D. Edwards Labworks and Railtrac software and any shrink wrap licenses). 2.3 Liabilities. Subject to Section 3 and Section 2.5, at Closing, Seller will retain, and Acquiror will not assume, any liabilities of the Business, except for liabilities under Assumed Contracts which arise after the Closing Date. 2.4 Purchase Price. (a) In consideration of the sale, transfer, conveyance, assignment and delivery of the Assets, and in reliance upon the representations and warranties made herein by Seller, Acquiror shall pay to Seller a Purchase Price (together, the "Purchase Price") comprised of the sum of the following amounts: (i) Fifteen Million Dollars for all Assets other than Inventory and Accounts; (ii) an amount not to exceed $11,300,000 (which amount is comprised of $6,900,000 for finished product inventory, $2,000,000 for raw material inventory and $2,400,000 for spare parts inventory) for any Inventory actually accepted by Acquiror pursuant to Section 2.4(b); (iii) an amount not to exceed $8,700,000 for the Accounts actually accepted by Acquiror under Section 2.4(c), and (iv) the costs of severance payments to be made to the Non-Transferred Employees calculated pursuant to Section 6.4(d); provided that such total amount shall be reduced by any adjustments pursuant to Section 8.3(f). The total Purchase Price based on the above, if Acquiror elects to purchase Inventory of $11,3000,000 and Accounts of $8,700,000 shall be Thirty Five Million Dollars ($35,000,000) plus the severance costs identified above. The Purchase Price shall be paid to the Seller at Closing by wire transfer. Except as set forth in this Agreement, the Purchase Price shall not be subject to offset, counterclaim or deduction of any type or kind. 8 (b) On the day immediately prior to the Closing Date, seller shall cause a physical inventory of the Inventory as of the Closing Date to be taken using the individuals employed in the Business and shall prepare a report which shall be delivered to Acquiror. Such physical inventory will be observed by representatives of Acquiror. The report to be rendered on the physical inventory shall be based upon procedures reasonably acceptable to Seller and Acquiror. Acquiror may, in its sole discretion, reject and the Seller shall retain any Inventory and the value of such Inventory shall be removed from the Inventory valuation report. Such rejected Inventory will remain Seller's property and shall be removed at Seller's expense from the Illiopolis Plant within thirty (30) days following Closing. The value of the Inventory, determined in accordance with this Section 2.4(b), as mutually, agreed to between the parties, will be definitive for purposes of valuing the Inventory in connection with determining the Purchase Price. In the event Seller and Acquiror are unable to agree on the valuation of the Inventory before Closing then Buyer may reject and Seller shall retain such disputed inventory. The fees, costs and expenses of conducting such physical inventory and preparing the report, shall be borne equally by Seller and Acquiror. To facilitate continuous operation of the Illiopolis Plant after Closing, if Closing is scheduled to occur on or before April 15, 2002, Seller shall have a minimum of 14 days of inventory of VCM and VAM either at the Illiopolis Plant or on route to the Illiopolis Plant based on current finished product production volumes (of which 7 days of inventory shall be located at the Illiopolis Plant). Notwithstanding anything in this Section to the contrary, Buyer agrees to irrevocably purchase at Closing all such VCM and VAM inventory at the contracted third party price. (c) On the day immediately prior to the Closing Date, Seller and Acquiror shall mutually determine the book value of the Accounts as of the Closing Date and Acquiror shall determine, in its sole discretion, which Accounts it will accept. Any Accounts that Acquiror decides not to accept shall remain the property of the Seller. Such agreeement shall be definitive for purposes of valuing the Accounts in connection with determinig the Purchase Price. (d) Within three (3) Business Days from the date of ____ signature of this Agreement, Acquiror will place into escrow earnest money in the amount of One Million Dollars ($1,000,000.00) (the "Earnest Money Deposit") pursuant to the requirements of the Bid Procedures Order. Such Earnest Money Deposit, together with all interest earned thereon, shall not constitute an asset of the Debtors or their estates and shall be held in trust and escrow in a separate interest bearing account containing no other funds of Debtors pursuant to a Trust and Escrow Agreement substantially in the form set forth in Schedule 2.4(d) pending the Closing. The amount of the Earnest Money Deposit, together with all interest earned thereon, shall be credited against the Purchase Price at Closing. 2.5 Prorations. (a) At Closing, Utility Charges (to the extent that meter readings cannot be obtained on the Closing Date), Equipment Charges, Real Property Taxes, Tangible Property Taxes, Customer Rebates, Vendor Charges, and Vendor Rebates, including, without limitation, accruals or prepayments thereof (all as individually defined below and collectively called the "Proration Items"), shall be prorated directly between the Seller and the Acquiror as provided in this Section 2.5. 9 (b) For purposes of this Agreement, the capitalized terms set forth below shall have the following meanings: (i) "Utility Charges" shall mean water, sewer, electricity, gas and other utility charges, if any, applicable to the Illiopolis Plant; (ii) "Customer Rebates" shall mean volume rebates, end-of- year discounts and similar matters offered by Seller to purchasers of PVC Resins under the Assumed Contracts which have not been paid as of Closing and which are properly allocated in part to a time period prior to Closing and in part to a time period after Closing based on the ratio of the volume and actual cost of such Customer Rebates before and after Closing (iii) "Equipment Charges" shall mean rental charges payable or receivable and other payments or receipts applicable to the equipment of the Business; (iv) "Real Property Taxes" shall mean ad velorem taxes imposed upon Seller with respect to the Real Property, general assessments imposed with respect to the Real Property and special assessments upon the Real Property; (v) "Tangible Property Taxes" shall mean ad velorem taxes imposed upon the Assets other than the Real Property; (vi) "Vendor Rebates" shall mean vendor rebates relating to the Business which are properly allocable in part to a time period prior to Closing and in part to a time period after Closing based on the ratio of the volume and actual cost of the applicable inventory purchases to Seller and Acquiror, net of all discounts and other purchase price adjustments of any type other than the actual vendor rebate itself; and (vii) "Vendor Charges" shall mean all obligations of Seller under the Assumed Contracts that are for goods, materials or services delivered to Seller or performed by the applicable vendor prior to the Closing Date, but have not been paid for by Seller as of the Closing Date. (c) All Utility Charges, Equipment Charges, Real Property Taxes, Tangible Property Taxes, Customer Rebates, Vendor Charges, and Vendor Rebates shall be apportioned through the Closing Date, with Seller being responsible for, and receiving the benefit of, all Proration Items attributable to the period prior to 11:59 P.M., Illinois time on the Closing Date, and Acquiror being responsible for, and receiving the benefit of all Proration Items attributable to the period after 11:59 P.M., Illinois time, on the Closing Date. As soon as practicable, but within ten (10) Business Days after the Closing Date, representatives of Seller and Acquiror will examine all relevant books and records of the Business, as of the Closing Date in order to make the determination of the apportionments. Payments in respect thereof shall be made to the appropriate party by check within seven (7) Business Days after such determination. To the extent certain Proration Items, such as Real Property Taxes and Tangible Property Taxes, are not known as of the Closing Date, apportionment shall be made on the basis of the best available evidence, such as the prior years' tax bills, and such estimated apportionment will be deemed final and conclusive. 10 (d) If either party (the "Payor") pays a Proration Item for which the other party (the "Payee") is obligated in whole or in part under this Section 2.5 the Payor shall present to the Payee evidence of payment and a statement setting forth the Payee's proportionate share of such Proration Item, and the Payee shall promptly pay such share to the Payor. If either party (the "Recipient") receives payments of a Proration Item to which the other party (the "Beneficiary") is entitled in whole or in part under this Agreement, the Recipient shall promptly pay such share to the Beneficiary. (e) If there exists as of the Closing Date any pending appeals of ad valorem tax assessments with regard to any Assets, the continued prosecution and/or settlement of such appeals shall be subject to the direction and control of Acquiror with respect to assessments for the year within which the Closing occurs. 2.6 Closing. Unless this Agreement has been terminated and the transactions contemplated under this Agreement have been abandoned pursuant to Section 9.__, and subject to the fulfillment or, if permitted, waiver of the conditions set forth in Section 8, the closing of the Transfer of the Assets (the "Closing") will take place on the tenth (10th) Business Day following the fulfillment or, if permissible, waiver of the conditions set forth in Section 8 unless another date or time is agreed to in writing by the parties to this Agreement (the "Closing Date"). The Closing will occur at the offices of the Acquiror in Wilmington, Delaware, at 10.00 A.M. on the Closing Date, with Closing to be effective as of 11:59 p.m., Delaware time, on the Closing Date. (a) At the Closing, Seller will deliver to Acquiror the following documents, duly executed as required: (i) a bill of sale conveying to Acquiror the Tangible Property, Inventory, Intangible Assets and Books and Records, subject only to the Permitted Liens; (ii) an assignment to Acquiror of the Assumed Contracts and the Accounts; (iii) a special warranty deed conveying to Acquiror title to the Real Property, subject only to the Permitted Liens; (iv) certificate of good standing of Seller, as of a date within thirty (30) days prior to the Closing Date, from the Secretary of State of Delaware; (v) incumbency and "bring-down" certificates from the secretary of the General Partner in a form reasonably satisfactory to Acquiror; and (vi) a copy of the Sale Order approving the Transfer free and clear of all Liens other than the Permitted Liens. (b) At the Closing, Acquiror will deliver to Seller the following documents, duly executed as required: (i) an agreement assuming the Assumed Contracts, (ii) certificate of good standing of Acquiror or its assignee, as of a date within thirty (30) days prior to the Closing Date, from the secretary of state of the state of incorporation or organization of Acquiror or its assignee, and (iii) incumbency and "bring down" certificates from the secretary of Acquiror or its assignee in a form reasonably satisfactory to Seller. (c) At the Closing, Acquiror will pay the Purchase Price, after receiving credit in the amount of the Earnest Money Deposit and all interest earned thereon and Seller's share of the Escrows Agent's fees, via wire transfer of immediately available funds to an account designated by Seller. 2.7 Limitation of Liability. ACQUIROR ACKNOWLEDGES AND AGREES THAT ACQUIROR AND ITS REPRESENTATIVES HAVE THE EXPERIENCE 11 AND KNOWLEDGE TO EVALUATE THE BUSINESS, FINANCIAL CONDITION AND LIABILITIES OF THE ASSETS; AND THAT, IN DETERMINING TO ACQUIRE THE ASSETS, ACQUIROR HAS MADE ITS OWN INVESTIGATION INTO, AND BASED THEREON, ACQUIROR HAS MADE ITS OWN INDEPENDENT JUDGMENT CONCERNING THE ASSETS. IT IS THEREFORE EXPRESSLY UNDERSTOOD AND AGREED THAT ACQUIROR ACCEPTS THE CONDITION OF THE ASSETS "AS IS, WHERE IS" WITHOUT ANY IMPLIED REPRESENTATION, WARRANTY OR GUARANTEE AS TO MERCHANTABILTY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE AS TO THE CONDITION, SIZE, EXTENT, QUANTITY, TYPE OR VALUE OF SUCH PROPERTY, EXCEPT ONLY AS MAY BE OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT AND SELLER AND ITS AFFILIATES INCLUDING, WITHOUT LIMITATION, THE GENERAL PARTNER, HEREBY EXPRESSLY DISCLAIM ANY AND ALL SUCH IMPLIED REPRESENTATIONS, WARRANTIES OR GUARANTEES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NONE OF SELLER OR ANY OF ITS AFFILIATES, INCLUDING, WITHOUT LIMITATION, THE GENERAL PARTNER MAKES ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO (i) ANY INFORMATION OR DOCUMENTS MADE AVAILABLE TO ACQUIROR OR ITS COUNSEL, ACCOUNTANTS OR ADVISORS WITH RESPECT TO THE BUSINESS, THE ASSETS, THE ASSUMED LIABILITIES OR THE ASSUMED CONTRACTS OR (ii) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE CONDITION OF THE ASSETS, INCLUDING, WITHOUT LIMITATION, THE ENVIRONMENTAL CONDITION AND COMPLIANCE WITH ANY ENVIRONMENTAL LAWS OR OTHER LAWS. 3. NONASSIGNABLE INTERESTS AND CURE PAYMENTS 3.1 To the extent that any Assumed Contract included in the Assets is not susceptible, under the Bankruptcy Code, of being validly assigned and transferred to Acquiror ("Nonassignable Assets") without Consent or that any such transfer or attempted transfer without such Consent would constitute a breach thereof, this Agreement shall not constitute a transfer thereof. With respect to such Nonassignable Assets, from and after the date of this Agreement, Seller will reasonably cooperate with Acquiror, to (i) obtain all Consents that are necessary for the valid transfer to Acquiror of all such Nonassignable Assets and (ii) establish at Acquiror's reasonable direction, a reasonable and lawful arrangement to provide to Acquiror the benefits of any such Nonassignable Assets. 3.2 Notwithstanding the foregoing, to the extent any such Assumed Contracts require payments of monies to cure any default or breach related to such Assumed Contracts, Acquiror shall be solely responsible for such payments, and any such payments in connection with this Section 3 shall not be deemed to constitute a portion of the Purchase Price. The amounts required to cure any default or breach related to such Assumed Contract are as listed in Schedule 3.2 hereof, 12 4. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Acquiror as follows: 4.1 Organization. Seller is a limited partnership duly formed, validly existing and in good standing as a limited partnership under the laws of its jurisdiction of organization. 4.2 Financial Statement. The unaudited, pro forma income statement of operations of the Business for the calendar year 2001 and for the period beginning on January 1, 2002 and ending on January 31, 2002, a copy of which has been delivered to Acquiror on February 22, 2002, fairly presents the results of the Business for such respective periods except where the failure to do so does not have a Material Adverse Effect. 4.3 Authority. Subject to the approval of the Bankruptcy Court, (i) the execution and delivery of this Agreement by Seller have been or will prior to closing be duly authorized by the Board of Directors of the General Partner and (ii) this Agreement is a valid and binding obligation of Seller, enforceable against it in accordance with its terms. 4.4 Real Property. Subject to Bankruptcy Court approval at the Closing Seller will convey to Acquiror by special warranty deed, fee simple title to the Real Property free and clear of all Liens except for Permitted Liens, as set forth in Schedule 4.4. The Real Property is currently in compliance with all land use laws including zoning laws and local ordinances. 4.5 Title to Other Assets. Subject to Bankruptcy Court approval, at the Closing Seller will convey to Acquiror title to the Assets other than the Real Property, free and clear of all Liens except for Permitted Liens. 4.6 Assumed Contracts. The Assumed Contracts furnished by Seller to Acquiror are true, correct and complete copies of the Assumed Contracts, as of the date hereof, together with all amendments or modifications thereto existing. There are no other agreements, oral or written, between Seller and the parties to the Assumed Contracts regarding the subject matter thereof, as of the date hereof. 4.7 No Violation of Laws or Permits. As of the date hereof, Seller is unaware of, and has received no notice from any Governmental Entity or Person asserting or alleging any actual violation of, any Laws or Permit with respect to the ownership or operation of the Assets, including, but not limited to, the Illiopolis Plant, except to the extent disclosed on Schedule 4.7 hereof. 4.8 Pending or Threatened Litigation. As of the date hereof, Seller is unaware of, and has not received any notice from any Person asserting any claim, lawsuit or action against Seller involving in any way the Assets, including but not limited to, the Illiopolis Plant, or the Assumed Contracts, except to the extent disclosed on Schedule 4.8 Hereof 4.9 Employees. Schedule 1.1 is true and complete as of the date hereof. As of the date hereof, there are no other Employees other than those listed on Schedule 1.1. 13 4.10 Employee Benefits. Schedule 4.10 is a true and complete list of all employee benefits and agreements covering the Employees. 4.11 Environmental Matters. Except as set forth on Schedule 4.11, or as would not reasonably be expected to have a Material Adverse Effect: (a) with respect to the operation of the Business and the ownership or operation of the Real Estate and Assets, the Seller is in compliance with all Environmental Laws; (b) the Seller maintains and is in compliance with all permits, licenses and other authorizations that are required pursuant to Environmental Laws for the operation of the Business or the ownership or operation of the Real Property and Assets; (c) the Seller has not received any written notice regarding any violation of Environmental Laws, or any liabilities arising under Environmental Laws, with respect to the operation of the Business or ownership or the ownership or operation of the Real Property and Assets except to the extent that any such alleged violation or liability has been resolved or satisfied more than three (3) years prior to the date hereof; (d) to the Seller's knowledge, with respect to operation of the Business or the ownership or operation of the Property and Assets, the Seller has not treated, stored, disposed of, arranged for or permitted the disposal of transported, handled, or released any Hazardous Materials, in a manner that has given rise to or would reasonably be expected to give rise to liabilities, including any liability for response costs, corrective action costs, personal injury, property damage, natural resource damages, pursuant to Environmental Laws; and (e) the Seller does not use, and has not used, any underground storage tanks (as defined under RCRA), and to Seller's knowledge and there are not now nor have there ever been any underground storage tanks on the Real Property. 