Document 8RwoeOXNo48J0akJbDXNg9OJa

ELANESE PLASTICS COMPANY October 4, 1974 Exxon Company, U.S.A. Division of Exxon Corporation 2200 South Post Oak Road Suite 402, Post Oak Bank Building Houston, Texas 77027 Attention: Mr R. L. Williams Re: Celanese Plastics Company Purchase Order Contract No. 070-074-71-4, for Iso Butane with Exxon Company, U.S.A., Dated December 31, 1973, as supplemented Product Sales Agreement Between Celanese Plastics Company and Exxon Company, U.S.A. Dated January 20, 1974, as amended May 9, 1974 and June 14, 1974 Oentlemen: As announced in the press on September 25, Celanese Corporation and Solvay & Cie, S.A. have reached an agreement in principle for the sale by Celanese of its high density polyethylene (HD-PE) business, including its HD-PE manufacturing operations at Deer Park, Texas. We expect that the sale will take place during October 1974. I shall continue as Plant Manager, and Solvay has asked all of the employees to continue working at the plant in the employ of Solvay. It is proposed that effective as of the date of sale Solvay be substituted for Celanese in all respects under the agree ments with you referred to above, with no other changes or variations whatever, and with Solvay having the same rights, obligations and duties that we have thereunder. Since Celanese will not, after such sale, continue to engage in the HD-PE business, and since Solvay Will become the owner of our Deer Park plant, we believe that it is proper for Solvay to be substituted for Celanese under the agreement. Accordingly, we enclose for execution by you an agreement providing for the substitution of Solvay for Celanese under the agreements, referred to above. You will observe that the forms pro vide that such! substitution shall take place only upon the effective date of our sale to Solvay. It is expressly provided in that Sub stitution Agreement that the agreements between your company and Gelanese will continue until the sale is completed, at which time Solvay will automatically be substituted for us under said agreements Which will continue in effect. CELANESE PLASTICS COMPANY SOX 1000. OEER PARK. TEX. 7733< TELEPHONE: 713--179 2331 A DIVISION OP CELANESE CORPORATION 015482 4T* S2a ELAiN E SE I The enclosed Substitution Agreement provides that, if the sale by Celanese is actually made to a wholly-owned subsidiary of Solvay, rather than to Solvay directly, then that subsidiary will be the company that is actually substituted for Celanese under the present agreements with you, provided Solvay guarantees full per formance of such subsidiary under the agreements Celanese now has with your company. If the enclosed Substitution Agreement is acceptable, please secure execution in triplicate and return all executed copies to me in the enclosed return envelope. Celanese and Solvay (and its subsidiary if the sale is to its subsidiary) will then execute the Substitution Agreement and date the same although the substitution of Solvay or its subsidiary for Celanese will become effective only when and if the contemplated sale to Solvay or its subsidiary actually occurs. Promptly after execution by Celanese and Solvay, we will send fully executed copies to you. If you have any questions regarding the matter, or if you desire to discuss it further with me, please call. Solvay is a diversified chemical manufacturer with head quarters in Brussels, Belgium. Its net sales in 1973, according to its annual report, were equal to U.S.$1.5 billion. Should you wish further information about Solvay, please let me know and I shall arrange to have them send you their annual report. Both Solvay and Celanese hope to complete the sale at the earliest possible date, and we will notify you promptly when the sale is completed. Since there is a vast number of details which must be handled to complete the sale as scheduled, your cooperation and prompt return of the enclosed agreement will be greatly appreciated. Yours very truly, CELANESE PLASTICS COMPANY, a division of Celanese Corporation LEE:lm Ends. By ^ L. E. Emge, Plant Manager 015483 Brown Root,Inc. Post Oil ice Box Three, Houston, Texjs 77001 TKomjs | Pcchjn 5emof Cfoup Vice President 171 )1 676-4362 October 10, 1974 Celanese Plastics Company Box 1000 Deer Park, Texas 77536 Attention: Mr. L. E. Emge Gentlemen: We are returning three (3) executed copies of the Substitution Agreement designating Solvay's anticipated ownership of the Oeer Park plant. We see no problems in this action but do request that you