4.12 Supply Contracts. Seller is not a party to any material supply contracts, service, warehousing, tolling, leasing or other contracts except for (i) those described on Schedules 2.1(d) and 6.9 and (ii) purchase orders in the ordinary course of business upon terms consistent with past practice. 4.13 Customer Contracts. Schedule 4.13 is a true and complete list of all customer contracts for the purchase of products manufactured primarily at the Illiopolis Plant and a list of customer purchasing on a spot basis within the past twelve (12) months, except for purchase orders from customers received by Seller in the ordinary course of business and which, in the aggregate are not material. 4.14 Sufficiency of Assets. The Assets, together with the contracts not assumed by Acquiror, the Employees not accepted by Acquiror and the Excluded Assets, represent all of the material Assets used in the operation of the Business as currently conducted. All of Seller's representations and warranties in this Section 4 will be deemed given as of the date hereof and at Closing (except to the extent modified or supplemented pursuant to Section 6.1 hereof). 14 5. REPRESENTATIONS AND WARRANTIES OF ACQUIROR. Acquiror hereby represents and warrants to Seller as follows: 5.1 Organization and Qualification. Acquiror is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, qualified to do business in Illinois. 5.2 Authority. Acquiror has the requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Acquiror and the consummation by it of the transactions contemplated to be performed hereunder have been duly authorized by all necessary actions. This Agreement is a valid and binding obligation of Acquiror, enforceable against it in accordance with the terms hereof except as such enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally. 5.3 Conflicts and Defaults. Neither the execution and delivery of this Agreement by Acquiror nor the performance by Acquiror of the transactions contemplated hereby will, to Acquiror's knowledge, violate or constitute an occurrence of default under any provision of, or conflict with, or result in acceleration of any obligation under, or give rise to a right by any party to terminate its obligations under, any material contract, sales commitment, purchase order, security agreement, mortgage, conveyance to secure debt, note, deed, loan, Lien, lease, agreement, instrument, order, judgment, decree, or other arrangement to which Acquiror is a party or is bound. Acquiror is not in violation of any of its organizational documents. 5.4 Consents and Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any Person is required with respect to Acquiror in connection with the execution, delivery or performance by Acquiror of its obligations under this Agreement. 5.5 Disclosure of Information. Acquiror acknowledges that it or its representatives have been furnished with certain information regarding Seller and its businesses (including the Business and the Assumed Contracts) and assets (including the Assets). Acquiror acknowledges that, except as expressly set forth in this Agreement, none of Seller or any of its Affiliates, including without limitation, the General Partner has made any representation or warranty as to Seller's businesses, assets, results of operations or financial condition or the Business, Assets, Assumed Contracts or Assumed Liabilities. All representations and warranties, express or implied, of or on behalf of Seller and its Affiliates that are not expressly set forth in this Agreement are hereby waived and released. 5.6 Brokers and Finders. Neither Acquiror nor any of its directors, officers or employees has employed any broker or finder or incurred any liability for any brokerage fees, commissions or finders fees in connection with the transactions contemplated hereby. 5.7. Funds for the Acquisition. Acquiror has sufficient unencumbered funds to pay in cash the Purchase Price and all of its fees and expenses relating to this Agreement and the transactions contemplated hereby. 15 6. CERTAIN ADDITIONAL COVENANTS OF SELLER AND ACQUIROR 6.1 Disclosure Supplements. From time to time prior to the Closing (and subject to the rights of Acquiror to terminate this Agreement under Section 9.1(d)), Seller, by written notice to Acquiror, shall supplement or amend the representations and warranties made by Seller pursuant to Section 4 hereof and the Schedules to this Agreement with respect to any matter that may arise hereafter that (i) if existing or occurring at or prior to the date hereof, would have been required to be set forth or described in the Schedules to this Agreement, or (ii) is necessary to correct any information in the Schedules to this Agreement or in any representation and warranty of Seller which has been rendered materially inaccurate thereby. The written notice pursuant to this Section 6.1 will be deemed to have amended the appropriate Schedules and to have qualified the representations and warranties contained in Section 4. 6.2 Satisfaction of Conditions. (a) Each party to this Agreement shall use best reasonable efforts to satisfy promptly all conditions precedent to the obligations of such party to consummate the transactions contemplated by this Agreement. (b) Without limiting the generality of Section 6.2(a), each party shall use its best reasonable efforts (i) to obtain any licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities (except the Bankruptcy Court) as are required in connection with the consummation of the transactions contemplated hereby and (ii) to effect all necessary registrations and filings. Subject to the terms and conditions hereof, Acquiror agrees to use its best efforts to take, or cause to be taken, all action and to do, or cause to be done, all other things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement no later than the Closing Date. (c) In connection with satisfying the conditions described in Section 6.2(b) hereof, each party shall be responsible for bearing the respective costs and expenses required to discharge their respective obligations hereunder. 6.3 Further Assurances. From and after the Closing, each of Seller and Acquiror shall execute and deliver, in the name and on behalf of Seller or Acquiror, as appropriate, any assignments or assurances and take and do, in the name and on behalf of Seller or Acquiror, as appropriate, any other actions and things reasonably necessary to carry out the intention of this Agreement. 6.4 Employee Matters. (a) Seller and Acquiror mutually agree that Acquiror has no obligation under this Agreement to offer employment to any of the Employees in connection with the acquisition of the Business. Seller acknowledges that the General Partner bears the full responsibility to comply with the provisions of the Worker's Adjustment Retraining and Notification Act, and to provide the Employees with all notices and other benefits required thereunder. 16 (b) Acquiror may decide to offer employment to a certain number of the Employees. In order to assist Acquiror in making such determination, immediately following the date hereof, Seller shall provide Acquiror with full access to the personnel files and records concerning the Employees, will make Seller's human resources professionals available to Acquiror for consultation concerning the Employees, and after the issuance of the Sale Order, will allow Acquiror to communicate directly with the Employees regarding possible employment following Closing. (c) No later than five (5) days prior to the Closing Acquiror will advise Seller in writing which Employees have been extended an offer of Similar Employment (as defined below) by Acquiror and which Employees have accepted an offer of employment, irrespective of whether such offer constitutes Similar Employment, with Acquiror. All Employees who qualify for severance benefits under Paragraph 6(d) through (i) of the Order Authorizing Severance Plans solely because either (i) they did not receive an offer of Similar Employment from Acquiror, or (ii) they did not accept an offer of employment with Acquiror irrespective of whether that offer constituted an offer of Similar Employment are herein referred to as "Non-Transferred Employees." For purposes hereof, "Similar Employment" means employment: (i) in the Illiopolis Plant; (ii) for substantially similar annual salary or hourly wage; (iii) requiring substantially similar weekly hours, if applicable; (iv) requiring substantially similar tasks and responsibilities; and (v) providing substantially similar health benefits retirement benefits that are substantially similar except with respect to seniority and vesting requirements. (d) The amount of the severance benefits for each Employee under the Order Authorizing Severance Plan is set forth on Schedule 6.4 ("Severance Benefits"). Seller and Acquiror agree that the calculation of the Severance Benefits set forth on Schedule 6.4 is final as between Seller and Acquiror for purpose of this Agreement. Concurrently with providing Seller the list of Employees to whom it has offered employment described in clause (c) above, Acquiror will calculate the Severance Benefits for the Non-Transferred Employees in accordance with Schedule 6.4 and provide Seller such calculation in writing. The amount of such Severance Benefits owed to the Non-Transferred Employees will be included and added to the price to be paid for the Assets to determine the Purchase Price pursuant to Section 2.4(a). However, Seller will be responsible for all Severance Benefits owed to the Non-Transferred Employees pursuant to the Order Authorizing Severance Plan and Acquiror will have no responsibility or obligation with respect to any of the Non-Transferred Employees. Except for the payment of such Severance Benefits, Acquiror shall assume no obligation or liability under any employee benefit plans of the Seller or Borden Inc., including, without limitation, the pension plan of Borden Inc., any 401(k) plan, and any medical, dental, disability or life insurance plans. (e) Seller covenants and agrees that it will neither hire any additional Person who would become an Employee hereunder, nor transfer any other existing employees of Seller to the Illiopolis Plant, without in either instance the prior written consent of the Acquiror. 6.5 Notice of Breaches. Seller will promptly, and in any event prior to the Closing, notify Acquiror in writing if Seller becomes aware prior to the Closing that any 17 representation or warranty made by Seller in this Agreement is inaccurate or untrue in any material respect. 6.6 Access to the Business, Books, Records and Personnel. (a) Following the date hereof, Seller shall provide Acquiror with access to the Illiopolis Plant and allow Acquiror to conduct an environmental compliance audit and an environmental assessment of the Illiopolis Plant in accordance with the procedures set forth by the American Society for Testing and Materials ("ASTM") in ASTM Designated Documents E1527-00 and E1903-97, regarding Phase I and Phase II site assessments, respectively, to permit Acquiror to evaluate both the nature and extent of environmental compliance and contamination, if any (collectively, the "Environmental Assessment") and a safety and health compliance audit of the Illiopolis Plant, at Acquiror's cost and expense and Acquiror covenants to (i) limit the scope of its Phase II site assessment to issues raised by the Phase I, (ii) provide Seller with the proposed scope of any Phase II site assessment, (iii) obey all applicable health and safety requirements with respect to the Phase I and Phase II assessments and (iv) provide Seller with a copy of all reports and analyses derived from the Environmental Assessment in accordance with Section 8.3(f). (b) Following the entry of the Sale Order, Seller shall, upon Acquiror's reasonable request, afford Acquiror and its authorized representatives access during normal business hours to the books, records and data of the Illiopolis Plant and the Business, as it is currently conducted at the Illiopolis Plant or other locations of Seller. Following the execution of this Agreement, Acquiror shall, upon reasonable request, fully cooperate with Seller or its successors and assigns and afford to Seller, its Affiliates, or its successors and assigns and their respective counsel, accountants and other authorized representatives, reasonable access with reasonable prior notice during normal business hours to the books, records and data of the Illiopolis Plant and the books, records and data located at Geismar, Louisian concerning the products manufactured at the Illiopolis Plant covering the period before Closing and grant Seller the right at its own expense to make copies thereof, to the extent reasonably necessary), and to the Illiopolis Plant, to the extent that such access may be reasonably requested by Seller and its Affiliates due to a claim by or against Seller that relates to the operation of the Illiopolis Plant by Seller prior to Closing (i) to facilitate the investigation, litigation or final disposition of any claim which may have been or may be made against any Seller or its successors and assigns or any of their Affiliates in connection with this Agreement, the Assets, the Assumed Contracts or the Business and (ii) to facilitate the preparation by Seller of materials necessary for any tax filing or audit. 6.7 Continued Operation and Maintenance. Between the date hereof and the Closing Date, Seller shall operate and maintain the Illiopolis Plant and other Assets in the same manner and fashion as the Illiopolis Plant and other Assets are currently being operated and maintained by Seller, reasonable wear and tear excepted. Seller will maintain all insurance in the same amounts with the same deductibles as are currently being maintained by Seller. Seller will make all repairs, replacements and modifications to the Illiopolis Plant between the date hereof and the Closing Date necessary to maintain the condition of the Illiopolis Plant in its current condition and will pay for the cost thereof, in full, prior to the Closing. Seller will promptly 18 notify Acquiror of any damage, casualty, breakdown of any of the facilities constituting the Illiopolis Plant. 6.8 Casualty and Condemnation. (a) Minor Damage. In the event of loss or damage, to the Illiopolis Plant as a result of any casualty or condemnation under the provisions of eminent domain law after the date hereof but prior to the Closing Date, which loss or damage is not "major" (as hereinafter defined), this Agreement shall remain in full force and effect, provided (i) the Seller performs any repairs necessary to restore the Illiopolis Plant to its condition immediately prior to such casualty or taking, or (ii) at the Acquiror's option, in the event of a casualty, Seller assigns Acquiror its casualty insurance policy claim for such loss or damage and pays Acquiror the amount of any deductible under such policy and, in the event of a condemnation, the Seller shall assign to the Acquiror its rights to any condemnation awards resulting from such condemnation. In the event that the Acquiror elects to cause Seller to perform repairs upon any of the Illiopolis Plant, the Seller shall complete such repairs promptly prior to the Closing Date, and, if necessary, the Closing Date shall be extended a reasonable time in order to allow for the completion of such repairs. (b) Major Damage. In the event of a "major" loss or damage or condemnation, the Acquiror may terminate this Agreement by written notice to the Seller, in which event the Earnest Money Deposit, with interest, shall be promptly returned to the Acquiror, and the parties shall have no further liability or obligation hereunder. If the Acquiror fails to elect to terminate this Agreement within twenty (20) days after the Seller sends the Acquiror written notice of the occurrence of major loss or damage or condemnation with a reasonably detailed description thereof, then the Acquiror shall be deemed to have elected to proceed with Closing, in which event the Seller shall have no obligation to repair or replace any damage or destruction caused by the foregoing, but the following shall apply at the Closing: (1) in the event of a casualty, Seller shall assign to Acquiror its casualty insurance policy claim for such loss or damage and pay Acquiror the amount of any deductible under such policy and; and (2) in the event of a taking, the Seller shall assign to the Acquiror its rights to any condemnation proceeds resulting from such taking. (c) Definition of "Major" Loss or Damage. For purposes of this Section 6.8, "major" loss or damage or condemnation refers to the following: (1) loss or damage to the Illiopolis Plant or any portion thereof such that the cost of repairing or restoring same to a condition substantially identical to that existing prior to the event of damage would be, in the opinion of a general contractor mutually acceptable to the Seller and the Acquiror, equal to or greater than an amount equal to $1,000,000, and (2) any loss due to a condemnation which materially impairs the current use, access to or value of the Illiopolis Plant. 6.9 Selection of Confidential Contracts. Within five (5) Business Days after the Bankruptcy Court has authorized the disclosure to Acquiror of certain contracts designated as confidential on Schedule 6.9 (the "Confidential Contracts"), Seller covenants to provide Acquiror with true, complete and correct copies of each Confidential Contract together with all amendments or modifications thereto existing in accordance with the Bankruptcy Court's order or instruction concerning such disclosure. Acquiror will have five (5) Business Days thereafter 19 to select, in its sole discretion, whether Acquiror wishes to assume and accept the applicable Confidential Contract as an Assumed Contract hereunder. On or before the expiration of such five (5) day period, Acquiror will notify Seller, in writing, of whether it has chosen to assume and accept the applicable Confidential Contract as an Assumed Contract and Schedule 2.1(d) shall be amended to include each accepted Confidential Contract which shall then constitute an Assumed Contract for all purposes hereunder. 6.10 Illiopolis Plant Volume. Within three (3) Business Days after the Sale Order is signed, Seller will supply Acquiror with a schedule showing by customer (identified by name) the billing and payment history and volume of PVC Resins produced at and sold from the Illiopolis Plant each month during the period from January 2001, to the month preceding the date of the Sale Order (the "Production Schedule"). Five (5) Business Days before Closing, Seller will update the Production Schedule for the period from the entry of the Sale Order through the date of the updated Production Schedule. 6.11 Cooperation. Following the date the Sale Order is issued and up to and including the Closing Date, Seller will assist Acquiror in facilitating a smooth transition of ownership and operation of the Illiopolis Plant, including providing Acquiror's engineers with the information listed on Schedule 6.11, to the extent available. 6.12 No Transfer of Assets. Between the date hereof and the Closing Date, Seller will not transfer or remove any of the Assets physically located at the Illiopolis Plant (except for sales of Inventory in the ordinary course of business), unless Seller shall (i) replace such Asset with a similar Asset in substantially the same condition or (ii) use any insurance proceeds from such Asset to acquire another Asset or series of Assets with an aggregate fair market value no less than the value of the original Asset. 6.13 Geismar, Louisiana. For a period of sixty (60) days following Closing, Seller shall provide access to the research equipment related to the Business located at Geismar, Louisiana and cooperate with Acquiror in the packaging, removal and shipment of such equipment at Acquiror's expense. 6.14 Computer Access. For a period of sixty (60) days following the Closing Date, Seller shall provide access to Acquiror to the information systems equipment and software located at Geismar, Louisiana and cooperate with Acquiror, at Acquiror's consent, in transitioning computer support services for the Illiopolis Plant to Acquiror's computer system. 6.15 Borden Environmental Indemnity. Seller shall cooperate with Acquiror to extend to Acquiror the full benefit of the Environmental Indemnity Agreement between Seller and Borden, Inc. dated November 30, 1987 and Environmental Indemnity Agreement - Illiopolis between Seller and Borden, Inc. dated July 28, 1999 and shall take any action and sign any documents reasonably requested by Acquiror to achieve the same. 6.16 Alternative Transaction Provisions. (a) Seller shall be entitled to consider Acquisition Proposals from third parties consistent with its fiduciary obligations as a debtor in possession in the Bankruptcy 20 Cases; provided that, Seller shall require that any such Acquisition Proposal be made by a Qualified Bidder. (b) Acquiror acknowledges and agrees that: (i) Seller must, in connection with obtaining the Sale Order, solicit bids for the Assets pursuant to a Bid Procedures Order; (ii) such solicitation is not a breach of this Agreement; and (iii) if the Sale Order authorizes a sale of the Assets to a purchaser or purchasers other than Acquiror, Acquiror shall keep open its offer under this Agreement for twenty (20) calendar days after the conclusion of the auction contemplated by the Bid Procedures so long as a Closing with Acquiror occurs within such twenty (20) calendar day period. 6.17 Broker and Finders. Seller agrees to promptly pay all broker or finders fees for any persons or entities employed, retained or used by Seller or its Affiliates relating to this Agreement and the transactions contemplated hereby. 7. BANKRUPTCY COURT APPROVAL 7.1 Approval. Seller and Acquiror acknowledge that, under the Bankruptcy Laws, this Agreement and the sale of the Assets are subject to Bankruptcy Court approval. Seller and Acquiror acknowledge that to obtain such approval, Seller must demonstrate that it has taken reasonable steps to obtain the highest and best price possible for the Assets, including, but not limited to, giving notice of the transactions contemplated by this Agreement to creditors and other interested parties as ordered by the Bankruptcy Court, providing information about the Business to responsible bidders, entertaining higher and better offers from Qualified Bidders and, if necessary, conducting an auction. 7.2 Bid Procedures Motion and Order. Promptly after the date this Agreement has been executed by Acquiror, but in any event no later than three (3) Business Days after the date this Agreement has been executed by Acquiror, Seller shall file with the Bankruptcy Court a motion, together with appropriate supporting papers and notices, all in a form and substance reasonably satisfactory to Acquiror, seeking the entry of an order, pursuant to Chapter 11 of the United States Bankruptcy Code Sections 105, 363 and 365, authorizing and approving, inter alia, the following (the "Bid Procedures Order"): (a) the Breakup Fee as set forth herein in Section 7.4; (b) a bid deadline for Qualified Bids of at least five (5) Business Days prior to the hearing on the sale motion as set forth in Section 7.3; (c) a requirement that only Qualified Bids whose fair market value is at least One Million Seven Hundred and Fifty Thousand Dollars ($1,750,000.00) greater than the Purchase Price (the "Upset Price") shall be considered at the auction; 21 (d) a requirement that at the auction each incremental Qualified Bid after the initial Qualified Bid (which shall be equal to or greater than the Upset Price) shall be at least Five Hundred Thousand Dollars ($500,000.00) more than each prior Qualified Bid; provided, however, that each incremental bid by Acquiror shall be deemed a higher and better offer if the amount of Acquiror's incremental bid plus the amount of the BreakUp Fee exceeds the prior competing Qualified Bid by at least Five Hundred Thousand Dollars ($500,000.00); (e) copies of any Qualified Bids shall be promptly provided to the Acquiror; (f) the auction, if necessary, shall be held within two (2) business days prior to the hearing on the sale motion as set forth in Section 7.3; (g) auction procedures for the Auction which shall require, inter alia, incremental bid requirements as set forth in Section 7.2(c); and (h) such other terms all in a form and substance reasonably satisfactory to the Acquiror. The Seller shall obtain Bankruptcy Court approval at a hearing and the entry of the Bid Procedures Order on or before March 13, 2002. Because time is of the essence, any delay or failure to have the Bid Procedures Order entered shall constitute a material breach of this Agreement only if (i) the Bid Procedures Order is not entered by April 25, 2002, (ii) the Bankruptcy Court enters any other order regarding the sale of the Assets, or (iii) the Bankruptcy Court denies entry of the Bid Procedures Order. 7.3 Sale Motion. Contemporaneously with the filing of the motion seeking entry of the Bid Procedures Order, Seller shall file with the Bankruptcy Court a motion, together with appropriate supporting papers and notices, all in a form and substance reasonably satisfactory to Acquiror, seeking the entry of an order, pursuant to Chapter 11 of the United States Bankruptcy Code Sections 105, 363 and 365, containing, providing, authorizing and approving, inter alia, the following (the "Sale Order"): (a) this Agreement; (b) the conveyance of the Assets to Acquiror free and clear of all Liens (except the Permitted Liens) pursuant to Section 363(f) of the Bankruptcy Code on the terms and conditions set forth herein; (c) that the stay contained at Rule 6004(g) of the Federal Rules of Bankruptcy Procedure shall not apply and that the Sale Order shall be effective and enforceable immediately upon entry; (d) a finding that Acquiror has acted in "good faith" within the meaning of Section 363(m) of the Bankruptcy Code; 22 (e) that this Agreement and the conveyance of the Assets on the terms and conditions set forth herein shall be exempt from all sales, use, transfer (including without limitation, documentary transfer, stamp and like taxes) and similar taxes pursuant to Section 1146 of the Bankruptcy Code; and (f) such other terms all in a form and substance reasonably satisfactory to the Acquiror. The Seller shall obtain Bankruptcy Court approval at a hearing and the entry of the Sale Order on or before March 31, 2002. Because time is of the essence, any delay or failure to have the Sale Order entered shall constitute a material breach of this Agreement only if (i) the Sale Order is not entered by April 30, 2002, (ii) the Bankruptcy Court enters any other order regarding the sale of the Assets, or (iii) the Bankruptcy Court denies entry of the Sale Order. 7.4 Breakup Fee; Expense Reimbursement. Pursuant to the Bid Procedures Order, in the event that some or all of the Assets are sold, conveyed or otherwise transferred to any other entity or Person, other than the Acquiror (the "Alternative Transaction"), in addition to the return of the Earnest Money Deposit and all interest earned thereon to Acquiror pursuant to Section 9.2, the Seller shall pay Acquiror the sum of One Million Two Hundred Fifty Thousand Dollars ($1,250,000.00) (the "Breakup Fee"). The Breakup Fee shall be paid to Acquiror by wire transfer of immediately available funds to an account designated by Acquiror or its designee within two (2) Business Days after the closing of the Alternative Transaction. Acquiror's right to payment of the Breakup Fee described in this Section shall have a super-priority administrative claim status in the Bankruptcy Cases pursuant to Sections _05 and 507(b) of the Bankruptcy Code, senior to all other priority and super-priority administrative expense claims (except for the claims of the Seller's debtor-in-possession lenders and any claim under the carve-out from such lenders' collateral as provided for in any order authorizing such debtor-in- possession financing entered in the Bankruptcy Cases), and Acquiror shall be entitled to apply to the Bankruptcy Court for specific performance of this Section in the event that Seller fails to pay Acquiror. 8. CONDITIONS TO THE TRANSFER 8.1 Conditions to the Obligations of Each Party. The obligations of Seller and Acquiror to consummate the Transfer of the Assets are subject to the satisfaction of the following conditions: (a) no judgment, injunction, order or decree shall prohibit the consummation of the Transfer of the Assets or the transactions contemplated under this Agreement; and (b) the Sale Order approving this Agreement and the sale of the Assets to Acquiror hereunder shall have been obtained. 8.2 Conditions to the Obligations of Seller. The obligation of Seller to consummate the Transfer of the Assets is subject to the satisfaction (or written waiver by Seller) of each of the following further conditions: 23 (a) Acquiror shall have performed and complied within all material respects all obligations and covenants required to be performed or complied with by it under this Agreement at or prior to the Closing Date and Seller shall have received a certificate signed by an executive officer of Acquiror on behalf of Acquiror to the foregoing effect; (b) the representations and warranties of Acquiror contained in Section 5 of this Agreement and in any certificate or other writing delivered by Acquiror pursuant to this Agreement shall be true in all material respects at and as of the Closing Date as if made at and as of such time (other than representations and warranties made as of a specific time or date which shall have been true at and as of such time or date) and Seller shall have received a certificate signed by an executive officer of Acquiror on behalf of Acquiror to the foregoing effect; and (c) the Bid Procedures Order and the Sale Order shall have been timely entered by the Bankruptcy Court as provided in Section 7 and such orders shall contain the provisions set forth under the respective definition of each such order pursuant to this Agreement and shall otherwise be in form and substance reasonably satisfactory to Acquiror. Any motion for rehearing or reconsideration of the Bid Procedures Order or the Sale Order shall have been denied or withdrawn, and the time allowed for appeals of the Bid Procedures Order or the Sale Order shall have expired without any appeal having been taken or, if the Bid Procedures Order or the Sale Order shall have been appealed, no stay shall be in effect. 8.3 Conditions to the Obligations of Acquiror. The obligation of Acquiror to consummate the Transfer of the Assets and the assumption of the Assumed Contracts is subject to the satisfaction (or written waiver by Acquiror) of each of the following further conditions: (a) Seller shall have performed and complied within all material respects all obligations and covenants required to be performed or complied with by it under this Agreement at or prior to the Closing Date and Acquiror shall have received a certificate signed by an executive officer of the General Partner on behalf of Seller to the foregoing effect; (b) The representations and warranties of Seller contained in this Agreement and in any certificate or other writing delivered by Seller pursuant to this Agreement shall be true in all material respects at and as of the Closing Date as if made at and as of such time (other than inaccuracies that in the aggregate would not have a Material Adverse Effect and other than representations and warranties made as of a specific time or date which shall have been true at and as of such time or date) and Acquiror shall have received a certificate signed by an executive officer of Seller on behalf of Seller to the foregoing effect; and (c) All relevant Government Entities shall have approved the transfer of all the Permits from Seller to Acquiror or, in lieu thereof, issued new Permits upon substantially the same terms and conditions to Acquiror; (d) The Illiopolis Plant shall be in substantially the same condition that it is in as of the date hereof, reasonable wear and tear excepted; 24 (e) Acquiror shall have obtained a title commitment reasonably acceptable to Acquiror covering the Real Estate with no Liens other than Permitted Liens and subject to Acquiror's reasonable satisfaction that the Liens listed on Schedule 4.4 do not materially adversely affect the operation of the Illiopolis Plant; (f) The Motion of Congoleum requesting authority to cancel with Seller filed in the Bankruptcy Cases on January 28, 2002 is either: (i) denied with prejudice and such contract has not otherwise terminated; or (ii) granted in which case the Purchase Price shall be reduced by Three Million Dollars ($3,000,000.00), and all material contracts listed on Schedule 6.9 are assignable to Acquiror or BCP has obtained the third party consent to such assignment or the Bankruptcy Court has ordered such assignment; (g) Acquiror shall be satisfied in its discretion, which shall not be arbitrary and capricious, with the results of the Environmental Assessment and the safety and health compliance audit of the Illiopolis Plant conducted by Acquiror pursuant to Section 6.6 hereof. This condition shall be deemed satisfied unless Acquiror notifies Seller, in writing, that it is not satisfied with the results of such Environmental Assessment or safety and health compliance audit and provides Seller with a copy of the Environmental Assessment and safety and health compliance audit no later than March 31, 2002; provided, that if Acquiror decides, and Seller agrees, that initial or additional Phase II assessment is required to identify environmental issues at the site then the above date shall be postponed until April 30, 2002. If Acquiror notifies Seller by the date set forth herein, then, unless both Seller and Acquiror have agreed in writing to a mutually acceptable solution, this Agreement shall terminate, the Earnest Money Deposit and accrued interest thereon will be returned to Acquiror, and neither party will have any further rights or obligations hereunder in accordance with Section 9.3; (h) Acquiror shall have obtained commitments from third parties to supply, on commercially reasonable terms, all raw materials necessary to continue operation of the Illiopolis Plant after Closing at the same production volumes as currently operated; and (i) the Bid Procedures Order and the Sale Order shall have been timely entered by the Bankruptcy Court as provided in Section 7 and such orders shall contain the provisions set forth under the respective definition of each such order pursuant to this Agreement and shall otherwise be in form and substance reasonably satisfactory to Acquiror. Any motion for rehearing or reconsideration of the Bid Procedures Order or the Sale Order shall have been denied or withdrawn, and the time allowed for appeals of the Bid Procedures Order or the Sale Order shall have expired without any appeal having been taken or, if the Bid Procedures Order or the Sale Order shall have been appealed, no stay shall be in effect. 9. TERMINATION; REMEDIES: 9.1 Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing: (a) by mutual written consent of Seller and Acquiror; (b) by Seller, so long as Seller is not then in material breach of this Agreement, after May 15, 2002, if the Closing shall not have occurred on or before such date; 25 (c) by Seller for any reason for which terminations by Seller is authorized pursuant to the Bid Procedures Order; (d) by Acquiror, provided it is not in material breach of any of its obligations under this Agreement, if Seller corrects any representation or warranty pursuant to Section 6.1 and the corrected warranty or representation has a Material Adverse Effect on the Business, if the circumstances described in Section 6.8 occur, or if any of the conditions set forth in Sections 8.1 and 8.3, except as provided for in Section 9.1(e), have not been fulfilled or waived before May 15, 2002, unless such fulfillment has been frustrated or made impossible by any act or failure to act of Acquiror; (e) by Acquiror, provided it is not in material breach of any of its obligations under this Agreement, if the Bid Procedures Order or the Sale Order is not entered by the Bankruptcy Court in a timely basis as set forth in Section 7; and (f) by Acquiror, provided it is not in material breach of any of its obligations under this Agreement, if in any of the Bankruptcy Cases an order is entered converting such case to a Chapter 7 proceeding, dismissing such case, appointing a Chapter 11 trustee in such case, or if the Seller files a plan of reorganization or liquidation of the Business which does not permit the sale of the Assets pursuant to this Agreement. 9.2 Effect of Termination. In the event of the termination of this Agreement pursuant to: (a) Section 9.1(a), The Escrow Agent shall return to Acquiror the Earnest Money Deposit, together with all interest earned thereon, within two (2) Business Days after this Agreement is terminated; (b) Sections 9.1(d),(e) and (f), Escrow Agent shall return to Acquiror the Earnest Money Deposit, together with all interest earned thereon, and the Seller shall pay to Acquiror the Expense Reimbursement within two (2) Business Days after this Agreement is terminated; or (c) Section 9.1(c), Escrow Agent shall return to Acquiror the Earnest Money Deposit, together with all interest earned thereon, and the Seller shall pay to Acquiror the Breakup Fee within two (2) Business Days after this Agreement is terminated. 