notify us in writing as to the exact date of sale. We are looking forward to meeting the Solvay people and wish them and our many friends at your plant much success in this new association. Yours very truly, TJF:so Enclosures T. J. Feehan 015484 SUBSTITUTION AGREEMENT THIS AGREEMENT dated as of October 4, 1974, between Celanese Corporation (hereinafter referred to as "Celanese"), Solvay & Cie, S. A. (hereinafter referred to as ''Solvay"), and Brown & Root, Inc. (hereinafter referred to as "Brown & Root"), WITNESSETH: WHEREAS, Celanese and Solvay have reached agreement in principle for the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the high density polyethylene (HD-PE) business, including the HD-PE manufacturing operations of Celanese at Deer Park, Texas; and WHEREAS, the parties hereto desire that, upon such sale and assignment, Solvay (or a wholly-owned subsidiary of Solvay with Solvay's guarantee of performance) assume all of the duties and obligations of Celanese, and be substituted for Celanese, under the hereinafter described contract; NOW, THEREFORE, in consideration of the premises, and of the agreements herein contained, Celanese, Solvay and Brown & Root agree as follows: 1. Effective upon, but only upon, the completion of the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the HD-PE business, Including the HD-PE manufacturing operations, of Celanese at Deer Park, Texas (the time and date of which are herein called the "Sale Date"), Solvay (or a wholly- owned subsidiary of Solvay) shall be automatically substituted for Celanese as a party to the following described contract: That certain construction contract between Celanese Corporation and Brown & Ropt, Inc. dated December 6, 1973, as amended, Insofar, but only Insofar, as such contract covers construction work at the Celanese Plastics Company Deer Park, Texas, plant sold to Solvay, and thereafter Solvay (or a wholly-owned sub sidiary of Solvay) shall be subject to and bound by all the terms and provisions thereof to the same extent that Celanese is subject thereto and bound thereby insofar as said Deer Park, plant is con cerned immediately prior to such substitution. 2. Upon the partial substitution of Solvay (or a whollyowned subsidiary of Solvay) for Celanese as provided in Section 1 above, Celanese shall have no further rights, privileges, obligations or duties whatever under the contract Insofar as it applies to con struction work at said Deer Park plant, but insofar as it covers all other Celanese plants in Texas covered thereby the same shall remain in full force and effect. 3. Except as provided in Sections 1 and 2 above, the partial substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanese as a party to the contract shall not modify or vary any term or provision thereof or any of the rights, privi leges, obligations or duties of any party thereto. Q^j 4. This Substitution Agreement shall be and become binding and effective only when executed by all the parties hereto. I 5. In the event that Solvay elects to have the purchase made by a wholly-owned subsidiary of Solvay, then each reference to "Solvay" in Sections 1 through 3 Inclusive of this Substitution Agreement shall be deemed to refer to such wholly-owned subsidiary to the same extent as If each such reference to Solvay was a refer ence to such subsidiary, but In any such event Solvay hereby un conditionally guarantees to Brown 1 Root the full and faithful per formance and observance of the contract by Its wholly-owned subsidiary. IN WITNESS WHEREOF, Celanese, Solvay and Brown & Root have caused this Substitution Agreement to be executed In triplicate as of the day and year first above written. ATTEST: Secretary CELANESE CORPORATION By. Vice President ATTEST: Secretary SOLVAY & CIE, S. A. By Vice President ATTEST: - 'A- A SWdretary BROWN & ROOT, INC* J 5ENl!ia..G?.O!Jfi0P President I) 2 ! 