9.3 Acquiror's right to the Earnest Money Deposit together with interest thereon shall not be considered an asset of Seller's estate and Acquiror's payment of the Expenses Reimbursement or Breakup Fee under Section 9.2 shall have a super-priority administrative claim status in the Bankruptcy Cases pursuant to Sections 105 and 507(b)of the Bankruptcy Code, senior to all other priority and super-priority administrative expense claims (except for the claims of the Seller's debtor-in-possession lenders and any claim under the carveout from such lenders' collateral as provided for in any order authorizing such debtor-in-possession financing entered in the Bankruptcy Cases), and Acquiror shall be entitled to apply to the Bankruptcy Court for specific performance of this Section in the event that Seller is in breach. Following such termination, this Agreement, except for the provisions of Sections 12.4, 12.7 and 12.9, shall forthwith become null and void and have no effect, without any liability on 26 the part of either party or their respective directors, officers or stockholders. The aforesaid provisions shall survive such termination for the longest period legally permissible. Nothing in this Section 9 shall, however, relieve either party to this Agreement of liability for breach of any provision of this Agreement which specifically survives termination hereunder. 9.4 Remedies. (a) In the event all of the conditions set forth in Sections 8.1 and 8.2 have been satisfied, and this Agreement has not been terminated pursuant to Section 9.1, if Seller refuses or fails for any reason to close the Transfer of the Assets in accordance with the terms of this Agreement, Acquiror shall have the right at its option to either (i) obtain specific performance of Seller's obligations hereunder, or (ii) receive its Earnest Money Deposit and all interest earned thereon and have Seller pay the Expense Reimbursement. Acquiror's right to such payment described in this Section shall have a super-priority administrative claim status in the Bankruptcy Cases pursuant to Sections 105 and 507(b) of the Bankruptcy Code, senior to all other priority and super-priority administrative expense claims (except for the claims of the Seller's debtor-in-possession lenders and any claim under the carve-out from such lenders' collateral as provided for in any order authorizing such debtor-in-possession financing entered in the Bankruptcy Cases), and Acquiror shall be entitled to apply to the Bankruptcy Court for specific performance of this Section in the event that Seller is in breach. (b) In the event all of the conditions set forth in Sections 8.1 and 8.3 have been satisfied, and this Agreement has not been terminated pursuant to Section 9.1, if Acquiror refuses or fails for any reason to close the Transfer of the Assets in accordance with the terms of this Agreement, Seller shall have the right, as its sole remedy, to retain the Earnest Money Deposit, with all interest earned thereon, as liquidated damages. (c) Neither party shall be liable to the other party for any incidental, consequential, special, exemplary or punitive damages with respect to any matter related to or arising out of the breach or delay in the performance of this Agreement. 10. TAX MATTERS 10.1 Transfer Taxes. Except to the extent set forth in the Sal__ Order, Seller shall be responsible for the payment of all state, local, provincial and municipal transfer taxes (and all recording or filing fees) resulting from the transactions contemplated by this Agreement (including taxes based on the income of Seller). 11. NO SURVIVAL 11.1 Survival of Representations and Warranties. Except as herein specifically provided, the several representations and warranties of the parties contained in this Agreement (or in any document delivered in connection herewith) will terminate upon the Closing. The several covenants of the parties contained in this Agreement (or in any document delivered in connection herewith) will remain operative and in full force and effect without any time limitation, except as any such covenant will be limited in duration by the express terms hereof. 27 12. MISCELLANEOUS 12.1 Entire Agreement. This Agreement, including the Schedules to this Agreement, constitute the entire agreement of the parties to this Agreement with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, with respect to the subject matter hereof and thereof. 12.2 Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile) and shall be given if to Seller to: Borden Chemicals and Plastics Operating Limited Partnership Hwy. 73 Geismar, Louisiana 70734 Facsimile: (225) 673-0626 Attention: Mark J. Schneider with a copy to: Jones, Day, Reavis & Pogue 3500 SunTrust Plaza 303 Peachtree Street, N.E. Atlanta, Georgia 30308 Facsimile: (404) 581-8330 Attention: Neil P. Olack, Esq. and: Goldberg, Kohn, Bell, Black, Rosenbloom & Moritz 55 E. Monroe Street Suite 3700 Chicago, Illinois 60603 Facsimile: (312) 332-2196 Attention: Alan P. Solow, Esq. and Dimitri G. Karcazes, Esq. if to Acquiror to: Formosa Plastics Corporation, Delaware 9 Peach Tree Hill Road Livingston, NJ 07039 Attention: Robert Chou, Vice President & General Manager Facsimile: (973)-716-7483 with a copy to: Klett Rooney Lieber & Schorling The Brandywine Building 28 1000 West St. - Suite 1410 Wilmington, DE 19801 Attention: Mark 1. Gundersen, Esq. Facsimile: (302)-552-4295 or such other address or facsimile number as such party may hereafter specify for such purpose by notice to the other party to this Agreement. Each such notice, request or other communication shall be effective (i) if given by facsimile transmission, when such facsimile is transmitted to the facsimile number specified in this Section 12.2 and the appropriate confirmation is received, or (ii) if given by any other means, when delivered at the address specified in this Section 12.2. 12.3 Amendments: No Waivers. (a) Any provision of this Agreement may be amended or waived prior to the Closing Date if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by Seller and Acquiror or in the case of a waiver, by the party against whom the waiver is to be effective; provided, that, any amendment or waiver of any provisions of this Agreement by Seller shall require prior approval of Fleet Capital Corporation, as agent for certain financial lenders. (b) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. 12.4 Expenses. Except as otherwise provided in this Agreement, all costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense. 12.5 Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and assigns, provided that, Acquiror may not assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of Seller, except to an Affiliate of Acquiror; provided that, such Affiliate agrees in writing to be bound by the terms of this Agreement on a joint and several basis with Acquiror. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, expressed or implied is intended to confer on any person other than the parties to this Agreement or their respective; successors and permitted assigns, any rights, remedies obligations or liabilities under or by reason of this Agreement. 12.6 Certain Interpretive Matters. (a) Unless the context otherwise requires, (i) all references in this Agreement to Sections, Articles or Schedules are to Sections, Articles or Schedules of or to this Agreement, (ii) each term defined in this Agreement has the meaning ascribed to it and (iii) words in the singular include the plural and vice versa. All references to "$" or dollar amounts will be to lawful currency of the United States of America. 29 (b) Titles and headings to Sections in this Agreement are inserted for convenience of reference only, and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. No provision of this Agreement will be interpreted in favor of, or against, any of the parties to this Agreement by reason of the extent to which any such party or its counsel participated in the drafting thereof or by reason of the extent to which any such provision is inconsistent with any prior draft hereof or thereof. 12.7 Governing Law and Jurisdiction. This Agreement shall be construed in accordance with and governed by the internal substantive law of the State of Delaware regardless of the laws that might otherwise govern under principles of conflict of laws applicable thereto. This Agreement is also subject to any applicable order or act of the Bankruptcy Court. In the event either party shall institute a legal action as a result of the default in the other party's performance under this Agreement, any such action shall be brought exclusively in the Bankruptcy Court which shall retain exclusive jurisdiction with respect to the interpretation, performance, and enforcement of this Agreement. 12.8 Counterparts; Effectiveness. This Agreement may be executed in two or more counterparts (including by means of facsimile signature pages), all of which shall be considered one and the same agreement, and shall become effective when on or more such counterparts have been signed by each of the parties hereto and delivered to he other party (solely for purposes of effectiveness of this Agreement, such delivery may be in the form of facsimile signature pages). 12.9 Severability. If any term, provision, covenant or restriction of this Agreement is determined by a Governmental Entity to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement will remain in full force and effect and will in no way be affected, impaired or invalidated. [Remainder of page intentionally left blank) 30 IN WITNESS WHEREOF, the parties to this Agreement have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. SELLER: BORDEN CHEMICALS AND PLASTICS OPERATING LIMITED PARTNERSHIP By: BCP Management Inc., its General Partner By: Illegible ----------------------------------------- Name/Title: Illegible ------------------------------ President, Chief Executive Officer ACQUIROR: FORMOSA PLASTICS CORPORATION, DELAWARE By: ----------------------------------------- Name/Title: ------------------------------ IN WITNESS WHEREOF, the parties to this Agreement have __________ this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. SELLER: BORDEN CHEMICALS AND PLASTICS OPERATING LIMITED PARTNERSHIP By: BCP Management Inc., its General Partner By: ----------------------------------------- Name/Title: ------------------------------ ACQUIROR: FORMOSA PLASTICS CORPORATION, DELAWARE By: /s/ Illegible ----------------------------------------- Name/Title: ------------------------------ LIST OF SCHEDULES SCHEDULES 1.1 Employees 2.1(a) Description of Real Property 2.1(b) Description of Plant and Tangible Property 2.1(c) List of Offsite Warehouses 2.1(d) List of Assumed Contracts 2.1(e) List of Permits 2.1(f) List of Intangible Assets 2.1(i) List of Research Equipment 2.4(d) Form of Trust and Escrow Agreement 3.2 List of Cure Payments 4.4 Permitted Liens on Real Property 4.7 List of Violations of Laws or Permits 4.8 List of Pending or Threatened Litigation 4.10 Employee Benefits 4.11 Environmental Matters 4.13 Customer Contracts 6.4 Employee Severance Benefits 6.9 Confidential Contracts 6.11 Engineering and Mechanical Information SCHEDULE 1.1 - EMPLOYEES Exempt Employees Position Date of Employment 1. Allen, Penny Administration 1980 2. Davis, Gregory, L. Production 1972 3. Davis, Solange S. L. Administration 1989 4. Deluhery, Craig E. Administration 1991 5. Doddek, Robert L. Production 1996 6. Drabing, David E. Administration 1960 7. Dykes, John M. Administration 2000 8. Greisheirn, Myron R. Administration 1959 9. Havener, Randy W. Production 1976 10. Hernandez, Jeffrey A. Administration 2000 11. Hofferkamp, Steven F. Production 1967 12. Hughes, Brian L. Production 1994 13. Hurt, Thomas M. Production 1980 14. Jantrania, Sailesh B. Administration 1989 15. Johnston, Kathleen L. Administration 1998 16. LaCroix, Larry T. Production 1999 17. Laskowski, Rick A. Administration 1984 18. Lloyd, Kevin Production 1992 19. Lyons, Daniel Production 2000 20. Mandemach, Craig G. Administration 1993 21. Mathis, Michael B. Administration 1978 22. Moffett, David L. Production 1961 23. Peterson, Thomas B. Production 1988 24. Rogers, Donald D. Production 1977 25. Simmons, Daniel H. Production 1982 26. Simmons, Donald H. Production 1978 27. Singh, Anuranjan Administration 1998 28. Spencer, Martin T. Administration 1998 29. Sutton, Thomas W. Production 1969 30. Tague, Kenneth E. Administration 1987 31. Wardall, Dale E. Production 1998 32. Waymire, Joseph L. Administration 1991 Non Exempt Employees Position Date of Employment 1. Brawner, Brenda C. Administration 1994 2. Dudas, Delores A. Administration 1978 3. Floyd, Anna M. Administration 1978 4. Lourant, Marion M. Administration 1998 5. Mc Iver, Patricia A. Administration 1988 6. Mohn, Marcia Administration 2000 7. Rhodemann, Becky J. Administration 1994 8. Simmons, Vicky J. Administration 1978 Illiopolis Union Employees 1. Abbott, Alvin W. Operator 05/26/81 2. Adams, Donald L. Technician 09/27/67 3. Allen, Lyle E. Craft Worker 01/17/68 4. Anders, William L. General Helper 07/19/76 5. Anderson, Robert Operator 10/25/00 6. Ashton, Lewis R. Lead Worker 10/09/65 7. Ball, Lyle D. Lead Worker 08/03/70 8. Ball, Raymond L. Custodian Worker 03/01/69 9. Ballinger, Robert L. Semi-Skilled 11/17/87 10. Bambrough, Walter E. Semi-Skilled 09/30/75 11. Barrett, Kenneth L. Operator 09/18/90 12. Bartolazzi, Larry L. Semi-Skilled 08/25/69 13. Batchelder, Steven R. Operator 01/16/84 14. Bauman II, William H. Lead Worker 06/28/78 15. Bilbrey, Allen L. Operator 09/03/88 16. Birdwell, Cecil E. Operator 01/04/79 17. Blakeman, Terry L. Operator 02/09/68 18. Boehler, David L. Craft Worker 07/14/77 19. Bradshaw, Bradford A. Operator 07/29/81 20. Brown, Douglas J. Lead Worker 02/01/88 21. Brown, Rickey L. Operator 09/28/77 22. Bruce, Richard David Lead Worker 03/24/76 23. Carlson, Timothy J. Lead Worker 03/24/76 24. Chapman, Chester D. Operator 02/08/71 25. Clark, James R. Technician 12/06/78 26. Coe, Mark R. Operator 12/30/74 27. Collett, Katrina M. Operator 05/05/84 28. Courtney, John E. Semi-Skilled 09/30/65 29. Crouse, William L. Operator 09/05/78 30. Curtis, Kenton G. Operator 09/21/81 31. Daubs, Harold A. Technician 07/21/75 32. Davis, Richard M. Operator 05/23/83 33. Dennison, Gregory A. Operator 05/06/81 34. Donaldson, Troy A. Lead Worker 06/07/90 35. Drabing, Gregory L. Operator 09/01/87 36. Dyer, James R. Technician 05/16/77 37. Ealey, Louis E. Semi-Skilled 09/30/94 38. Epperson, Michael L. Lead Worker 08/11/75 39. Fitzgerald, Milo G. Operator 07/17/90 40. Fleck, William J. Technician 04/25/72 41. Floyd, Jimmy E. Semi-Skilled 11/04/67 42. Foster, Robert R. Operator 09/25/79 2 43. Gilbert, Harry D. Operator 09/02/83 44. Gill, Roger D. Operator 02/13/78 45. Goodrich, Kenneth E. Operator 05/03/94 46. Goodrich, Michael D. Operator 10/01/80 47. Graves, Larry L. Operator 05/04/84 48. Graves, William Operator 11/03/69 49. Green, Gary L. Semi-Skilled 05/25/78 50. Grohler, Everett G. Technician 05/21/71 51. Gutman, Scott W. Operator 01/31/00 52. Hagood, Steven C. Lead Worker 02/27/79 53. Hamilton, Wayne E. Operator 10/01/80 54. Hancock, Linda S. Technician 06/27/79 55. Hancock, Randy A. Operator 09/17/74 56. Hartwig, Douglas H. Semi-Skilled 07/23/74 57. Havener, Christopher Lead Worker 06/01/71 58. Hendrickson, Joseph A. Semi-Skilled 01/18/00 59. Hildebrandt, Michael Craft Worker 11/27/74 60. Hill, Brett Operator 2/11/02 61. Hill, Robert A. Semi-Skilled 11/26/74 62. Holloway, Leaster R. Lead Worker 11/01/97 63. Hughes, William T. Operator 01/12/95 64. Hunter, Mark D. Operator 02/16/76 65. Johnson, William L. Operator 06/18/77 66. Jordan, Alva E. Craft Worker 06/25/77 67. Jordan, Ron M. Operator 06/11/81 68. Judge, Robert G. Craft Worker 03/28/79 69. Jump, Jeffrey L. Operator 09/15/75 70. Kapper, Terry L. Operator 05/23/83 71. Karaianis, John T Operator 06/28/78 72. Karrick, David L. Semi-Skilled 01/07/70 73. Knobloch, Jason L. Operator 08/28/00 74. Lake, Kenneth L. Lead Worker 03/24/75 75. Lamb, Gary L. Semi-Skilled 11/15/65 76. LeBeane, Randy A. Operator 03/13/76 77. Lewison, Dean C. Lead Worker 02/16/76 78. Lyman, Glen D. Operator 09/11/79 79. Machalek, Joseph E. Operator 02/08/82 80. Mallory, Roger W. Operator 01/07/02 81. Maple, John A. Operator 10/10/01 82. Marler, Robert L. Operator 01/10/78 83. Marler, Verna L. Operator 05/04/84 84. Mast, William R. Operator 06/03/82 85. Matthews, Chad W. Operator 09/16/88 86. Maynard, David E. Operator 05/27/92 87. McConnell, Jr., Herman Semi-Skilled 03/30/90 88. McLaughlin, Robert L. Operator 10/20/79 3 89. Meister, Michael E. Operator 03/31/82 90. Merritt, Harold G. Operator 05/17/78 91. Merritt, Randy D. Operator 09/30/75 92. Mills, Ricky L. Operator 09/07/87 93. Minix, Vernon W. Semi-Skilled 08/26/98 94. Moffett Jr., John H. Lead Worker 09/03/59 95. Moffett, Jeff T. Semi-Skilled 07/02/87 96. Moore, John S. Operator 10/06/87 97. Morgan, Sherry L. Operator 12/27/94 98. Neilson, David Operator 03/12/98 99. Pickel, Donald W. Operator 06/18/83 100. Porter, Larry W. Operator 02/12/03 101. Pulliam, Ben Operator 09/01/87 102. Rachford, R. Timohy Operator 07/22/97 103. Radzimanowsky, John V. Operator 10/11/84 104. Reynolds, George M. Operator 03/23/94 105. Ridgeway, Gary L. Lead Worker 10/08/74 106. Ridgeway, Russell E. Technician 11/16/65 107. Rogers, David W. Lead Worker 10/29/79 108. Rohdeman, William E. Semi-Skilled 10/13/77 109. Scammahorn, Rickie L. Operator 11/20/74 110. Saulsberry, Harold C. Semi-Skilled 06/25/77 111. Saulsberry, Jerry D. Semi-Skilled 05/02/78 112. Sanders, Dennis, A. Operator 10/05/01 113. Schnepp, Harry W. Operator 10/19/78 114. Shanle, Chester B. Operator 07/24/74 115. Shartzer, Raymond F. Operator 06/07/77 116. Shears, Steven Lead Worker 09/16/87 117. Simpson, David S. Semi-Skilled 05/17/78 118. Sneed, Dennis H. Operator 02/18/84 119. Snyder, John R. Semi-Skilled 08/03/63 120. Stamm, Chad R. Operator 01/05/77 121. Steele, John L. Semi-Skilled 12/10/74 122. Stewart, Gary W. Lead Worker 05/17/78 123. Stewart, Gerald L. Semi-Skilled 07/29/81 124. Stewart, Mark E. Operator 09/18/79 125. Stiles, James F. Operator 01/24/83 126. Striplin, Charles L. Lead Worker 12/01/75 127. Sunderland, Ronnie E. Operator 10/13/88 128. Timmons, Robert L. Operator 06/06/75 129. Tripp, Thomas Dewey Semi-Skilled 01/31/00 130. Turner, Stephen L. Technician 05/21/76 131. Tyler, David E. Technician 11/10/65 132. Tyree, Frank C. Operator 10/19/00 133. Uhrin, John D. Operator 06/09/78 134. Usher, David L. Operator 06/25/70 4 135. Verzbiski, Gregory A. Operator 01/07/02 136. Vince, Kirk Operator 09/04/01 137. Walker, Glenn E. Technician 05/25/78 138. Wang, Stuart L. Operator 07/31/81 139. Ward, Virgi1 O. Custodial Worker 09/29/65 140. Waschevski, Paul A. Operator 12/01/67 141. Wessbecher, K. Judson Operator 11/06/74 142. Wiesner, Larry E. Operator 01/11/83 143. Williams, Larry M. Semi-Skilled 02/28/76 144. Williams, Ted L. Operator 02/01/83 145. Willis, Dennis K. Operator 09/25/91 146. Wingo, Terry L. Craft Worker 12/16/74 147. Woods, Roger Lead Worker 07/20/83 148. Yeager, Robert A. Custodial Worker 09/29/75 149. Yonker, Joseph E. Operator 05/20/69 5 SCHEDULE 2.1(a)- REAL PROPERTY The land, buildings, and all improvements thereto located on the property described below and totaling to approximately 133 acres: PARCEL 1 Part of the east half of section 11, township 16 north, range 2 west of the third principal meridian, Sangamon County, Illinois, described as follows; Beginning at the northeast corner of the southeast quarter of aforesaid section 1_, thence south 00 degrees 00 minutes 00 seconds east on the east line of said southeast quarter, 1637.35 feet; thence north 89 degrees 28 minutes 03 seconds west, 2026.89 feet; thence north 00 degrees 06 minutes 45 seconds east, 746.18 feet; thence south 89 degrees 40 minutes 0_ seconds east, 200.00 feet; thence north 00 degrees 05 minutes 41 seconds east, 90.00 feet; thence south 89 degrees 38 minutes 59 seconds east 474.72 feet; thence south 00 degrees 26 minutes 38 seconds west, 127.00 feet; thence south 01 degrees 27 minutes 07 seconds east, 169.19 feet; thence south 88 degrees 46 minutes 12 seconds east, 47.82 feet; thence south 00 degrees _5 minutes 34 seconds west, 353.07 feet; thence north 87 degrees 27 minutes 36 seconds east, 356.30 feet; thence north 01 degrees 54 minutes 34 seconds east, 186.57 feet; thence north 55 degrees 17 minutes 13 seconds east, 110.63 feet; thence north 28 degrees 01 minutes 22 seconds east, 82.41 feet; thence north 00 degrees 37 minutes 35 seconds east, 363.30 feet; thence north 88 seconds 54 minutes 28 seconds west, 294.60 feet; thence north 09 degrees 59 minutes 4_ seconds west, 111.14 feet; thence north 00 degrees 37 minutes 57 seconds east, 147.21 feet; thence south 89 degrees 22 minutes 03 seconds east 20.00 feet; thence north 00 degrees 37 minutes 57 seconds east, 446.50 feet; thence north 89 degrees 22 minutes 03 seconds west, 246.96 feet, thence north 00 degrees 03 minutes 05 seconds west, 227.61 feet to a point on the south right of way line of the Illinois Terminal Railroad; thence north 89 degrees 56 minutes 14 seconds east on said south right of way line, 20.00 feet; thence north 89 degrees 55 minutes 23 seconds east on said south right of way line, 1118.77 feet; thence north 00 degrees 03 minutes 46 seconds west, 20.00 feet; thence north 89 degrees 56 minutes 14 seconds east, 200.00 feet to a point on the east line of the northeast quarter of aforesaid section 11; thence south 00 degrees 00 minutes 00 seconds east on said east line 225.03 feet to the point of beginning. Except therefrom a tract of land described as follows: Beginning at the quarter corner of sections 11 and 12, being the northeast corner of the southeast quarter of said section 11, thence westerly on and along the north line of said south east quarter of said section 11 a distance of 120 feet; thence north 100 feet; thence east 120 feet, more or less, to the east line of said section 11; thence south on and along the east line of said section 11 a distance of 100 feet, more or less, to the point of beginning. Also excepting therefrom the fo11owing described tract of land: Commencing at the southeast corner of the northeast quarter of section 11, township 16 north, range 2 west of the third principal meridian; thence west a distance of 120 feet to the point of 6 beginning; thence north a distance of 100.00 feet; thence west a distance of 4500 feet; thence south a distance of 100.00 feet; thence east a distance of 45.00 feet to the point of beginning. PARCEL 2A Part of the Southeast Quarter of Section 11 Township 16 North, Range 2 West of the Third Principal Meridian, Sangamon County, Illinois, described as follows: From the Northeast corner of the Southeast Quarter of said Section 11, South 00 degrees 00 minutes 00 seconds East on the Section line for a distance of 675.88 feet; thence South 89 degrees 35 minutes 35 seconds West 803.30 feet; thence South 01 degree 05 minutes 35 seconds West, 54.00 feet; thence North 88 degrees 54 minutes 28 seconds West 294.60 feet to the point of beginning; thence South 00 degrees 15 minutes 43 seconds West 215.69 feet; thence South 44 degrees 24 minutes 04 seconds West 121.33 feet; thence South 87 degrees _0 minutes 19 seconds West 111.79 feet; thence North 40 degrees 34 minutes 36 seconds West 38.69 feet; thence North 01 degree 14 minutes 43 seconds West 94.06 feet; thence North 00 degrees 26 minutes 38 seconds East 862.93 feet; thence South 89 degrees 33 minutes 32 seconds West 22.30 feet; thence North 00 degrees 03 minutes 05 seconds West 26.43 feet, thence South 89 degrees 22 minutes 03 seconds East 246.96 feet; thence South 00 degrees 37 minutes 5_ seconds West 446.50 feet; thence North 89 degrees 22 minutes 03 seconds West 20.00 feet; thence South 00 degrees 37 minutes 57 seconds West 147.21 feet; thence South 09 degrees 9 minutes 41 seconds East 111.14 feet to the point of beginning. PARCEL 2B Part of the Southeast Quarter of Section 11 Township 16 North Range 2 West of the Third Principal Meridian, Sangamon County, Illinois, described as follows: From the Northeast corner of the Southeast Quarter of said Section 11, South 00 degrees 00 minutes 00 seconds East on the Section line for a distance of 675.88 feet; thence South 89 degrees 35 minutes 35 seconds West 803.30 feet, thence South 01 degree 05 minutes 35 seconds West 54.00 feet to the point of beginning; thence South 00 degrees 37 minutes 3_ seconds West 363.30 feet; thence South 28 degrees 01 minute 22 seconds West 82.41 feet; thence South 55 degrees 17 minutes 14 seconds West 110.63 feet; thence South 01 degree 54 minutes 34 seconds West 186.57 feet; thence South 87 degrees 27 minutes 36 seconds West 356._0 feet; thence North 00 degrees 05 minutes 34 seconds East 353.07 feet; thence North 88 degrees 46 minutes 12 seconds West 47.82 feet; thence North 01 degree 27 minutes 07 seconds West 169.19 feet; thence North 00 degrees 26 minutes 38 seconds East 835.47 feet; thence South 39 degrees 05 minutes 12 seconds East 5.96 feet; thence North 00 degrees 03 minutes 05 seconds West 27.67 feet; thence North 89 degrees 33 minutes 32 seconds East 22.30 feet; thence South 00 degrees 26 minutes 38 seconds West 862.93 feet; thence South 01 degree 14 minutes 43 seconds East 94.06 feet; thence South 40 degrees 34 minutes 36 seconds East 38.69 feet; thence North 87 degrees 80 minutes 19 seconds East 111.79 feet; thence North 44 degrees 24 minutes 0_ seconds East 121.33 feet; thence North 00 degrees 15 minutes 43 seconds East 215.69 feet; thence South 88 degrees 54 minutes 28 seconds East 294.60 feet to the point of beginning. PARCEL 2C 7 Part of the Southeast Quarter of Section 11 Township 16 North, Range 2 West of the Third Principal Meridian, Sangamon County, Illinois, described as follows: From the Northeast corner of said Southeast Quarter of Section 11, West on the North line of said Southeast Quarter 1824.08 feet; thence South 00 degrees 05 minutes 4_ seconds West 100.00 feet to the point of beginning; thence continuing South 00 degrees 05 minutes 41 seconds West 712.81 feet; thence South 89 degrees 38 minutes 59 seconds East 474.72 feet, thence North 00 degrees 26 minutes 38 seconds East 708.47 feet, thence North 89 degrees 05 minutes 12 seconds West 477.58 feet to the point of beginning. PARCEL 2D Part of the South half of Section 11 Township 16 North, Range 2 West of the Third Principal Meridian, Sangamon County, Illinois, described as follows: From the Northeast corner of the Southeast Quarter of said Section 11; thence South 00 degrees 00 minutes 00 seconds East on the East line of said Southeast Quarter 2388.83 feet to the point of beginning; thence North 89 degrees 36 minutes 10 seconds West 980.00 feet; thence North 00 degrees 23 minutes 50 seconds East 130.00 feet; thence North 89 degrees 36 minutes 10 seconds West 340.00 feet; thence South 00 degrees 23 minutes 50 seconds West 130._0 feet; thence North 89 degrees 36 minutes 10 seconds West 1309.22 feet; thence North 00 degrees 06 minutes 52 seconds East 659.36 feet; thence North 20 degrees 03 minutes 16 seconds West 758.27 feet; thence North 89 degrees 55 minutes 28 seconds East 359.93 feet; thence North 00 degrees 47 minutes 45 seconds East 129.05 feet; thence South 89 degrees 40 minutes 0_ seconds East 500.81 feet; thence South 00 degrees 06 minutes 45 seconds West 746.18 feet; thence South 89 degrees 28 minutes 03 seconds East 2026.89 feet to a point on the East line of aforesaid Southeast Quarter, thence South 00 degrees 00 minutes 00 seconds East on said East line 751.48 feet to the point of beginning. 8 SCHEDULE 2.1(b)-TANGIBLE PROPERTY All Tangible Property set forth herein and any and all Tangible Property currently owned by Seller and located at or attributable solely to the Illiopolis Plant or necessary for the continued operation of the Business as currently conducted at the Illiopolis Plant. All Tangible Property as set forth in the 21-page document entitled "Equipment List, PVC Illiopolis" attached hereto. 9 Equipment List PVC Illi Asset Equip Number Number Asset Description ------ ------ ----------------- 50836 FORK LIFT TRUCK CF-40 367-5 50837 BOILER & BOILER HOUSE EQUIP 50839 ROTARY DRYER CENTRIFUGAL FILTE 50840 CONVEYING SYS 7776-1&2 ACTIVAT 50843 2 BULK STORAGE BINS & PIPIN 50844 REACTOR D308 R162-1173 LAYDOWN 50845 BLEND TANK F404 S/N R- 162-1 50846 REACTOR D307 R162-1172 LAYDOWN 50847 CYLINDER ASSEMBLY FOR #4 AIR 50850 REACTOR CLEANING SYSTEM PUMP 50856 FIVE 5400 CU.FT. BULK BIN 50857 PFAUDLER CO. VESSELS 50862 SEVEN 5400 CU.FT. BULK BIN 50863 STENCIL CUTTING MACHINE 50864 HOIST & TROLLEY 50866 RMVC COMPRESSOR C-339 S/N73U10 50887 INSTRUMENT AIR COMPRESSOR 50888 INSTRUMENT AIR COMPRESSOR 50889 INSTRUMENT AIR RECEIVER 50890 INSTRUMENT AIR RECEIVER 50891 INSTRUMENT AIR RECEIVER 50892 AIR OIL SEPARATOR 50893 INSTRUMENT AIR PREFILTER 50894 INSTRUMENT AIR FINAL FILTE 50895 INSTRUMENT AIR PREFILTER 50896 AIR OIL SEPARATOR 50897 INSTRUMENT AIR PREFILTER 50898 INSTRUMENT AIR FINAL FILTE 50899 INSTRUMENT AIR PREFILTER 50900 INSTRUMENT AIR REFRIGERATION D 50901 INSTRUMENT AIR DESSICANT DRYER 50902 INSTRUMENT AIR REFRIGERATION D 50903 INSTRUMENT AIR DESSICANT DRYER 50904 CLARIFIED WATER DEMINERALIZER 50905 CLARIFIED WATER DEMINERALIZER 50906 FILTERED WATER SOFTENER 50907 FILTERED WATER SOFTENER 50908 ACID GAUGING TANK 50909 CAUSTIC GAUGING TANK 50910 ALUM SYSTEM 50911 LIME SYSTEM 50912 RAW WATER CLARIFIER 50913 CAUSTIC BULK STORAGE TANKHEATE 50914 CLEAR WATER SURGE TANK 50915 DEMINERALIZER WASH WATER TANK 50916 SALT SOLUTION PREPARATION TANK 1 of 21 Equipment List PVC Illi 50917 CAUSTIC BULK STORAGE TANK 50918 CLEAN WATER TRANSFER PUMP 50919 CLEAN WATER TRANSFER PUMP 50920 BRINE TRANSFER PUMP 50921 BACK WASH PUMP 50922 CAUSTIC TRANSFER PUMP 50923 BACK WASH PUMP 50924 CLARIFIED WATER PRESSURE FILTE 50925 CLARIFIED WATER PRESSURE FILTE 50926 DEMINERALIZED WATER FILTE 50927 WASTE TREATMENT PUMPING STATIO 50928 WASTE TREATMENT CLARIFIER 50930 STEAM BOILER 50932 STEAM BOILER 50933 BOILER FEED WATER DEAER 50934 BOILER BLOWDOWN FLASH TANK 50936 BOILER FEED PUMP 50937 BOILER FEED PUMP 50938 SULFITE TRANSFER PUMP 50939 PHOSPHATE TRANSFER PUMP 50944 COOLING TOWER CIRCULATING WATE 50945 COOLING TOWER CIRCULATING WATE 50949 CHILLED WATER SUPPLY PUMP TO E 50953 SPENT CHILLED WATER RETURN PUM 50954 SPENT CHILLED WATER RETURN PUM 50955 CHILLED WATER STORAGE TK EXIST 50963 VINYL CHLORIDE UNLOADING COMPR 50964 VINYL CHLORIDE UNLOADING COMPR 50965 VINYL CHLORIDE UNLOADING COMPR 50968 UNLOADING COMPRESSOR KNOCK 50969 UNLOADING COMPRESSOR KNOCK 50970 UNLOADING COMPRESSOR KNOCK 50971 EDC BULK UNLOADING STORA 50974 EDC TRANSFER PUMP 51078 TAILING SCREEN 51148 CLEARWATER SURGE TANK 51150 AIR RECEIVER VE 8001 AA 51151 AIR RECEIVER VE 8002 AA 51152 DRYER DR 80 51153 DRYER DR 80 51157 FILTER FL 8001 CC 51158 FILTER FL 8001 DD 51159 FILTER FL 8002 CC 51160 FILTER FL 8002 DD 51161 FILTER FL 8001 AA 51162 FILTER FL 8001 BB 51163 FILTER FL 8002-AA 51164 FILTER 8002 BB 51165 COMPRESSER CO.8001-AA 2 of 21 Equipment List PVC Illi 51166 COMPRESSER CO-8002-AA 51167 AFTER COOLER HE.8001.AH 51168 AFTER COOLER HE.8002.AA 51177 D I WATER FILTER FI-53 51178 CLEARWATER TRANSFER PUMP PU-50 51179 SOFT WATER PUMP 51180 SOFT WATER PUMP PU-53 51181 D I WATER PUMP PU-53 51182 D I WATER PUMP PU-53 51183 D I WATER PUMP PU-53 51184 BACKWASH WATER TANK VE-53 51185 VCM STORAGE SPHERE VE-10 51194 1 METHOCEL STORAGE TANK 51195 MODEL G-4 FAN SILENCER 48X48 51196 MODEL G-4 FAN SILENCER 48X48 51198 BENDIX-20 STREAM SAMPLE SYSTE 51199 BENDIX-20 STREAM SAMPLE SYSTE 51200 BENDIX ELECTROMETER AMPLI 51201 BENDIX PUMP FOR HYDRO 51202 -30 SCOTT AIR MASKS 4622 35 51204 ISOTHERMAL FID WITH ACCES 51209 WEIGH SCALE 51213 FIRE WATER TANK VE 9001 50000 51215 FIRE WATER TANK VE 9002 50000 51217 FIRE WATER PUMP PU 9001C 51224 FUEL OIL STORAGE TANK VE-6011 51225 FUEL OIL PUMP & HEATER SET 51226 OIL STORAGE TANK HEATER HE-60 51227 FUEL OIL STORAGE TANK HEATE 51228 FUEL OIL UNLOADING PUMP PU- 51234 FUEL OIL UNLOADING PUMP MDL L 51240 FILM CASTING KNIFE S/N 764 51242 DRILL PRESS S/N 21371 51243 GEAR REDUCER & BEARING FOR EXIST 51244 #65 FINENESS OF GRIND GAGE& 51250 CORNER UNIT 1 MODEL 2P553 51251 TABLE FRAME 1 MODEL 50P22 51252 TABLE FRAME 1 MODEL 50P12 51253 END LEG ASSY 1 MODEL 53P23 51254 END LEG ASSY 2 MODEL 52P23 51255 END PANEL 8 MODEL 4P2 51256 17 LIN FT MODEL 24L41 REAGE 51257 SANDBLAST TO REMOVE EXIST 51258 DATA SYSTEM HP2108A SN 1542A 51261 AUTO-RANGING DIGEMETRY SN20701 51262 AUTO RANGING DIGEMETRY SN20707 51274 BULK STORAGE BINS 2-CLO 51324 NAPTHA STORAGE TANK 1STC 51334 REFLUX PUMP 206 3 of 21 Equipment List PVC Illi 51335 REFLUX PUMP 20 6P 51338 SLURRY PUMP 330 6 51339 SLURRY PUMP 330 6 51340 SLURRY PUMP 150 6 51344 SLURRY RECIRC. PUMP 2000 51347 DEMIN WATER PUMP 265 6PM 51349 STRIPPER CONDENSER 51350 SLURRY COOLER 51352 STRIPPING COLUMN 6000 51353 STRIPPING COLUMN 6000 51355 C-2 TANK 500 GAL 51357 C-3 TANK 40 GAL 51370 STRAINERS 51372 STRIPPER SKID 51379 RE-3201 EXISTING PASTE 51380 RE-3202 EXISTING PASTE 51381 RE-3203 EXISTING PASTE 51382 RE-3204 EXISTING PASTE 51383 VE-3341 EXISTING BLOWD 51384 VE-3342 EXISTING BLOWD 51385 PU-3381 EXISTING SEED 51386 ST-3380A EXISTING SEED 51387 ST-3380B EXIST 51388 VE-3382 EXISTING SEED 51389 VE-3383 EXISTING SEED 51390 VE-3384 EXISTING SEED 51391 VE-3351 EXISTING RVCM 51392 VE-3352 EXISTING RVCM 51393 VE-3361 SEAL WATER K O T 51394 VE-3362 SEAL WATER K O T 51395 F-365M EXISTING REC M 51396 INCINERATOR K O TANK 51397 G-367M EXISTING COMPR 51398 FI-3361 EXISTING SEAL 51399 FI-3362 EXISTING SEAL 51400 M-367 EXISTING SEAL 51401 PU-3361 EXISTING COMPR 51402 PU-3362 EXISTING COMPR 51403 FI-3321 EXISTING VCM F 51404 FI-3322 EXISTING VCM F 51405 FI-3323 EXISTING VCM F 51406 FI-3324 EXISTING VCM F 51407 ST-3320 EXISTING STRAINER 51408 VE-3321 EXISTING VCM W 51409 VE-3322 EXISTING VCM W 51410 VE-3323 EXISTING VCM W 51411 VE-3324 EXISTING VCM W 51412 D-313 EXISTING HOMOP 51413 D-314 EXISTING HOMOP 4 of 21 Equipment List PVC Illi 51414 D-315 EXISTING HOMOP 51415 D-316 EXISTING HOMO 51416 D-317 EXISTING HOMOP 51417 D-318 EXISTING HOMOP 51418 D-319 EXISTING HOMOP 51419 D-320 EXISTING HOMOP 51420 F-345 EXISTING RVCM 51421 F-355M EXISTING RVCM 51422 C-2 EXISTING STRIP 51423 F-405 EXISTING SLURR 51424 F-406 EXISTING SLURR 51425 G-2A EXISTING POLYM 51426 G-2B EXISTING POLYM 51427 F-355 EXISTING BULK 51428 F-375 EXISTING BULK 51429 F-390 EXISTING MVC B 51430 M-319 EXISTING MVC S 51431 M-320 EXISTING RVCM 51432 M-352 EXISTING RVCM 51433 M-359 EXISTING MVC B 51434 M-374 EXISTING MVC B 51435 HE-5201 EXISTING SOLUT 51436 D-301 EXISTING COPOL 51437 D-302 EXISTING COPOL 51438 D-303 EXISTING COPOL 51439 D-304 EXISTING COPOL 51440 D-305 EXISTING COPOL 51441 D-306 EXISTING COPOL 51442 F-315 EXISTING RCVM 51443 D-307 EXISTING COPOL 51444 D-308 EXISTING COPOL 51445 F-325 EXISTING RCVM 51446 F-401 EXISTING SLURR 51447 F-402 EXISTING SLURR 51448 F-403 EXISTING SLURR 51449 CO-1005 EXISTING UNLOA 51450 CO-1006 EXISTING UNLOA 51451 CO-1007 EXISTING UNLOA 51452 CO-1008 EXISTING UNLOA 51453 CO-1009 EXISTING UNLOA 51454 F-104 EXISTING VCM S 51455 VE-1001 EXISTING VCM S 51456 VE-1005 EXISTING UNLOA 51457 VE-1006 EXISTING UNLOA 51458 VE-1007 EXISTING UNLOA 51459 VE-1008 EXISTING UNLOA 51460 VE-1009 EXISTING UNLOA 51463 CP-PASTE 31.01 CONTR 51465 CP-3 31.01 CONTROL PANEL 5 of 21 Equipment List PVC Illi 51469 FI-03520A 11.03 SLURR 51471 FI-03552A 11.03 SLURR 51473 FI-03552B 11.03 SLURR 51475 WATER TANK VE-06302 11.2 HOT G 51476 WATER TANK VE-06302 11.2 HO G 51477 TANK PASTE & HOMO WASTE WATER V 51479 TANK PASTE & HOMO WASTE WATER V 51480 HE-03502 21.51 DEION 51481 HE-03551A 21.51 DEION 51482 HE-03551-B 21.51 DEION 51483 HE-06302 21.52 HOT G 51484 G-00101A 22.08 SEAL 51485 G-00101B 22.08 SEAL 51486 G-00101C 22.08 SEAL 51487 G-00355A 22.08 SEAL 51488 G-003557 22.08 SEAL 51489 G-00377A 22.08 SEAL 51490 G-00399 22.08 SEAL 51492 P-01200 22.08 SEAL 51493 P F-0190 DIAPHRAM PUMP 51495 PU-03201B 22.05 SEED 51496 PU-03321 22.08 SEAL 51497 PU-03322 22.08 SEAL 51498 PU-03323 22.08 SEAL 51499 PU-03324 22.08 SEAL 51500 PU-03520 22.09 SLURR 51501 PU-03521 22.09 SLURR 51502 PU-03552A 22.09 SLURR 51503 PU-03552B 22.09 CLURR 51504 PU-05500 22.10 HOT C 51505 PU-06302 22.06 HOT G 51506 PUMP WASTEWATER TRANSFER PU-15 51507 PUMP WASTEWATER TRANSFER PU-15 51508 C-00367M 22.08 51509 CO-03551 22.08 SEAL 51510 CO-03552 22.08 SEAL 51511 G-00401 22.11 SEAL 51512 G-00402 22.11 SEAL 51513 G-00403 22.11 SEAL 51514 G-00405 22.11 SEAL 51515 G-00406 22.11 SEAL 51516 AG-03382 22.11 SEAL 51548 RUCM HOLDING TANK VE-31 51580 VE-03553 F-0267/12.01 GASHO 51582 VE-03556A 11.02 VACUU 51583 VE-03556D 11.02 VACUU 51584 TANK PURGE KO SITE 1 VE-03556C 51585 TANK PURGE KO SITE 1 VE-03556C 51586 TANK PURGE KO SITE 1 VE-03556F 6 of 21 Equipment List PVC Illi 51587 TANK PURGE KO SITE 1 VE-03556F 51588 VE-15004 11.02 BRINE 51589 VE-15504 11.03 VENT 51592 VE-15509 11.02 GASHO 51593 HE-03370 21.50 RECOV 51595 HE-03509 21.50 RECOV 51597 HE-03555 21.50 SEAL 51598 HE-03556A 21.50 SEAL 51599 HE-03556B 21.50 SEAL 51600 HE-03557 21.50 SEAL 51601 HE-03559A 21.50 PURGE 51602 HE-03559B 21.50 PURGE 51603 RF-15004 21.01 BRINE 51605 PU-03556A 22.06 SEAL 51607 PU-15004A 22.06 BRINE 51608 PU-15004B 22.06 BRINE 51609 PU-15004C 22.06 BRINE 51611 PU-15506A 22.06 WASTE 51612 PU-15509 22.07 GASHO 51613 PU-15551A 22.06 K O T 51615 PU-15551B 22.06 K O