015486 SUBSTITUTION AGREEMENT THIS AGREEMENT dated as of October 4, 197^, between Celanese Corporation (hereinafter referred to as "Celanese"), Solvay i Cle, S. A. (hereinafter referred to as "Solvay"), and Brown 4 Root, Inc. (hereinafter referred to as "Brown 4 Root"), WITNESSETH: WHEREAS, Celanese and Solvay have reached agreement in principle for the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the high density polyethylene (HD-PE) business, including the HD-PE manufacturing operations of Celanese at Deer Park, Texas; and WHEREAS, the parties hereto desire that, upon such sale and assignment, Solvay (or a wholly-owned subsidiary of Solvay with Solvay's guarantee of performance) assume all of the duties and obligations of Celanese, and be substituted for Celanese, under the hereinafter described contract; NOW, THEREFORE, in consideration of the premises, and of the agreements herein contained, Celanese, Solvay and Brown 4 Root agree as follows: 1. Effective upon, but only upon, the completion of the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the HD-PE business, including the HD-PE manufacturing operations, of Celanese at Deer Park, Texas (the time and date of which are herein called the "Sale Date"), Solvay (or a whollyowned subsidiary of Solvay) shall be automatically substituted for Celanese as a party to the following described contract: That certain construction contract between Celanese Corporation and Brown 4 Root, Inc. dated December 6, 1973, as amended, insofar, but only Insofar, as such contract covers construction work at the Celanese Plastics Company Deer Park, Texas, plant sold to Solvay, and thereafter Solvay (or a wholly-owned sub sidiary of Solvay) shall be subject to and bound by all-the terms and provisions thereof to the same extent that Celanese is subject thereto and bound thereby insofar as said Deer Park, plant is con cerned immediately prior to such substitution. 2. Upon the partial substitution of Solvay (or a whollyowned subsidiary of Solvay) for Celanese as provided in Section 1 above, Celanese shall have no further rights, privileges, obligations or duties whatever under the contract insofar as it applies to conitruetion work at said Deer Park plant, but Insofar as it covers all Other Celanese plants in Texas covered thereby the same shall remain In full force and effect. 3. Except as provided in Sections 1 and 2 above, the partial substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanese as a party to the contract shall not modify OP vary any term or provision thereof or any of the rights, privi leges, obligations or duties of any party thereto. 11 This Substitution Agreement shall be and become binding and effective only when executed by all the parties hereto. 015487 I 5. In the event that Solvay elects to have the purchase made by a wholly-owned subsidiary of Solvay, then each reference to "Solvay" In Sections 1 through 3 Inclusive of this Substitution Agreement shall be deemed to refer to such wholly-owned subsidiary to the same extent as If each such reference to Solvay was a refer ence to such subsidiary, but In any such event Solvay hereby un conditionally guarantees to Brown & Root the full and faithful per formance and observance of the contract by its wholly-owned subsidiary. IN WITNESS WHEREOF, Celanese, Solvay and Brown & Root have caused this Substitution Agreement to be executed In triplicate as of the day and year first above written. ATTEST: Secretary CELANESE CORPORATION By________________________ Vice President ATTEST: Secretary SOLVAT ft CIE, S. A. By_____________ Vice President ATTEST: BROWN ft ROOT, INC. 0(C 0K, 2 015488 i SUBSTITUTION AGREEMENT THIS AGREEMENT dated as of October 4, 1974, between Celanese Corporation (hereinafter referred to as "Celanese"), Solvay & Cle, S. A. (hereinafter referred to as "Solvay"), and Brown & Root, Inc. (hereinafter'referred to as "Brown & Root"), WITNESSETH: WHEREAS, Celanese and Solvay have reached agreement in principle for the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the high density polyethylene (HD-PE) business, including the HD-PE manufacturing operations of Celanese at Deer Park, Texas; and WHEREAS, the parties hereto desire that, upon such sale and assignment, Solvay (or a wholly-owned subsidiary of Solvay with Solvay's guarantee of performance) assume all of the duties and obligations of Celanese, and be substituted for Celanese, under the hereinafter described contract; NOVI, THEREFORE, in consideration of the premises, and of the agreements herein contained, Celanese, Solvay and Brown 4 Root agree as follows: 1. Effective upon, but only upon, the completion of the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the HD-PE business, including the HD-PE manufacturing operations, of Celanese at Deer Park, Texas (the time and date of which are herein called the "Sale Date"), Solvay (or a whollyowned subsidiary of Solvay) shall be automatically substituted for Celanese as a party to the following described contract: That certain construction contract between Celanese Corporation and Brown 4 Root, Inc. dated December 6, 1973. as amended, insofar, but only insofar, as such cont'ract covers construction work at the Celanese Plastics Company Deer Park, Texas, plant sold to Solvay, and thereafter Solvay (or a wholly-owned sub sidiary of Solvay) shall be subject to and bound by all-the terms and provisions thereof to the same extent that Celanese is subject thereto and bound thereby insofar as said Deer Park, plant is con cerned immediately prior to such substitution. 2. Upon the partial substitution of Solvay (or a whollyowned subsidiary of Solvay) for Celanese as provided in Section 1 above, Celanese shall have no further rights, privileges, obligations or duties whatever under the contract insofar as It applies to con struction work at said Deer Park plant, but insofar as it covers all other Celanese plants in Texas covered thereby the same shall remain in full force and effect. 3. Except as provided in Sections 1 and 2 above, the partial substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanese as a party to the contract shall not modify or vary any term or provision thereof or any of the rights, privi leges, obligations or duties of any party thereto. 015489 Substitution Agreement shall be and become binding ana effective only when executed by all the parties hereto. I 5. In the event that Solvay elects to have the purchase made by a wholly-owned subsidiary of Solvay, then each reference to "Solvay" in Sections 1 through 3 inclusive of this Substitution Agreement shall be deemed to refer to such wholly-owned subsidiary to the same extent as if each such reference to Solvay was a refer ence to such subsidiary, but in any such event.Solvay hereby un conditionally guarantees to Brown & Root the full and faithful per formance and observance of the contract by its wholly-owned subsidiary. IN WITNESS WHEREOF, Celanese, Solvay and Brown t Root have caused this Substitution Agreement to be executed in triplicate as of the day and year first above written. ATTEST: Secretary CELANESE CORPORATION By________________________ Vice President ATTEST: Secretary ATTEST: _ SOLVAY t CIE, S. A. By_______________________ _ Vice President BROWN t ROOT, INC. B Secretary 2 015490 Memo From. 0. !. 'C'.V.'.'SEN 3 ro '"rtt-, J&uFsrT- -- ///^ry-6 ^0/^/x a/* ,, fZ*** *, * 1 015491 QndiuiJijunL SECURITY SERVICES CORPORATION 10 October 1974 201 Main tmkct HOUSTON, TEXAS 77003 I Mr. L. E. Emge, Plant Manager Celanese Plastics Company P, 0. Box 1000 Deer Park, Texas 77536 Dear Mr. Emge: SUBJECT: SECURITY CONTRACT BETWEEN INDUSTRIAL SECURITY SERVICES CORPORATION AND CELANESE PLASTICS COMPANY DATED OCTOBER 1, 1969, AS AMENDED Pursuant to instructions set forth in your letter of transmittal, we are enclosing herewith three (3) executed copies of "Substitution Agreement" related to the above subject Security Contract dated October 1, 1969, as amended. Secondly, it is pointed out that a correction in this Corporation's name has been made in said Substitution Agreement and initialed signifying said change. We hope this Agreement is now in accord with Celanese desires. Very truly yours, INDUSTRIAL SECURITY SERVICES CORPORATION E. B. Olive President EBO/nh Ends. 015492 SUBSTITUTION AGREEMENT THIS AGREEMENT dated as of October 4, 197*1, between Celanese Corporation (hereinafter referred to as "Celanese"), Solvay & Cle, S.A. (hereinafter referred to as "Solvay"), and Industrial Securlty/)<!service3 Corporation (hereinafter referred to as "Industrial" ), WITNESSETH: WHEREAS, Celanese and Solvay have reached agreement In principle for the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the high density polyethylene (HD-PE) busi ness, Including the HD-PE manufacturing operations of Celanese at Deer Park, Texas; and WHEREAS, the parties hereto desire that, upon such sale and assignment, Solvay (or a wholly-owned subsidiary of Solvay with Solvay's guarantee of performance) assume all of the duties and obligations of Celanese, and be substituted for Celanese, tinder the hereinafter described contract ; NOW, THEREFORE, in consideration of the premises, and of the agreements herein contained, Celanese, Solvay and Industrial agree as follows: 1. Effective upon, but only upon, the completion of the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the HD-PE business. Including the HD-PE manufacturing operations, of Celanese at Deer Park, Texas (the time and date of which are herein called the "Sale Date"), Solvay (or a whollyowned subsidiary of Solvay) shall be automatically substituted for