T 51616 PU-15552 22.06 GASHO 51617 PU-15553A 22.06 WASTE 51618 PU-15553B 22.06 WASTE 51619 CO-03557 23.02 COMPR 51621 VP-03556A 23.02 VACUU 51623 VP-03556B 23.02 VACUU 51625 CP-REC 31.01 CONTR 51627 P-357 EXISTING RVCM 51628 HE-3371 EXISTING PASTE 51629 HE-3372 EXISITNG PASTE 51630 VE-3370 EXISTING RVCM 51631 SP-15006 11.01/11.07 WASTE 51633 VE-15510 11.02 INCIN 51634 NC-15011 21.02/21.03 TRANE WAS 51636 HE-15006 26.02 WASTE 51637 VE-1003 EXISTING WASTE 51638 VE-5019 42807 CAUST 51640 VE-5020A 42803 NEUTR 51641 VE-5020B 42803 NEUTR 51642 VE-5021 42805 CAUST 51644 PU-5021A 42809 CAUST 51645 PU-5021B 42809 CAUST 51646 AG-5020A 42814 AGITA 51647 AG-5020B 42814 AGITA 51648 TYPEWRITER 51649 TYPEWRITER 51672 PURGE K O TANK VE-33 51673 VACUUM PUMP SEPARATOR VE-33 7 of 21 Equipment List PVC ILLi 51674 STRIPPER K O TANK VE-33 51676 PURGE K O TANK VE-33 51677 VACUUM PUMP SEPARATOR VE-33 51678 STRIPPER K O TANK VE-33 51680 K O TANK DISCHARGE PUMP PU-33 51681 K O TANK DISCHARGE PUMP PU-33 51682 SEAL WATER PUMP PU-33 51683 SEAL WATER PUMP PU-33 51684 PURGE STEAM CONDENSER HE-33 51686 PURGE STEAM CONDENSER HE-33 51688 SEAL WATER COOLER HE-33 51689 SEAL WATER COOLER HE-33 51690 SEAL WATER FILTER FIL-3 51691 SEAL WATER FILTER FIL-3 51692 SEED TRANSFER TANK AGITATOR AG 51694 CONCENTRATOR TANK AGITATOR AG- 51695 SEED TRANSFER TANK VE-33 51697 K O TANK AGITATOR AG-33 51698 K O TANK AGITATOR AG-33 51699 VACUUM PUMP & SEALS VP-33 51701 VACUUM PUMP & SEALS UP-33 51703 SEED TRANSFER PUMP PU-32 51704 SEED STRAINER ST-33 51705 SEED STRAINER ST-33 51706 BLOWDOWN TANK VE-33 51707 BLOWDOWN TANK VE-33 51708 VE-3384 51709 VE-3383 51710 VE-3382 51714 FORK LIFT TRUCK 169 51715 FORK LIFT TRUCK 122 51725 SALT BRINE TANK 51726 NASH VACUUM PUMP 51727 CENTRIFUGAL PUMP PV-404 51728 VAPOR LINE FILTER FIL3563 51729 VAPOR LINE FILTER FIL3561 51730 VAPOR LINE FILTER FIL3562 51731 SEAL WATER FILTER FIL-3 51732 SEAL WATER COOLER HE 3560 51733 VACUUM PUMP SEPARATOR TANK 51735 WASTE WATER PUMP PU-3561 51736 SEAL WATER PUMP PU-3560 51737 NASH VACUUM PUMP UP-3560 51739 SEAL WATER COOLER E-326 51740 INHIBITOR PUMP/W AGITATOR AND T 51741 SLURRY TRANSFER PUMP PU-40 51742 SEAL WATER COOLER E-316 51743 WASTE WATER PUMP PU 318 51744 SLURRY TRANSFER PUMP PU 40 8 of 21 Equipment List PVC ILLi 51745 SEAL WATER PUMP G-316 51746 SLURRY COOLER HE 400 51748 RVCM CONDENSER HE-3561B 51750 RVCM CONDENSER HE-3561A 51752 STRIPPER KNOCKOUT TANK VE-35 51754 SEAL WATER PUMP G-326 51755 RVCM CONDENSER E-328 51756 RVCM CONDENSER E-318 51757 VACUUM PUMP SEPARATOR TANK 51758 VACUUM PUMP SEPARATOR TANK 51759 STRIPPER KNOCKOUT TANK F-328 51760 NASH VACUUM PUMP C-326 51761 STRIPPER KNOCKOUT TANK F-318 51762 NASH VACUUM PUMP C-316 51763 COPOLYMER STRIPPING TANK F-403 51765 COPDYMER STRIPPING TANK F-402 51766 COPOLYMER STRIPPING TANK F-401 51792 PUMP 51793 PUMP (INSTALLATION) 51794 PUMP (ELECTRICAL POWER) 51795 WASTE WATER CLARIFIER #2 51796 MECHANICAL (CLARIFIER #2) 51802 OIL FILTRATION UNITS (4) 51820 VACUUM PUMP 51822 VACUUM PUMP 51824 CENTRIFUGAL PUMP MATER 51826 CENTRIFUGAL PUMP MATER 51833 TANK MASTER UNIT FOR C 51835 ATMOSPHERIC MIXING TANK 304 ST 51837 WITH AGITATOR 3/4 HP MOTOR 51839 CENTRIFUGAL PUMP SIZE 1X 1_ 51843 SIGMA-10 UNIT 51845 AIR OPERATED PUMP DOUBLE DIAPH 51851 DIA-VAC PUMP FOR METHOD 106 TE 51865 AIR OPERATED DOUBLE DIAPHRAGM 51867 IN LINE WATER HEATER WITH STAI 51869 MOTOR 30HP 1725 RPM 230/460 51871 VACUUM JET EXHAUSTER SIZE 4 TY 51873 MOTOR 30 HP 1725 RPM 230/4 51875 STEAM JET EXHAUSTER 51877 OPEN IMPELLER CENTRI- FUGAL 51879 DUPLEX PUMP DIAPHRAGM TYPE 51881 STRAINER SIZE 3 WITH 5/16 PERF 51883 COMBUSTION OXYGEN ANALYZER FOR 51909 FUNDA FOAM UNITS 51910 PROVIDE AGITATORS FOR WASTE WA 51915 ECONOMIZER E-308B ENEREX 25 51917 HEATER ENEREX E308A 2572 51919 HEATER ENEREX E-308B PLANT 9 of 21 Equipment List PVC Illi 51921 SOOT BLOWER COPES-VULCAN PLA 51923 SOOTBLOWER COPES-VULCAN PLANT 51925 JACKET FABRICATE AND INSTAL 51927 JACKET BOILER #4 STEEL WIT 51933 INSULATION 30000 BARREL FUEL 51939 AERATOR SA-300-3 QUANTUM SE 51943 AGITATOR LIGHTNIN 821394 51945 AGITATOR LIGHTNIN 71S3 3 HP 51947 AGITATOR LIGHTNIN 71S3 3HP 51949 WATER TANK DI HOT 15'-0 OD 51965 EXTRUDER TEMP CONSOLE S/N 1224 51966 FLOTRAYS 8-5' & 10' FOR BULK 51967 CYCLOBLOWER WITH 75HP MOTOR 51968 BLOWER BARE 51984 PUMP VERTICAL TURBINE DEEP WEL 51986 PUMP VERTICAL TURBINE DEEP WEL 51988 PUMP SPARE FOR WELLS-WELL FI 51990 LIME FEEDERS TIMER CONTROLLER 51992 METER FOR DEKALB WATER SUPPLY 52006 ELECTRICAL WORK FOR WELLS 14 52022 FLOCCULATOR WITH 1/2 HP MOTOR 52043 SLURRY STRIPPER HEAT RECOVERY 52046 QUENCH INK INCINERATOR SPARE 52048 INCINERATOR SPARE COMPLETE WIT 52050 FOUNDATION FOR INCINERATOR 52052 BLOWER WITH 2HP MOTOR FOR SPAR 52054 HEAT EXCHANGER WITH ELECTROPOL 52066 ENGINE GAS POWERED FOR EMERGEN 52068 CHILLED WATER TO COILING COILS 52070 HOSES HIGH PRESSURE AND JETS T 52074 PUMP SPARE FOR WASTE WATER STR 52078 MAINTENANCE SHOP CRANE WELDER 52080 TRACTOR 1972 FORD 60H PT 52081 WATER BLASTER SERIES 8000 WET 52082 CHLORINATOR WALLACE TIERNAN GA 52083 TRACTOR BULK TRUCK WHITE 52085 TRANSMITTER TYPE KA12111 BAILE 52087 CYCLONE TO REMOVE SOLIDS FROM 52088 BLOWER ROOTS AIR LIFT FOR OXYG 52091 CAR WASH SYSTEM HOPPER 52109 GENERATOR EMERGENCY 52110 ROLL MILL-TWO Q-C LAB 52111 SPARE ROLL SET-LAB MILL PD7-50 52113 OVERHAUL 9 DRYER CENTRIFUGE 3 52117 FOUNDATION AND PIPE SUPPORTS F 52119 FREEZER FOR PLANT 1 & 2 IN LP 52120 FREEZER FOR PLANT 1 & 2 IN LP 52129 OVERHAUL 10 DRYER CENTRIFUGE 52130 UPGRADE TANK F-101 FOR WASTE W 10 of 21 Equipment List PVC Illi 52131 PUMP TURBINE WITH MOTOR AND O- 52132 PUMP TURBINE WITH MOTOR AND O- 52133 PUMP TURBINE WITH MOTOR AND O- 52134 PUMP TURBINE WITH MOTOR AND O- 52135 PUMP TURBINE WITH MOTOR AND O- 52136 BLOWER CENTRIFUGAL 52137 LAPPING SEAL MACHINE 32 SPEED 52138 LAPPING SEAL MACHINE 24 SPITF 52139 DATA STATION SIGMA 15 N3340020 52141 FT1001 #1 CLARK FORK TRUCK FOR SITE 52144 CATHE ROCKFORD ECONOMY LATHE F 52149 FREEZER CHESTINITIATOR 7CUBIC 52157 PUMP UPGRADE VINYL ACETATE CHA 52159 PALLET PRESS IN PASTE PKG. (US 52163 SHAKER RO-TAP SIEVE WITH BUILT 52165 -AERATIRS AQUA-JET 5H.P.460 52167 ENCLOSURES RO-TAP SOUND FOR Q 52168 (5) LEVELER DOCK FOR PVC WAREH 52169 GLASSES SIGHT MONOMER UPGRADE 52173 LOADER WITH 72 BUCKET FOR TRAC 52174 MILLING MACHINE ADHOCK & SHIPL 52182 #1 PASTE RESIN BAGGER UPGRADE 52183 PASTE DRYER FEED TANK PD269001 52185 INCINERATOR QUENCH WATER HEAT 52186 BULK ACID SYSTEM-FIBERGLASS P 52188 STEAM COILS PD750151 52189 EQUIP TO IMPROVE LINE SLURRY P 52195 AIR PADS FOR SB-31 PD750221 52199 NEW KNOCK OUT TANK PD750261 MO 52200 NEW AGITATION SYSTEM PD 7-5028 52201 SPARE GANAJET PURCHASED PD7502 52202 PLASMA MACHINE PURCHASED PD750 52205 FILTER UNITS PURCHASED PD75033 52206 RADIO COMMUNICATION SYSTEM 52210 DUMPSTER CONCRETE WORK PD75038 52212 MOTORIZED OPERATORS PD750441 52214 BACKFLOW PREVENTOR PD750461 52216 SELF PRIMING PUMP PURCHASED PD 52218 PUMP FOR POTABLE PURCHASED PD7 52219 PORTABLE WELDER PD750521 52222 ABULK SOAP SYSTEM PD 2-6780 F 52223 GROUT TANK BOTTOMS-BULK SOAP 5 52224 TANK FOUNDATIONS BULK SOAP SYT 52225 REVISE NOZZLES ON NEW DRYER FE 52226 SPRAY NOZZELS-BULK SOAP SYSTEM 52247 PALLBITZER-AUTOMATIC PD 60910 52248 LAYER PUSHER-AUTOMATIC PALLETI 52253 ROTARY COMPRESSOR PD75005 HOUS 52254 SCREEN COMPRESSOR PD 7-5013 11 of 21 Equipment List PVC Illi 52255 SURGE TANK-CLARIFIED WATER PD 52260 CONVEYOR-ACCUMULATION SEMI 52261 PALLETIZER-SEMI BULK LOADING E 52262 SUPPORT SYSTEM-SEMI BULK LOADI 52263 COLLECTOR-SEMI BULK LOADING EQ 52266 KNOCK OUT TANK 304 S/S PD 7-50 52267 PALLET UNLOADER-SEMI BULK PD 8 52269 GRAVITY SECTION-SEMI BULK PALL 52270 CONVEYOR-ACCUMULATION-SEMI 52272 HOIST-COFFING-SEMI BULK PALLE 52276 STRETCH WRAP MACHINE-AUTOMATIC 52277 FORKLIFT TRUCK-RESINITE PVC RA 52291 METERING PUMP BFI PD60950 INCR 52292 METERING PUMP BFI-INCREMENTAL 52293 HEAT EXCHANGER-INCREMENTAL PAS 52295 DUCTWORK-GRINDER SYSTEM INSTA 52296 PRODUCT HOPPER-INCREMEN-TAL 52297 VCM WEIGH TANK SURGE VES-SEL 52298 REACTOR-5200 GALLON-INCREMENTA 52299 MIXER ASSEMBLY-INCREMEN-TAL P 52300 PUMP-POWER DYNAMICS-INCREMENTAL 52302 TANK-SKID GLASS LINED-IN-CREME 52303 TANK-EXPANSION-HORIZONTAL CYLI 52304 PUMP-CENTRIFUGAL-INCREMENTAL P 52305 PUMP-CENTRIFUGAL-INCREMENTAL P 52307 DISCHARGER-GYRATED BIN INCRE 52309 1988 CHEVY 1500 P/U SITE S/N 2 52310 CATHODIC PROTECTION SYS IN ELE 52312 GRINDER-SPARE PASTSE PD 7-5117 52322 EJECTOR MIXER-BULK LIME SLURR 52332 PUMP-LATEX TRANSFER-MOYNO-PAST 52334 -GRINDER LUBRICATION SYS-PD 8 52335 HOPPER-SEMI BULK LOADING EQUI 52337 FT1009 #9 Clark Fork Truck 52338 HOPPER-SEMI BULK PALLET UNLO 52340 WELDER-8 POSITION MILLER PD8-5 52343 AGITATOR SPEED VARI-DRIVE REAC 52345 STRAINER BOX-OXIGEST WINTER HA 52348 PROVOX SYSTEM ON REACTOR UNITS 52350 FLUSH SYS-REFLUX CONDENSER PD 52352 CENTRIFUGAL PUMP-GRUNDFOS-STEA 52353 CENTRIFUGAL PUMP-GRUNDFOS-STEA 52362 60HP VAR SPEED DRIVE-D 309 REA 52363 60HP VAR SPEED DRIVE-D 311 REA 52373 CATALYST ADDITION PUMP PD8-5 52374 CATALYST ADDITION PUMP PD 52375 CATALYST ADDITION PUMP PD 8 52376 CATALYST ADDITION PUMP PD 52377 CATALYST ADDITION PUMP PD 8 12 of 21 Equipment List PVC Illi 52378 CATALYST ADDITION PUMP PD 8 52385 WATER SOFTERNER-ILLI WATER TREA 52406 INJECTION TUBE ASSEMBLY REAC 52412 2500KVA TRANSFORMER BANK-REACT 52443 SCREEN BOWL CENTRIGURE-9FT DR 52444 CENTRIFUGE SYSTEM-9FT DRIER LI 52464 1989 FORD PICK-UP WATER PLT S/ 52465 S/S REACTORS-PRELIMINARY CAP P 52466 REACTOR REPL PHASE II-ADD CAP 52468 PUMP-SUBMERISIBLE WELL # 12A PD 52475 WATER SOFTENER-SIMPLEX AUTOMAT 52477 BAGGER SCALE-VCM CHARGE TANK O 52478 CHECK WEIGHTER-VCM CHARGE TANK 52490 TANK-RECOVERY COMPR SEAL WATER 52491 TANK-RECOVERY COMPR SEAL WATER 52499 PUMP-GRUNDFOS-CONDENSER FLUSH 52504 FUNDAFOM DEFOAMING UNIT PD 9-0 52510 DUST COLLECTOR-BOTTOM PORTION 52523 BULK CYCLONE PD 9-0018 52526 DENSIFIER PD9-0018 52527 12 SCREW CONVEYOR W/SUPPORTS 52528 HYSTER LIFT TRUCK PD 9-0018 52540 2 PIPE-LOWER KO TANKS TO 3 52542 CONCRETE WASTE WATER TAHNK-1M G 52549 80000 GAL CONCRETE TANK @ NORT 52550 80000 GAS CONCRETE TANK @ PVC 52564 SUBMERISIBLE PUMP-GRUNDFOS-WATE 52571 HYSTER FORK LIFT TRUCK-WHSE & 52572 IMM GAL CONCRETE TANK-WASTE T 52573 IMM GAL CONCRETE TANK-WST TREA 52575 SWITCHMASTER TRACKMOBILE-MODE 52577 BLOWER PACKAGE RECEIVER BLOW T 52579 ELECTRICAL-MOC-STARTERS BREAKE 52584 SPOUTING SYSTEM--BUILK DUST ABA 52593 HYSTER LIFT TRUCK 2-0002 52595 INTERCEPTER PIT-RESIN SETTLEM 52609 STEAM JET VACUUM PUMP-REACTOR 52610 STEAM JET VACUUM PUMP-REACTOR 52616 YARD TRACTOR 2-0004 52633 -10' X 10' SEED STORAGE TANK 1 52636 AGITATOR-SEED STORAGE TANK 1-0 52652 S/S DRYER FILTERS & FRAMEWORK 52669 MVA CONCRETE PAD W/CURB PILAST 52670 CONCRETE BETWEEN MOTOR CONTROL 52672 GASOLINE STORAGE TANK PAD AT T 52673 CONCRETE PAD-WATER BLASTER & T 52698 BAG FLIPPER ASSEMBLY 2-0011 52704 COPOLYMER ANTIFOULANT EDUCTOR 52705 HYSTER LIFT TRUCK-SHIPPING ARE 13 of 21 Equipment List PVC Illi 52708 SHIPPING BAG LABELER CONSISTIN 52709 5000 GAL TANK-AQUATEC 8170 52710 6000 GAL CAUSTIC TANK (FIBERGL 52715 CENTRIFUGE SYSTEM-POWER & CONT 52732 RECOVERY SYSTEM COMPRESSOR REP 52737 PASTE AIR SLIDE BLOWER REPLACE 52739 RECOVERY CONDENSER REPLACEMENT 52740 UTILITY CHILLER CONTROLS-MOORE 52741 UTILITY CHILLER CONTROLS-MOORE 52746 MAINTENANCE MANLIFT 52754 SPARE SHARPLES GEARBOX 52765 COPOLYMER MAGNET 52772 SECONDARY CONDENSER IP 4-0031 52774 TRACKSCALE MODEL WLS-TD-115RE 52776 COPOLYNER VAPOR LINES 52777 RECOVERY GAS HOLDER BELL REPL 52778 BOILER FEED VARI DRIVE 5-0007 52781 COLOR INKJET PLOTTER 5-0280 52794 BRULE INCINERATOR CAPITAL REPA 52796 P FT. SECONDARY SIFTER IP5-001 52802 AIR COMPRESSOR IP5-0003 52803 AUTOMATIC SHORT STOP SYSTEM IP 52804 AGITATOR BAFFLE IP6-0009 52807 BULK BIN DUST COLLECTORS IP6-0 52810 GRINDER ROOM CHILLER IP6-0021 52812 9 FT. DUST COLLECTOR IP5-0004 52813 CHILLER HOTWELL IP5-0005 52815 W. PRIMARY CONDENSER REPL. IP6 52818 TANK FARM FILTER IP6-0003 52819 170 SEMI-BULK BAGS & STRIKE PL 52821 SLUDGE TRANSFER PUMP IP6-0014 52823 VACUUM STRIPPING SYSTEM IP7-00 52826 3000 GAL STAINLESS STEEL TANK 52827 3000 GAL STAINLESS STEEL TANK 52828 3000 GAL STAINLESS STEEL TANK 52829 3000 GAL STAINLESS STEEL TANK 52830 3000 GAL STAINLESS STEEL TANK 52848 SPRAY DRYER DUST COLLECTOR AIR 52849 SPRAY DRYER DUST COLLECTOR AIR 52850 SPRAY DRYER DUST COLLECTOR AIR 52851 SPRAY DRYER DUST COLLECTOR AIR 52853 CONVEYING DUST COLLECTOR AIRLO 52859 CONVEYING DUST COLLECTOR BIN K 52860 CONVEYING DUST COLLECTOR BIN K 52861 CONVEYING EXHAUSTER ATTENUA 52862 PRODUCT DUST COLLECTOR EXHAUST 52863 PRODUCT DUST COLLECTOR EXHAUST 52864 PRODUCT DUST COLLECTOR EXHAUST 52865 PASTE RESIN BAG ATTENUATOR 14 of 21 Equipment List PVC Illi 52866 DRYER LUMP SCREEN UNIT 52867 VISCOSITY MODIFIER MIX TANK SC 52868 PASTE RESIN BAG PUT & TAKE SC 52869 SOLUTION WATER HEATER 52870 HOT CHARGE WATER HEATER 52871 HOT SOLUTION WATER PUMP 52872 SEAL WATER PUMP 52873 AMBIENT SERVICE WATER PUMP 52874 HOT CHARGE WATER PUMP 52875 SEED HOLDING TANK AGITATOR 52876 SETTLING AGENT MIX TANK AGITAT 52877 PRECON BLEND TANK AGITATOR 52878 PRECON BLEND TANK AGITATOR 52879 POSTCON BLEND TANK AGITATOR 52880 POSTCON BLEND TANK AGITATOR 52881 POSTCON BLEND TANK AGITATOR 52882 JACKET RECIRCULATING WATER PUM 52883 JACKET RECIRCULATING WATER PUM 52884 JACKET RECIRCULATING WATER PUM 52885 JACKET RECIRCULATING WATER PUM 52886 VCM WEIGH TANK SCALE 52887 VCM WEIGH TANK SCALE 52888 SEED WEIGH TANK SCALE 52889 SALT SOLUTION MIX TANK 52890 VCM WEIGH TANK 52891 EMUL SIFIER MIX TANK 52892 EMUL SIFIER MIX TANK 52893 EMUL SIFIER MIX TANK 52894 EMUL SIFIER MIX TANK 52895 INITATOR MIX TANK 52896 INITATOR MIX TANK 52897 INITATOR MIX TANK 52898 INITATOR MIX TANK 52899 VCM WEIGH TANK 52900 VCM WEIGH TANK 52901 BLOWDOWN TANK 52902 BLOWDOWN TANK 52903 RVCM KNOCKOUT TANK 52904 RVCM KNOCKOUT TANK 52905 RVCM COMPRESSOR SEAL WATER 52906 RVCM COMPRESSOR SEAL WATER 52907 RVCM RECEIVER 52908 SEED TRANSFER TANK 52909 HOT WATER SURGE TANK 52910 EMULSIFIER CON ADD PUMP 52911 EMULSIFIER CHARGE PUMP 52912 EMULSIFIER CON ADD PUMP 52913 EMULSIFIER CHARGE PUMP 52914 EMULSIFIER CON ADD PUMP 15 of 21 Equipment List PVC Illi 52915 EMULSIFIER CHARGE PUMP 52916 EMULSIFIER CON ADD PUMP 52917 EMULSIFIER CHARGE PUMP 52918 VCM CON ADD PUMP 52919 VCM CON ADD PUMP 52920 VCM CON ADD PUMP 52921 VCM CON ADD PUMP 52922 BLOWDOWN TANK TRANSFER PUMP 52923 BLOWDOWN TANK TRANSFER PUMP 52924 ANTI FOAM METERING PUMP 52925 ANTI FOAM METERING PUMP 52926 COMPRESSOR SEAL WATER PUMP 52927 COMPRESSOR SEAL WATER PUMP 52928 SEED TRANSFER TANK PUMP 52929 SEED HOLDING TANK PUMP 52930 PRODUCT HOPPER AIR SLIDE BLOWE 52931 PRODUCT HOPPER AIR SLIDE BLOWE 52932 PRECON BLEND TANK EXHAU 52933 PRECON BLEND TANK EXHAU 52934 LATEX CONCENTRATOR EXHAU 52935 LATEX CONCENTRATOR EXHAU 52936 LATEX CONCENTRATOR EXHAU 52937 POSTCON BLEND TANK EXHAU 52938 POSTCON BLEND TANK EXHAU 52939 POSTCON BLEND TANK EXHAU 52940 PASTE RESIN BAGGER EXHAU 52941 SPRAY DRYER EXHAUSTER 52942 CONVEYING DUST COLLECTOR EXHAU 52943 PRODUCT DUST COLLECTOR EXHAU 52944 PRODUCT DUST COLLECTOR EXHAU 52945 PRODUCT DUST COLLECTOR EXHAU 52946 REVERSE AIR SUPPLY FAN 52947 SPRAY DRYER SUPPLY FAN 52948 SPRAY DRYER 52949 SPRAY DRYER HEATER BANK 52950 SPRAY DRYER HEATER BANK OUTER 52951 SPRAY DRYER HEATER BANK 52952 SPRAY DRYER HEATER BANK 52953 VISCOSITY MODIFIER MIX TANK 52954 LATEX CONCENTRATOR TANK 52955 LATEX CONCENTRATOR TANK 52956 LATEX CONCENTRATOR TANK 52957 BAG REWORK HOPPER 52958 UNGROUND PRODUCT SURGE BIN 52959 PRODUCT HOPPER 52960 PRODUCT HOPPER 52961 PRODUCT HOPPER 52962 CONDENSATE FLASH TANK 52963 CONVEYING DUST COLLECTOR HOPPE 16 of 21 Equipment List PVC Illi 52964 CONDENSATE SURGE TANK 52965 CONDENSATE RETURN PUMP 52966 CONDENSATE RETURN PUMP 52967 SETTLING AGENT TRANSFER PUMP 52968 VISCOSITY MODIFIER TRANS 52969 LATEX CONCENTRATOR TRANS 52970 POSTCON LATEX TRANSFER PUMP 52971 VISCOSITY MODIFIER MIX TANK 52972 SPRAY DRYER FEED PUMP 52973 SPRAY DRYER FEED PUMP 52974 VACCUM CLEANING SYSTEM 52975 PASTE RESIN BAGGER DUST COLLE 52976 SPRAY DRYER HEATER PREFI 52977 SPRAY DRYER DUST COLLE 52978 CONVEYING DUST COLLECTOR 52979 PRODUCT DUST COLLECTOR 52980 PRODUCT DUST COLLECTOR 52981 PRODUCT DUST COLLECTOR 52982 PASTE RESIN BAGGER 52983 PASTE RESIN BAGGER 52984 DUAL DUMP SYSTEM 52985 PASTE RESIN BAG CHECK WEIGH SC 52986 PASTE RESIN BAG CHECK WEIGH SC 52987 PASTE RESIN BAGGER TAKE OFF C 52988 PASTE RESIN BAGGER TAKE OFF C 52989 PASTE RESIN BAG ACCUM 52990 PASTE RESIN BAG REJECT STRGE 52991 PASTE RESIN BAG PALLET TRF C 52992 PASTE RESIN BAG FLATTENER 52993 PASTE RESIN BAG SWIVEL STACK 52994 PASTE RESIN PALLET PLACER 52995 PASTE RESIN BAGGER FLUID 52996 PASTE RESIN BAGGER FLUID 52997 PRODUCT HOPPER AIR SLIDE 52998 PRODUCT HOPPER AIR SLIDE 52999 PRODUCT HOPPER AIR SLIDE 53000 UNGROUND PRODUCT SURGE BIN D 53001 UNGROUND PRODUCT SURGE BIN D 53002 UNGROUND PRODUCT SURGE BIN D 53003 POSTCON LATEX LUMPBREAKER 53004 GRINDER BEARING LUBRICATOR 53005 GRINDER BEARING LUBRICATOR 53006 GRINDER BEARING LUBRICATOR 53007 RESIN GRINDER 53008 RESIN GRINDER 53009 RESIN GRINDER 53010 GRINDER RESIN MICKRO-ATOMIZER 53011 AQUEOUS AMONIA BULK STORAGE TA 53012 AQUEOUS AMONIA BULK STORAGE TA 17 of 21 Equipment List PVC Illi 53013 VCM TRANSFER PUMP 53014 AQUEOUS AMONIA BULK STORAGE PU 53015 AQUEOUS AMONIA TRANSFER FILTE 53016 RCVM COMPRESSOR 53017 RCVM COMPRESSOR 53018 EMULSIFIER MIX TANK FUME EXHAU 53019 EMULSIFIER MIX TANK FUME EXHAU 53020 EMULSIFIER MIX TANK FUME EXHAU 53021 EMULSIFIER MIX TANK FUME EXHAU 53022 SALT SOLUTION MIX TANK EXHAU 53023 SEED TRANSFER TANK EXHAU 53024 SEED HOLDING TANK EXHAU 53025 POLYMERIZATION REACTOR 53026 INSTRUMENTATION UPGRADE-POLYME 53027 POLYMERIZATION REACTOR 53028 INSTRUMENTATION UPGRADE-POLYME 53029 POLYMERIZATION REACTOR 53030 INSTRUMENTATION UPGRADE-POLYME 53031 POLYMERIZATION REACTOR 53032 FLOWMETER 3 VORTEX FOR PASTE 53033 INSTR UPGRD-POLYMERIZATION REA 53034 REACTOR REFLUX CONDENSER 53035 RACTOR STEAM WATER MIXER 53036 REACTOR REFLUX CONDENSER 53037 REACTOR STEAM WATER MIXER 53038 REACTOR REFLUX CONDENSER 53039 REACTOR STEAM WATER MIXER 53040 REACTOR REFLUX CONDENSER 53041 REACTOR STEAM WATER MIXER 53042 VCM RECYCLE COOLER 53043 VCM RECYCLE COOLER 53044 VCM RECYCLE COOLER 53045 VCM RECYCLE COOLER 53046 COMPRESSOR SEAL WATER COOLE 53047 COMPRESSOR SEAL WATER COOLE 53048 RVCM CONDENSER 53049 RVCM CONDENSER 53050 CIRCULATING HOT WATER SURGE 53051 CIRCULATING HOT WATER PUMP 53052 EMULSIFIER MIX TANK AGITA 53053 EMULSIFIER MIX TANK AGITA 53054 EMULSIFIER MIX TANK AGITA 53055 EMULSIFIER MIX TANK AGITA 53056 INITIATOR MIX TANK AGITA 53057 INITIATOR MIX TANK AGITA 53058 INITIATOR MIX TANK AGITA 53059 INITIATOR MIX TANK AGITA 53060 SALT SOLUTION MIX TANK AGITA 53061 BLOWDOWN TANK AGITATOR 18 of 21 Equipment List PVC Illi 53062 BLOWDOWN TANK AGITATOR 53063 HOT WATER SURGE TANK AGITA 53064 EMULSIFIER FILTER 53065 EMULSIFIER FILTER 53066 EMULSIFIER FILTER 53067 EMULSIFIER FILTER 53068 INITIATOR FILTER 53069 INITIATOR FILTER 53070 INITIATOR FILTER 