Celanese as a party to the following described contract : That certain security contract between Celanese Plastics Company, a division of Celanese Corporation, and Industrial SecuritytBfServlces Corporation dated October 1, 1969, as amended by letters dated February 12, 1973, July 25, 197** and August 5, 197*1 and thereafter Solvay (or a wholly-owned subsidiary of Solvay) shall have and succeed to all of the rights and privileges of Celanese thereunder, shall be obligated to observe and perform all obligations and duties of Celanese thereunder ar.d shall otherwise be subject to ar.d bound by all the terms and.nthereof to the sane extent that Celanese is subject thereto and bound thereby Immediately prior to ouch substitution. 1 015493  2. Upon the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanese as provided In Section 1 above, Celanese shall have no further rights, privileges, obli gations or duties whatever under the contract . 3. Except as provided In Sections 1 and 2 above, the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanese as a party to the contract shall not modify or vary any term or provision thereof or any of the rights, privi leges, obligations or duties of any party thereto. This Substitution Agreement shall be and become binding and effective only when executed by all the parties hereto. 5. In the event that Solvay elects to have the purchase made by a wholly-owned subsidiary of Solvay, then each reference to "Solvay" In Sections 1 through 3 Inclusive of this Substitution Agreement shall be deemed to refer to such wholly-owned subsidiary to the same extent as If each such reference to Solvay was a reference to such subsidiary, but In any such event Solvay hereby unconditionally guarantees to Industrial the full and faith ful performance and observance of the contract by its wholly- owned subsidiary. IN WITNESS WHEREOF, Celanese, Solvay and Industrial have caused this Substitution Agreement to be executed In tripli cate as of the day and year first above written. CELANESE CORPORATION ATTEST: By Vice President Secretary ATTEST: Secretary SOLVAY t CIE, S.A. By Vice President INDUSTRIAL SECURITY SERVICES CORPORATION ATTEST: By - Ce. President 2 015494 SUBSTITUTION AGREEMENT I THIS AGREEMENT dated as of October *, 1974, between Celanese Corporation (hereinafter referred to as "Celanese"), Solvay i Cle, S.A. (hereinafter referred to as "Solvay"), and Industrial Securityi/)<-Servlces Corporation (hereinafter referred to as "Industrial" ), WITNESSETH: WHEREAS, Celanese and Solvay have reached agreement In principle for the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) or the high density polyethylene (HD-PE) busi ness, including the HD-PE manufacturing operations of Celanese at Deer Park, Texas; and WHEREAS, the parties hereto desire that, upon such sale and assignment, Solvay (or a wholly-owned subsidiary of Solvay witn Solvay's guarantee-of performance) assume all of the duties and obligations of Celanese, and be substituted for Celanese, undar the hereinafter described contract ; MOW, THEREFORE, in consideration of the premises, and of th* agreements herein contained, Celanese, Solvay and Industrial agraa as follows: 1, Effective upon, but only upon, the completion of the sal# by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) Of the HD-PE business, including the HD-PE manufacturing operations, of Celanese at Deer Park, Texas (the time and date of Which are herein called the "Sale Date"), Solvay (or a whollyowned tubildlary of Solvay) shall be automatically substituted for CelaheSO as a party to the following described contract : That certain security contract between Celanese Plastics Company, a division of Celanese Corporation, and Industrial SecurityfcBJ-Servlces Corporation dated October 1, 1969, as amended by letters dated February 12, 1973, July 25,' 1974 end August 5, 1974 and thereafter Solvay (or a wholly-owned subsidiary of Solvay) Shall have and succeed to all of the rights and privileges of Celanese thereunder, shall be obligated to observe and perform ell obligations and duties of Celanese thereunder and shall Otherwise be subject to and bound by all the toroid and provisions thereof to the sane extent that Celanese Is subject thereto and bound thereby Immediately prior to ouch substitution. 1 015495 2. Upon the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanece as provided In Section 1 above, Cclanese shall have no further rights, prlvlleces, obli gations or duties whatever under the contract . 