53071 INITIATOR FILTER 53072 VCM FINAL FILTER 53073 VCM FINAL FILTER 53074 VCM FINAL FILTER 53075 VCM FINAL FILTER 53076 VCM PREFILTER 53077 VCM FILTER 53078 VCM FILTER 53079 COMPRESSOR SEAL WATER FILTE 53080 COMPRESSOR SEAL WATER FILTE 53081 CONDENSER VENT FILTER 53082 CONDENSER VENT FILTER 53083 CONDENSER VENT FILTER 53084 CONDENSER VENT FILTER 53085 CONDENSER VENT FILTER 53086 CONDENSER VENT FILTER 53087 CONDENSER VENT FILTER 53088 CONDENSER VENT FILTER 53089 BLOWNDOWN TANK LUMP BREAK 53090 VCM WEIGH TANK SCALE 53091 VCM WEIGH TANK SCALE 53092 SEED STRAINER 53093 SEED STRAINER 53094 BLOWDOWN TANK LUMP BREAK 53095 VCM WEIGH TANK 53096 SEED HOLDING TANK 53097 SEED WEIGH TANK 53098 SETTLING AGENT MIX TANK 53099 PRECON BLEND TANK 53100 PRECON BLEND TANK 53101 POSTCON BLEND TANK 53102 POSTCON BLEND TANK 53103 POSTCON BLEND TANK 53104 AMBIENT SERVICE WATER STORA 53105 AIR RECEIVER 53106 PVC EXPANSION FINAL CLOSI 53107 BALANCE SEPARATOR 53108 BALANCE SEPARATOR PART OF 402 53109 INDIVIDUAL PAGING SYSTEM 53110 MONSANTO TECHNOLOGY 19 of 21 Equipment List PVC Illi 53112 BAG IMPRINTER MODEL A MARSH 53113 S/B TANK 24000 GAL F-419 53114 S/B TANK AGITATOR G-420 S/N 7 53139 AGITATOR SLURRY PIT S/N 120-1 53142 TRACKMOBILE 53150 RAIL CAR UNLOADER-PORTABLE 53299 SCANSTAR COMPUTER-IN COLUMBUS 53301 EXPANSION-INCREMENTAL PASTE 63441 10 FT.DRYER DUST COLLECTOR 63442 GEARBOX:#2 COLD LIME SOFTNER 63443 SOLID STATE DRUM LEVEL CONTROL 63449 PURCHASE NEW FORK TRUCK 63451 MANWAY LID IMPROVEMENTS 63452 10 DRYER SPARE FEED PUMP 63453 REACTOR BAFFLE AND SHAFT 63456 REPLACEMENT DEMINERALIZER 63469 PERMANENT AIR HANDLER 63471 INCINERATOR DETONATION ARRESTE 63472 B/R CHARGE WATER COOLING 63476 PASTE STEAM COILS 63478 PASTE REACTOR CLEANWALL INJECT 63556 VCM EMERGENCY SWITCH SYSTEM 63727 F420 10 Centrifuge Feed Tank 63791 EG500 #17 W/P Emergency Generator 63792 A811 Tank Farm Pump House 64067 VE3558B TERTIARY VCM CONDENSATE TANK 65205 ILLTP001 Diliopolis Telephone System 65246 HE3558A Seal Water Cooler 65247 CO3558 Tertiary VCM Compressor 65248 HE3558B Tertiary VCM Condenser 65249 VE3558A Seal Water Tank 65278 DC4020 13' Dust Collector 65279 DC4021 Dust Transfer System Filter 65280 EX4021 Dust Transfer System Exhauster 65309 ST9000 Stripper Column 65679 BA4293 North Bulk Bagging Station 65680 BA4294 South Bulk Bagging Station 81456 95TM 95TM TRACKMOBILE 81563 CO3555 WEST RECOVERY COMPRESSOR NASH 81573 D301 REACTOR 81574 D302 REACTOR 81575 D303 REACTOR 81576 D304 REACTOR 81577 D305 REACTOR 81578 D306 REACTOR 81579 D307 Reactor 81580 D308 REACTOR 81581 D309 REACTOR 81582 D310 REACTOR 20 of 21 Equipment List PVC Illi 81583 D311 REACTOR 81584 D312 REACTOR 81586 D314 REACTOR 81589 D317 REACTOR 81590 D318 REACTOR 81658 F402 SLURRY BLEND TANK 81659 F403 SLURRY BLEND TANK 81660 F404 SLURRY BLEND TANK 81880 PU3500 CLARIFIED WATER PUMP 81948 VE3552 YARD KO TANK 81957 VE3557A EAST COMP SEAL WATER TANK 81976 BL4009A EAST CONVEYING BLOWER 82006 FI3 111 SLURRY TRANSFER SCALPING FILTE 82097 PU3109 PVA TRANS. PUMP-GP 3196ST 1X1 82140 RD4003 PVC ll 13' DRYER 82142 RE3001 REACTOR 82145 RE3002 REACTOR 82147 RE3003 REACTOR 82149 RE3004 REACTOR 82163 SC4008A PRATER SIFTER(SE) (#1) 82186 VE15105 WASTE WATER TRANSFER TANK 82206 VE3114B MIDDLE RVCM TANK 82312 DC4290 PASTE RESIN BAGGER DUST COLLEC 82593 VE3385 SEED TANK 82749 NC15011 Trane Incinerator 82809 SB6001 #3 BOILER 82811 SB6002 #4 BOILER 82837 VE15011 INCINERATOR QUENCH TANK 21 of 21 SCHEDULE 2.1(c) - LIST OF OFFSITE WAREHOUSES All offsite warehouses, consignment sites or other locations storing products manufactured at the Illiopolis Plant: 1. Young's Warehouse, Illiopolis, Illinois (considered to be an extension of __-site warehouse) 2. PDI Terminal Montreal, Quebec, Canada 3. Delaware Express Termina1, Edgemoor, Delaware 4. Bulkmatic Terminal, Doraville, Georgia 5. Miller Truckline Terminal, Stroud, Oklahoma 6. Specialized Transportation Services Terminal, Greenville, Tennessee 7. Titan Logistics Terminal, Stillwater, Oklahoma 8. EAR, Indianapolis, Indiana (consignment) 9. Bemis, Shirley, Massachusetts (consignment) 10 SCHEDULE 2.1(d) - ASSUMED CONTRACTS 1. Water Supply Agreement with Village of Illiopolis dated February 1, _____ 2. Letter from DOMCO Tarkett, Inc. regarding contract for copolymer __________ October 24, 2001. 3. Contract Extension Agreement with Minnesota Mining and Manufacturing Company (3M) dated January 14, 2000 extending November 14, 1996 Purchase Agreement. 4. Confirmation of Sales Agreement with Wexford International Inc. dated April 30, 2001 re: sale of Borden Chemical and Plastics Operation Limited Partnership _____ material to Radiator Specialty. 5. Sales Agreement with Sunnex Corporation dated September 10, 2001. 6. Sales Agreement with EFTC dated June 25, 2001. 7. Sales Agreement with Interface Flooring Systems Inc. dated October 19, 2000. 8. Environmental Indemnity Agreement between Borden Chemicals and Plastics Limited Partnership, Seller, and Borden, Inc., dated July 28, 1999. 9. Environmental Indemnity Agreement between Borden Chemicals and Plastics Limited Partnership, Seller, and Borden, Inc., dated November 30, 1987. 10. Sales Agreement dated March 20, 1996 between Aventis Rhone Poulenc and Borden Chemicals And Plastics Operating Limited Partnership. 11 SCHEDULE 2.1(e) - PERMITS 1. Illinois Environmental Protection Agency, National Pollution Discharge Elimination System Permit No. IL0001350, issued September 24, 1991, with October _4, 1996 expiration date. New application submitted on April 26, 1996 still pending. 2. Illinois Environmental Protection Agency, Water Pollution Control Permit No. 1997-SC-4302, issued July 17, 1997, with July 1, 2002 expiration date. 3. Illinois Environmental Protection Agency, PVC Manufacturing Facilities Operating Permit, Application No. 82060050, I.D. No. 167812AAG, issued April 14, 1999, with January 11, 2001 expiration date. Clean Air Act Title V permit submitted on March 7, 1996 still pending. 4. Illinois Environmental Protection Agency Division of Water Pollution Control, National Pollutant Discharge Elimination System Reissued Permit no. IL0042366, issued July 27, 1999; 5. Illinois Environmental Protection Agency, Water Pollution Control Permit no. 2000-SC-1733, issued November 15, 2000; 6. Illinois Environmental Protection Agency, Joint Construction and Operating Permit Application no. 99070006, issued October 4, 1999; 7. Illinois Environmental Protection Agency Joint Construction and Operation Permit. Application no. 94040045, issued May 17, 1994. 12 SCHEDULE 2.1(f) INTANGIBLE ASSETS Any and all (a) business information (including pricing and cost information, business and marketing plans and customer and supplier lists); (b) know-how (including manufacturing and production processes and techniques and research and development information); (c) industrial designs, drawings and blueprints and product specifications; (d) operating manuals; (e) databases and data collections; (f) computer software, subject to the terms of any license granted to Seller; and (g) copies and tangible embodiments of any of the foregoing which are used in the operations of the Business as of the Closing Date and those same types of materials, including proprietary suspension agents technology which have historically been used as or which are solely related to the Business as of the Closing Date. 13 SCHEDULE 2.1 (i) RESEARCH EQUIPMENT All research equipment related to the products manufactured at the Illiopolis Plant and located at Geismar, Louisiana: 1. One-Gallon S.S. Mini Reactor - Used for Dispersion resin development work. Equipped with computer controls to monitor continuous addition of VCM, Initiator and Soaps based on BTU (Conversion). Cooling supplied by a separate chiller. 2. Fifteen Gallon S.S. Reactor - Used for Copolymer, Blending resin and other specialty resin suitable for Illiopolis development 50% of the time. Equipped with automatic reactor and condenser temperature control. Cooling supplied by a rental chiller. 3. Centrifuge - Used in conjunction with the fifteen-gallon reactor. 4. Misc. VCM and VAM addition bombs and scales. 5. Niro pilot scale spray dryer for Dispersion resins. 6. Mikro pulverizer grinder for dispersion resin. 7. CPSM - Particle size analyzer for dispersion resin. 8. CPS - Particle size analyzer for dispersion latex development work. 9. Latex Sonifier used in conjunction with CPSM for PSD measurements. 10. Brinkman Brookfield Viscometer 11. Bench Scale fluid bed dryer for Copolymer & Blending resin. 12. Quincy Convection Oven 13. Misc. Hot plates stirrers, glassware, etc. 14. Coulter Counter - Particle size distribution for paste, blending and suspension resins. 15. Microscopy - Optical and Scanning Electron Microscope (SEM) with photographic capabilities. Major use is for morphology and size analysis. 16. Premier model 2000 lab dispersator - plastisol mixing 17. Rheostat - plastisol mixing 18. 2 Gra-Lab model 171 Universal Timers - plastisol mixing, air release timing, film casting, chart heat stability, etc. 19. 2 1000 ml Pyrex beakers - height of rise 20. 2 Vacuum Pumps - Air release, height of rise, film casting 21. 2 Pyrex desiccating bells with wire cages - Air release, height of rise 22. 2 Hobart low shear mixers - plastisol mixing 23. Electronic balance model FX3000 - plastisol mixing, bulk density, etc. 24. Electronic balance model FX6000 - plastisol mixing, bulk density, etc. 25. Brookfield Viscometer with spindles - Brookfield viscosity 26. 2 Hegman fineness of grind gages and knife - Hegman fineness of grind 27. Gel point Apparatus - gelation point 28. Hotplate - gelation point 29. Pocket probe pyrometer - gelation point 30. Precision Quincy Corp Oven - film casting, heat stability 31. Gardner knife #239 (14cm) - film casting 32. Gardner knife #910 (21.5cm) - film casting 33. Bird vacuum plate - film casting 34. CSI calibrated micrometer - blow ratio on foams 35. Triple beam balance - severs viscosity 36. Severs Extrusion rheometer - severs viscosity 14 37. Digital stopwatch - severs viscosity, huff ring test, etc. 38. Huff ring apparatus - huff ring test 39. Fisher Isotemp Circulator - water bath 40. Water chiller - water bath 41. Water bath (green tub) - water bath 42. Ferro plates - film casting 43. Glass plates - film casting 44. Leneta paper - film casting, haze, gloss 45. Release paper - film casting, color 46. BYK-Gardner gloss meter - film gloss 47. C.W. Brabender Aqua Tester - % moisture 15 SCHEDULE 2.4(d) - FORM OF ESCROW AND TRUST AGREEMENT TRUST AND ESCROW AGREEMENT This Trust and Escrow Agreement ("Agreement") is entered into this ___ day of ____________, 2002, by and between Borden Chemicals and Plastics Operating Limited Partnership ("BCP"), Formosa Plastics Corporation, Delaware ("Formosa"), and Wilmington Trust Company (as escrow agent hereunder "Escrow Agent"). RECITALS A. BCP and Formosa are parties to a certain Asset Purchase Agreement dated as of March 7, 2002 (the "APA"), wherein BCP has agreed to sell, and Formosa has agreed to purchase, certain assets associated with a polyvinyl chloride resin manufacturing facility located in Illiopolis, Illinois. B. Section 2.4(d) of the APA requires Formosa to deposit with BCP earnest money in the amount of $1,000,000 (the "Earnest Money Deposit"). BCP, together with its subsidiary, BCP Finance Corporation, filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") under Bankruptcy Case Number 01-1268 (RN) (the "Bankruptcy Case"). Accordingly, the APA provides that the Earnest Money Deposit does not constitute an asset of BCP and is to be held in trust and escrow in a separate interest-bearing account containing no other funds of BCP pursuant to a trust and escrow agreement pending the closing of the transaction set forth in the APA. C. Pursuant to the provisions of the APA, Formosa and BCP have requested Escrow Agent hold in escrow in accordance with the provisions of the APA and this Agreement the Earnest Money Deposit and the earnings thereon, as further provided herein and to act as Escrow Agent hereunder. D. Escrow Agent is willing to hold the Earnest Money Deposit and the earnings thereon in accordance with the provisions of the APA and this Agreement and to act as Escrow Agent hereunder. NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Appointment of Escrow Agent. BCP and Formosa hereby appoint Wilmington Trust Company as the Escrow Agent hereunder subject to and in accordance with the provisions of this Agreement, and Escrow Agent accepts such appointment and agrees to act a Escrow Agent hereunder, subject to and in accordance with the provisions of this Agreement. 16 2. Establishment of Escrow Account. Escrow Agent agrees to receive the Earnest Money Deposit from Formosa and agrees to hold, invest and disburse the Earnest Money Deposit and the earnings thereon in escrow, subject to and in accordance with the provisions of this Agreement. 3. Deposit: No-Commingling (a) Concurrently with the execution of this Agreement, Formosa a has deposited the Earnest Money Deposit directly with the Escrow Agent. The Earnest Money Deposit will be held in trust and maintained in a separate interest-bearing deposit account maintained at the Escrow Agent (the "Trust Account"). The Trust Account will contain no funds other than the Earnest Money Deposit and interest earned thereon. The funds in the Trust Account will not be utilized, released, disbursed or relinquished except in strict accordance with the terms of this Agreement. (b) The Escrow Agent shall invest the Earnest Money Deposit Property in Eligible Investments, pursuant to and as directed by the written instruction Of BCP. "Eligible Investments" shall mean (i) obligations (including certificates of deposits and banker's acceptances) of any domestic commercial bank having capital and surplus in excess of $500,000,000 or (ii) investment in the Escrow Agent's U.S. Treasury Securities Money Market Fund. If otherwise qualified, other obligations of the Escrow Agent or any of its, affiliates shall qualify as Eligible Investments. All earnings received from the investment of the Earnest Money Deposit shall be credited to, and shall become a part of, the Trust Account. The Escrow Agent shall have no liability for any investment losses, including without limitation any market loss on any investment liquidated prior to maturity in order to make a payment required hereunder. 4. Trust Funds: Waiver of Setoff Rights. Escrow Agent hereby acknowledges receipt of the Earnest Money Deposit and agrees that the Earnest Money Deposit and all interest earned thereon are trust funds to be held and delivered pursuant to the terms of this Agreement. Escrow Agent hereby waives any and all rights of setoff or counterclaim against the funds in the Trust Account. BCP acknowledges that the funds in the Trust Account do not constitute an asset of BCP and are not subject to the claims of any creditor of BCP in BCP's Bankruptcy Case. 5. Disbursement of Earnest Money Deposit. The Earnest Money Deposit, together will all interest earned thereon, will be disbursed from the Trust Account as follows: (a) To BCP (i) upon consummation of the transactions contemplated by the APA pursuant to Section 2.6 of the APA or (ii) pursuant to Section 9,4(b) of the APA. (b) To Formosa, if the APA is terminated pursuant to Section __ thereof, or if Formosa exercises its remedy pursuant to Sections 9.2 or 9.4(a) of the APA. 6. Disbursement Procedure. Upon the occurrence of any one of the events described in paragraph 5 foregoing, the party entitled to receive the Earnest Money Deposit will provide written notice to the Escrow Agent and the other party requesting disbursement of the Earnest Money Deposit and all interest earned thereon. Unless the Escrow Agent is notified by the other party within five (5) days that such other party contests the claiming party's right to receive the Earnest Money Deposit, the Escrow Agent shall disburse the Earnest Money Deposit, together 17 with all interest earned thereon, to the claiming party on the fifth (5th) day after receipt of the request. If either BCP or Formosa claim entitlement to the Earnest Money Deposit, and the other party contests such claimant's right to the same, the contesting party shall notify the Escrow Agent in writing of the contested claim before the expiration of said five (5) day period, in which event the Escrow Agent will not disburse the Earnest Money Deposit to the party until the dispute is resolved by the Bankruptcy Court. If the disbursement is contested as herein described, upon resolution of the dispute by the Bankruptcy Court, the Escrow Agent will disburse the Earnest Money Deposit, together with interest earned thereon, to the party identified as the proper recipient thereof by the Bankruptcy Court. 7. Rights of Escrow Agent. In performing its duties hereunder, the Escrow Agent shall not incur any liability to anyone for damages, losses, or expenses except for willful misconduct or gross negligence, and accordingly: (l) The Escrow Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. The Escrow Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or be a trustee for or have any fiduciary obligation to any party hereto. (2) The Escrow Agent shall not be liable for any error of judgment made in good faith by an officer or officers of the Escrow Agent, unless it shall be conclusively determined by a court of competent jurisdiction that the Escrow Agent was grossly negligent in ascertaining the pertinent facts. (3) The Escrow Agent shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance this Agreement. (4) None of the provisions of this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder. (5) The Escrow Agent may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. (6) The Escrow Agent may consult with counsel and the advice or any opinion of counsel shall be full and compete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in accordance with such advice or opinion of counsel. (7) The Escrow Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document. (8) The Escrow Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians econominees 18 appointed with due care, and shall not be responsible for any willful misconduct or gross negligence on the part of any agent, attorney, custodian or nominee so appointed (9) Formosa and BCP agree to equally share the cost of and to pay the Escrow Agent's compensation for its normal services hereunder in accordance with the fee schedule attached hereto as Exhibit A and made a part hereof. (10) The provisions of this Section shall survive the termination of this Agreement or the earlier resignation or removal of the Escrow Agent. In no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including, but not limited to, lost profits). 