3. Except-as provided in Sections 1 and 2 above, the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Cclanese as a party to the contract shall not modify or vary any term or provision thereof or any of the rights, privi leges, obligations or duties of any party thereto. 4. This Substitution Agreement shall be and become binding and effective only when executed by all the parties hereto. 5. In the event that Solvay elects to have the purchase made by a wholly-owned subsidiary of Solvay, then each reference to "Solvay" in Sections 1 through 3 Inclusive of this Substitution Agreement shall be deemed to refer to such wholly-owned subsidiary to the same extent as If each such reference to Solvay was a reference to such subsidiary, but in any such event Solvay hereby unconditionally guarantees to Industrial the full and faith ful performance and observance of the contract by Its wholly- owned subsidiary. IN WITNESS WHEREOF, Celanese, Solvay and Industrial have caused this Substitution Agreement to be executed in tripli cate as of the day and year first above written. CELANESE CORPORATION ATTEST: By______________________ Vice President Secretary I ATTEST: Secretary SOLVAY & CIE, S.A. By Vice President ATTEST: v-x ^Secretary INDUSTRIAL SECURITY SERVICES CORPORATION By lo. President 2 015496 SUBSTITUTION AGREEMENT THIS AGREEMENT dated as of October H, 197*1, between Celanese Corporation (hereinafter referred to as "Celanese"), Solvay 4 Cle, S.A. (hereinafter referred to as "Solvay"), and Industrial SecurityfclHServlces Corporation (hereinafter referred to as "Industrial" ), WITNESSETH: WHEREAS, Celanese and Solvay have reached agreement In principle for the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the high dcr.3lty polyethylene (KD-PE) busi ness, Including the HD-PE manufacturing operations of Celanese at Beer Park, Texas; and WHEREAS, the parties hereto desire that, upon such sale and assignment, Solvay (or a wholly-owned subsidiary of Solvay with Solvay's guarantee of performance) assume all of the duties and obligations of Celanese, and be substituted for Celanese, under the hereinafter described contract ; NOW, THEREFORE, In consideration of the premises, and of the agreements herein contained, Celanese, Solvay and Industrial agree as follows: 1. Effective upon, but only upon, the completion of the ale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the HD-PE business, including the HD-PE manufacturing operations, of Celanese at Deer Park, Texas (the time and date Of which are herein called the "Sale Date"), Solvay (or a whollyOWhed subsidiary of Solvay) shall be automatically substituted for Celanese as a party to the following described contract : That certain security contract between Celanese Plastics Company, a division of Celanese Corporation, and Industrial Securityvices Corporation dated October 1, 1969, as amended by . letters dated February 12, 1973, July 25, 1971 an* August 5, 197** and thereafter Solvay (or a wholly-owned subsidiary of Solvay) Shall have and succeed to all of the rights and privileges of Celanese thereunder, shall be obligated to observe and perform all obligations and duties of Celanese thereunder and shall otherwise be subject to ar.d bound by all the terms and provisions thereof to the co.no extent that Celanese Is subject thereto and -v,und the,i.bj .immediately prior to ouch substitution. 015497 2. Upon the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanece as provided In Section 1 above, Cclancse shall have no further rights, privileges, obli gations or duties whatever under the contract . 3. Except as provided In Sections 1 and 2 above, the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanece as a party to the contract shall not modify or vary any term or provision thereof or any of the rights, privi leges, obligations or duties of any party thereto. l|. This Substitution Agreement shall be and become binding and effective only when executed by all the parties hereto. 5. In the event that Solvay elects to have the purchase made by a wholly-owned subsidiary of Solvay, then each reference to "Solvay" in Sections 1 through 3 inclusive of this Substitution Agreement shall be deemed to refer to such wholly-owned subsidiary to the same extent as if each such reference to Solvay was a reference to such subsidiary, but in any such event Solvay hereby unconditionally guarantees to Industrial the full and faith ful performance and observance of the contract by its wholly- owned subsidiary. IN WITNESS WHEREOF, Celanese, Solvay and Industrial have caused this Substitution Agreement to be executed in tripli cate as of the day and year first above written. ATTEST: Secretary CELANESE CORPORATION By Vice President ATTEST: Secretary SOLVAY 4 CIE, S.A. By Vice President INDUSTRIAL SECURITY- SERVICES CORPORATION ATTEST: ILjljj- V___-'Secretary By . fe.CV President 2 015498 (70) 623-4270 P. O. BOX 22226 HOUSTON. TEXAS 77027 October 16, 1974 Celanese Plastics Company Box 1000 Deer Park, Texas 77536 Attention: L. E. Emge Plant Manager Reference: Production and Service Agreement Between Celanese Plastics Company and Channel Services, Inc. Dated July 1, 1970, as Amended Gentlemen: Enclosed Is executed agreement providing for the substitution of Solvay for Celanese under the agreement referred to above. Very truly yours CHANNEL SERVICES, INC. JSMrBH Enclosure joe S. Mundy President 015499 t SUBSTITUTION AGREEMENT THIS AGREEMENT dated as of October H, 197*1, between Celanese Corporation (hereinafter referred to as "Celanese"), Solvay A Cle, S.A. (hereinafter referred to as "Solvay"), and Channel Services, Inc. {hereinafter referred to as "Channel" ), WITNESSETH: WHEREAS, Celanese and Solvay have reached agreement In principle for the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the high density polyethylene (HD-PE) busi ness, including the HD-PE manufacturing operations of Celanese at Deer Park, Texas; and WHEREAS, the parties hereto desire that, upon such sale and assignment, Solvay (or a wholly-owned subsidiary of Solvay vlth Solvay's guarantee of performance) assume all of the duties and obligations of Celanese, and be substituted for Celanese, under the hereinafter described contract ; NOW, THEREFORE, in consideration of the premises, and of the agreements herein contained, Celanese,-Solvay and Channel agree as follows: 1, Effective upon, but only upon, the completion of the tale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) Of the HD-PE business, including the HD-PE manufacturing Operations, of Celanese at Deer Park, Texas (the time and date Of Whifeh afe herein called the "Sale Date"), Solvay (or a whollyOWftOd subsidiary of Solvay) shall be automatically substituted for CelaheSe as a party to the following described contract : That certain production and service Agreement between Celanese Plastics Company, & division of Celanese Corporation, and Shannel Services, Inc. dated July 1, 1970,' at amended ihd thereafter Solvay (or a wholly-owned subsidiary of Solvay) 6hali have and succeed to all of the rights and privileges of fielaneoe thereunder, shall be obligated to observe and perform ail obligations and duties of Celanese thereunder and shall dtherwlse be subject to and bound ' the terms and provisions thereof to the same extent that nete as subject tdecto and tidufid thereby Immediately prior to such substitution. 015500 2. Upon the substitution of Solvay ( or a wholly-owned subsidiary of Solvay) for Celanese as provided in Section 1 above, Celonese shall have no further rights, privileges, obligations or duties whatever under the contract. 3. Except as provided in Sections 1 and 2 above, the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanese as a party to the contract shall not modify or vary any term or provision thereof or any of the rights, privileges, obligations or duties of any party thereto. 4. This Substitution Agreement shall be and become binding and effective only when executed by all the parties hereto. 5. In the event that Solvay elects to have the purchase made by a wholly-owned subsidiary of Solvay, then each reference to "Solvay" In Sections 1 through 3 inclusive of this Substitution Agreement shall be deemed to refer to such wholly-owned subsidiary to the same extent as if each such reference to Solvay was a reference to such subsidiary, but in any such event Solvay hereby unconditionally guarantees to Channel the full and faithful performance and observance of the contract by its whollyowned subsidiary. In connection with the foregoing, Solvay hereby waives notice to it of any default in, breach or non-performance of, any terms of said contract by such subsidiary, and further Solvay agrees that any of the terms and provisions of said contract may be altered, deleted or added to in any manner by agreement between such subsidiary and Channel all without notice to, or the consent of, Solvay, without in any way affecting or releasing Solvay's obligations under the aforesaid