8. Indemnity: BCP and Formosa hereby jointly and severally agree to indemnify the Escrow Agent from and against any claims or expense that the Escrow Agent may incur in performing its duties hereunder provided that the Escrow Agent complies with its obligations under this Agreement. 9. Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile) and shall be given: if to BCP to: Borden Chemicals and Plastics Operating Limited Partnership Hwy. 73 Geismar, Louisiana 70734 Facsimile: (225) 673-0626 Attention: Mark J. Schneider with a copy to: Jones, Day, Reavis & Pogue 3500 SunTrust Plaza 303 Peachtree Street, N.E. Atlanta, Georgia 30308 Facsimile: (404) 581-8330 Attention: Neil P. Olack, Esq. And to: Goldberg, Kohn, Bell, Bleck, Rosenbloom & Moritz 55 E. Monroe Street Suite 3700 Chicago, Illinois 60603 Facsimile: (312)-332-2196 Attention: Alan P. Solow, Esq. and Dimitri G. Karca__s, Esq. if to Formosa to: 19 Formosa Plastics Corporation, Delaware 9 Peach Tree Hill Road Livingston, N.J. 07039 Facsimile: (973)-716-7483 Attention: Robert Chou, Senior Vice President with a copy to: Klett, Rooney, Lieber and Schorling, P.C. The Brandywine Building 1000 West Street, Suite 1410 Wilmington, DE 19801 Facsimile: (302) 552-4295 Attention: Mark J. Gundersen, Esq. 20 if to Escrow Agent to: Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, DE 19890 Attention: Corporate Custody Facsimile: (302) 651-1908 or such other address or facsimile number as such party may hereafter specify for such purpose by notice to the other party to this Agreement. Each such notice, request or other communication shall be effective (i) if given by facsimile transmission, when such facsimile is transmitted to the facsimile number specified in this paragraph 9 and the appropriate confirmation is received, or (ii) if given by any other means, when delivered at the address specified in this paragraph 9. 10. Binding Obligations. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, personal representatives and assigns. 11. Counterparts. This Agreement may be executed in two or more counterparts, each of which together shall constitute a single agreement. 12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the principle of conflicts of laws thereof. This Agreement is also subject to any applicable order or act of the Bankruptcy Court. In the event either party shall institute a legal action as a result of the default in the other party's performance under this Agreement, any such action shall be brought exclusively in the Bankruptcy Court which shall retain exclusive jurisdiction with respect to the interpretation, performance, and enforcement of this Agreement. 13. Termination. This Agreement shall automatically terminate upon the distribution of all the Earnest Money Deposit and all interest thereon. 14. Execution in Counterparts. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 21 IN WITNESS WHEREOF, the parties to this Agreement have caused this Agreement to be duly executed by their respective authorized officers as of the date and year first above written. BORDEN CHEMICALS AND PLASTICS OPERATING LIMITED PARTNERSHIP By: BCP Management, Inc., Its General Partner By: --------------------------------- Name/Title: ------------------------- FORMOSA PLASTICS CORPORATION, DELAWARE By: --------------------------------- Name/Title: ------------------------- ------------------------------------ WILMINGTON TRUST COMPANY By: --------------------------------- Name/Title: ------------------------- 22 SCHEDULE OF FEES Setting up Escrow Account $1,000 Annual Fee $2,500 23 SCHEDULE 3.2 - CURE PAYMENTS NONE 24 SCHEDULE 4.4 -- PERMITTED LIENS ON REAL PROPERTY 1. Document #365846 -- Illinois Power Co. Easement for electric substation. Book 678 Page 305. 2. Document #306540 -- Easements for Illinois Power Co. Location of easements unknown. Location cannot be determined from recorded documents. Book 589 Page 837. 3. Document #285976 -- Illinois Power easement. (Note: title comm. refers to doc. #285975 which appears to be a misprint.) Book 553 Page 88. 4. Document #306235 -- Illinois Power Co. easement for pipeline. Book 589 Page 380. 5. Document #365845 -- Three easements to Illinois Power Co. Book 687 Page 301. 6. Document #231750 -- Easement along north and south roadway for Illinois Power Co. Book 390 Page 143. 7. Document #369757 -- Three easements to Illinois Power Co. Vol. 683 Page 890. 8. Document #309300 -- Easement for Commonwealth Edison Co. transmission online. Book 593 Page 931. 9. Document numbers 306235 and 309300. Also refers to document #33706_ which is easement for 20 foot easement centering on "existing" power lines. Exact location not known and not established from field information. Also refers to document #287983 which is a 10 foot easement for sewer drain. 10. Documents #228766, 235868, and 228820. Restrictions for U.S.A. filed for property released from Sangamon Ordinance Plant. Restrictions include maintenance of "Victory Road" and are not noted on plat. 11. Instrument dated March 9, 1896 and recorded March 10, 1896 in book 123 of mortgages pg. 637 is document allowing 10" field tiles over southeast quarter section _1. 12. Document #287983 -- 10 foot easement for sewer drain. 13. Document #60849 -- Easements for 10" field tile over part of southeast quarter of section 11. Book 557 Page 272. 14. Document #239022 -- Easement for use of "Victory Road" and railroad siding track. 15. Document #241131 -- Easement for use of "Victory Road." (Note: title co__. refers to doc. #341131 which appears to be a misprint.) 16. Document #328270 -- reservation of use of switches, siding, etc. Also restriction on production or sale of agricultural chemicals and fertilizers. Book 622 Page _24 17. Document #335661 -- Restriction of sale of agricultural chemicals and fertilizer. 18. Document #577732 -- Appears to be within the west half of section 11-16-__ third principal meridian, Sangamon County. 19. Documents #247356 and 232951 -- Deeds from U.S.A. to State of Illinois ___ various roads constructed in Townships 17 and 16 north and range 2 west of the third principal meridian, Sangamon County, IL. Originally part of Sangamon Ordinance Plant. Book 396 Page 167. 20. Document #86979 refers to the following: 1. Document #367822 -- 20 foot easement to Illinois Power Co. 2. Document #75159 and 75160 -- field tile agreements for installation of 12" and 15" field tiles in south half of section 11. (Ref. Book 144 of Mortgages, Page 521.) 3. Document #317083 -- Easement for ingress and egress along "Victory Road." 25 4. Document #366009 -- (Reference Book 678, Page 528) describes 100 foot strip (known as Victory Road). Deeded by quit claim October 4, 1974 5. Document #467129 -- indicates a quit claim deed to Illinois Power Co. 45 by 100 feet lying directly west of the "not included" parcel in the southeast corner of the northeast quarter of section 11. 21. Document #311009 easement made by Delcalb Agricultural Association, Inc., to Illinois Power Company, dated August 5, 1965 and recorded October 13, 1965 in Book 596 Page 512 for purpose of constructing/maintaining a 30 inch pipe line. 22. Document #337067 -- 20-foot easement centering on existing power lines Exact location not known and not established from field information. 23. Document #311100 conveys to Illinois Power Company a parcel 45' x 10_' parcel. SCHEDULE 4.7 -- VIOLATIONS OF LAWS OR PERMITS 1. There is a potential NESHAP enforcement action pending with the IEPA. Two VCM releases in 1999 have been combined with two later releases to form this potential action. BCP has met with IEPA on several occasions with no final Agency action at this time. 2. There was a notice of violation resulting from a hazardous waste inspection in September, 2001. A subsequent meeting with IEPA resulted in verbal notice that no further action is expected. 3. Certificate of Publication dated January 27, 2000, for failure to submit source water and optimal corrosion control treatment recommendation as required by USE_A Lead Rule. 4. IEPA Notice of Violation UU -- 1999 -- 00224 dated September 27, 1999. 5. IEPA Notice of Violation A -- 2001 -- 00085 dated April 27, 2001 6. IEPA Notice of Violation A -- 1999 -- 00259 dated August 2, 1999 7. IEPA Notice of Violation A -- 2000 -- 00147 8. IEPA Notice of Violation L -- 2001 -- 01380 dated November 2, 2001 9. IEPA Notice of Violation EPA I.D. No.: ILD 005 158 548 dated August 22, 2000. 27 SCHEDULE 4.8 - PENDING OR THREATENED LITIGATION 1. Dyer, James v. BCP; Index No. 01-CV-3016 (1/17/01), U.S. Dist. C_. Cert. Dist. Of Illinois. (Acquiror shall not assume any obligation or liability for this action.) 2. In re Borden Chemicals and Plastics Operating Limited Partnerships, et al; Case Nos. 01-1268; Motion of Congoleum Corporation for an Order (i) Authorizing Congoleum to Cancel Its Supply Contract with the Debtor, or Alternatively (ii) Vacating the Automatic Stay and Compelling Immediate Rejection of the Supply Contract. 28 SCHEDULE 4.10 - EMPLOYEE BENEFITS Union Employees a. Life Insurance (wADB) Employee, Spouse, Child b. Short Term Disability c. Long Term Disability d. Medical Benefits e. Dental Benefits f. Associate Savings Plan (401k) g. Retirement Income plan (Pension) h. Life Insurance - Cancer Only - $25,000 coverage on each employee i. Vacation - per union contract j. Holidays - per union contract - 12 days k. Bereavement Pay 1. Employee Assistance Program (EAP) m. Safety shoe Plan - $100 allowance n. Tool allowance - $70.00 o. Safety Glasses Program Salaried Employees a. Life Insurance - Employee, Spouse, Child b. Accidental Death & Dismemberment Insurance c. Business Travel Insurance d. Salary Continuance (STD) e. Long Term Disability f. Medical Benefits g. Dental Benefits h. Cash Account Plan (Pension) i. Retirement Savings Plan (401k) j. Vacation - 0-4 years - 10 days January 1 of year 5 - 15 days January 1 of year 10 - 20 days January 1 of year 20 - 25 days k. Holidays - 12 days 1. Employee Assistance Program (EAP) m. Safety shoe Plan - $100 allowance n. Safety Glasses Program 29 SCHEDULE 4.11- ENVIRONMENTAL MATTERS a) None b) None c) 1. Water Issues Certificate of Publication dated January 27, 2000 for failure to submit source waiver and optimal corrosion control treatment recommendation as required by USEPA Lead Rule; Illinois EPA Notice of Violation W-1999-00224 dated September 27, 1999. 2. Air Issues Illinois EPA Notice of Violation A-2001-00085 dated April 27, 2001; Illinois EPA Notice of Violation A-1999-00259 dated August 2, 1999; Illinois EPA Notice of Violation A-2000-00147. 3. IEPA RCRA Issues Illinois EPA Notice of Violation L-2001-01380 dated November 2, 2001. 4. EPA RCRA Issues USEPA Notice of Violation EPA I.D. No.: ILD 005 158 548 dated August 22, 2000. d) 1. There is a potential NESHAP enforcement action pending with the IEPA. Two VCM releases in 1999 have been combined with tow later releases to form this potential action. BCP has met with IEPA on several occasions with no final Agency action at this time. 2. There was a notice of violation resulting from a hazardous waste inspection in September, 2001. A subsequent meeting with IEPA resulted in verbal notice that no further action is expected. 3. Phase II Environmental Assessment - Geotechnology Report No. 062450 dated January 15, 2002. 30 e) Naphtha tank removed in the 1960 - 1970 period. There are no records of this tank at the Illiopolis Plant. SCHEDULE 4.13 - CUSTOMERS Contracts Congoleum Corporation Mannington Resilient Floors Domco Inc Floor Products Seaman Corporation BASF Corporation PolyOne Plastic Compound & Colors Interface Flooring Systems Inc Sherwin Williams Company E-A-R Specialty Composites Sunnex Aventis Crop Science Henkel Surface Technologies Rutland Plastic Technologies DIAB Inc. Bemis Associates Inc Minnesota Mining & Mfg Co Inc Spot basis Armstrong World Industries Eftec North America LLC Belt Concepts of America, Inc. Marchem DuBlon, Inc. Calhoun Plastics & Chemicals, Inc. Nan Ya Plastics Corp. USA Valspar Corporation White Cap Inc Reeves Brothers Inc. Bradford Industries Inc Uniroyal Engineered Products Lakeside Plastics Corp Pandel Chemical The Oak Rubber Co Champion Laboratory Inc Textron Automotive Company Brentwood Industries Inc Textileather Corp Apache Mills Inc Scandura Inc Loes Enterprises Thermoclad Co Inc Saint - Gobain Performance Plastics Riverdale Mills Corp W R Grace & Co 32 Penn Color Inc Plasti Dip International Bruin Plastic Co Inc SCHEDULE 6.4 - EMPLOYEE SEVERANCE BENEFITS Exempt Employees -------------------- Name Total ---- ------------- 1 $ 16,447.54 2 $ 42,002.73 3 $ 20,598.30 4 $ 31,761.68 5 $ 20,000.93 6 $ 45,564.50 7 $ 22,500.00 8 $ 73,667.91 9 $ 31,810.52 10 $ 16,848.00 11 5 50,988.64 12 $ 27,709.15 13 $ 73,155.15 14 $ 9,922.50 15 $ 37,324.80 16 $ 23,989.50 17 $ 37,494.90 18 $ 28,820.53 19 $ 36,585.00 20 $ 37,622.62 21 $ 65,498.34 22 $ 62,131.05 23 $ 28,223.35 24 $ 23,399.98 25 $ 27,604.02 26 $ 33,654.72 27 $ 36,180.00 28 $ 65,715.30 29 $ 47,958.12 30 $ 91,513.80 31 $ 57,578.85 32 $ 76,783.95 ------------- $1,301,056.36 34 Non Exempt Employees -------------------- Name Total ---- ---------- 1 $ 4,354.92 2 $12,938.80 3 $14,466.51 4 $ 2,456.81 5 $ 7,707.16 6 $ 1,578.85 7 $ 5,151.82 8 $13,468.82 ---------- $62,123.70 Notwithstanding the above, Acquiror shall not be liable for payment of FICA, SUI or FUI associated with payment of severance to the above employees. SCHEDULE 6.9 - CONFIDENTIAL CONTRACTS All material agreements concerning the operation of the Business not otherwise set forth in Schedule 2.1(d): 1. Sales Agreement dated March 15, 2000 between Diab LP and Borden Chemicals And Plastics Operating Limited Partnership; 2. Sales Agreement dated May 24, 2001 between Rutland Plastic Technologies, Inc. and Borden Chemicals And Plastics Operating Limited Partnership; 3. Sales Agreement dated November 19, 1997 between Seaman Corporation and Borden Chemicals And Plastics Operating Limited Partnership; 4. Agreement for Engineering Services dated July 26, 2001 between Unified Theory, Inc. and Borden Chemicals And Plastics Operating Limited Partnership; 5. Freight Rates Agreements between Union Pacific Railroad Company and Borden Chemicals And Plastics Operating Limited Partnership for the following shipping locations: 1. From Allemania, LA to Illiopolis, IL dated December 1, 2000 2. From Freeport, TX to Illiopolis, IL dated December l, 2001 3. From Gregory, TX to Illiopolis, IL, dated December 1, 2001 4. From Lake Charles, LA to Illiopolis, IL dated December 1, 2001 5. From Plaquemine, LA to Illiopolis, IL dated December 1, 2001 6. Sales Agreement dated April 11, 2001 between Henkel Surface Technologies and Borden Chemicals And Plastics Operating Limited Partnership; 7. Sales Agreement dated January 3, 2001 between Mannington Mills, Inc. and Borden Chemicals And Plastics Operating Limited Partnership; 8. Sales Agreement dated March 25, 1999 between BASF (f/k/a Morton International, Inc.) and Borden Chemicals And Plastics Operating Limited Partnership; 9. Sales Agreement dated November 29, 1999 between Congoleum Corporation and Borden Chemicals And Plastics Operating Limited Partnership; 10. Sales Agreement dated February 15, 2000 between Geon Formulator Group ( ______) and Borden Chemicals And Plastics Operating Limited Partnership; 11. Letter Agreement dated October 25, 2001 between Congoleum Corporation and Borden Chemicals And Plastics Operating Limited Partnership; 12. Amendment 4 to Contract Reg-NS-C 14619 dated December 3, 2001 between Borden Chemicals And Plastics Operating Limited Partnership and Canadian Pacific Railway and Norfolk Southern Railway Company. 13. Transportation Contract NS 18051 dated September 14, 2001 between Borden Chemicals And Plastics Operating Limited Partnership and Illinois Central Railroad Company and Norfolk Southern Railway Company. 36 14. Transportation Contract NS 18052 dated September 14, 2001 between Borden Chemicals And Plastics Operating Limited Partnership and CSX Transportation, Inc. and Norfork Southern Railway Company, 15. Transportation Contract Reg-NS-C-18337 dated September 14, 2001 between Borden Chemicals And Plastics Operating Limited Partnership and Norfolk Southern Railway Company. 16. Amendment No.5 to Contract Reg-NS-C 15889 dated September 14, 2001 between Borden Chemicals And Plastics Operating Limited Partnership and Norfolk Southern Railway Company. SCHEDULE 6.11 - ENGINEERING AND MECHANICAL INFORMATION All the engineering and mechanical information set forth herein to the extent solely related to the Illiopolis Plant. A. General 6. P&I flow diagram showing all equipment in the plant which should also include fire fighting system, VCM/VAM unloading system, RW/HW system, cooling water system, utilities such as nitrogen, natural gas, instrument air, well and raw water treatment. 7. Machine list showing specifications for all equipment corresponding to P&I flow diagram. 8. Sequence chart of polymerization, 9. List of laboratory equipment. 10. Document and information of office LAN system to be transferred. 11. Underground pipeline construction drawings 12. Human Resources records 13. Construction bid packages and drawings 14. Standard Operating Procedures B. Maintenance for mechanical instrument and electricity 1. Overall (a) List of maintenance equipment (b) Spare parts list (c) Vendor document and drawings for each equipment (d) Engineering standard including piping standard (e) Maintenance record of major equipment (f) Record of mechanical integrity required by OSHA 2. Mechanical (a) Piping drawings (b) Drawing for each building (c) Boring data of the plant (d) List of leased equipment such as fork lift, track mobile, track shoe, etc. 3. Instrument and electrical (a) Document for process computer (both hardware and software) (b) Instrument list (c) Motor list (d) Instrument loop drawing (e) Electrical one line diagram and wiring diagram (f) Document for instrument and electrical UPS system (g) Layout drawings for control room and switchgear room (h) Information of substation equipment C. Safety and environment 1. List of safety equipment 2. Hazardous area classification drawing 3. Document for monitoring system 4. Printout record of area monitoring and personal monitoring record 5. Record of analysis required by environmental regulations (air, water, hazardous material, etc.) 6. PSM compliance data 7. All current and past environmental permits, documents, applications, correspondence, agreements, etc, 8. All current and past safety documents, filings, records, correspondence, agreements, etc. 9. Compliance record for TCLP test for solid waste disposal 10. Material Safety Data Sheets for all products D. License l. License agreements with other companies for special technique, chemicals, etc. E. Purchasing and receiving 1. Document for purchasing 2. Document for receiving of material and equipment F. Quality Control and Laboratory l. Product Specification 2. Customer Specification 3. Test methods 4. ISO certification, if applicable