guaranty. IN WITNESS WHEREOF, Celanese, Solvay and Channel have caused this Substitution Agreement to be executed in triplicate as of the day and year first above written. CELANESE CORPORATION ATTEST: By____________________ Vice President Secretary SOLVAY & CIE, ?. A. ATTEST: Secretary By___________________ Vice President CHANNEL SERVICES, INC. / By (L/a* vj ' President / I 015501 I SUBSTITUTION AGREEMENT THIS AGREE'-ENT dated as of October 4, 197*1, between Celanese Corporation (hereinafter referred to as "Celanese"), Solvay k Cie, S.A. (hereinafter referred to as "Solvay"), and Channel Services, Inc. (hereinafter referred to as "Channel" ), WITNESSETH: WHEREAS, Celanese and Solvay have reached agreement in principle for the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the high density polyethylene (HD-PE) busi ness, Including the HD-PE manufacturing operations of Celanese at Deer Parle, Texas; and WHEREAS, the parties hereto desire that, upon such sale and assignment, Solvay (or a wholly-owned subsidiary of Solvay with Solvay's guarantee of performance) assume all of the duties and obligations of Celanese, and be substituted for Celanese, under the hereinafter described contract ; NOW, THEREFORE, in consideration of the premises, and of the agreements herein contained, Celanese,-Solvay and Channel agree as follows: 1. Effective upon, but only upon, the completion of the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the HD-PE business, including the HD-PE manufacturing operations, of Celanese at Deer Park, Texas (the time and date of which are herein called the "Sale Date"), Solvay (or a whollyowned subsidiary of Solvay) shall be automatically substituted for Celanese as a party to the following described contract : That certain production and service agreement between Celanese Plastics Company, - a division of Celanese Corporation, and Channel Services, Inc. dated July 1, 1970, as amended and thereafter Solvay (or a wholly-owned subsidiary of Solvay) shall have and succeed to all of the rights and privileges of Celanese thereunder, shall be obligated to observe and perform all obligations and duties of Celanese thereunder and s^-'il otherwise be subject to and bound by all the terms 'sions thereof to the same extent that Celanese 13 subjtv.. ___ uiid bound thereby immediately prior to such substitution. 1 015502 2. Upon the substitution of Solvay ( or a wholly-owned subsidiary of Solvay) for Celanese as provided in Section 1 above, Celanese shall have no further rights, privileges, obligations or duties whatever under the contract. 3. Except as provided in Sections 1 and 2 above, the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanese as a party to the contract shall not modify or vary any term or provision thereof or any of the rights, privileges, obligations or duties of any party thereto. 4. This Substitution Agreement shall be and become binding and effective only when executed by all the parties hereto. 5. In the event that Solvay elects to have the purchase made by a wholly-owned subsidiary of Solvay, then each reference to "Solvay" in Sections 1 through 3 Inclusive of this Substitution Agreement shall be deemed to refer to such wholly-owned subsidiary to the same extent as if each such reference to Solvay was a reference to such subsidiary, but In any such event Solvay hereby unconditionally guarantees to Channel the full and faithful performance and observance of the contract by Its whollyowned subsidiary. In connection with the foregoing, Solvay hereby waives notice to It of any default In, breach or non-performance of, any terms of said contract by such subsidiary, and further Solvay agrees that any of the terms and provisions of said contract may be altered, deleted or added to In any manner by agreement between such subsidiary and Channel all without notice to, or the consent of, Solvay, without in any way affecting or releasing Solvay's obligations under the aforesaid guaranty. IN WITNESS WHEREOF, Celanese, Solvay and Channel have caused this Substitution Agreement to be executed in triplicate as of the day and year first above written. ATTEST: Secretary CELANESE CORPORATION By_________ :__________ Vice President. ATTEST: Secretary SOLVAY & CIE, 5. A. By___________________ Vice President * Secretary 2 015503 t SUBSTITUTION AGREEMENT THIS AGREEMENT dated as of October 4, 1974, between Celanese Corporation (hereinafter referred to as "Celanese"), Solvay A Cle, S.A. (hereinafter referred to as "Solvay"), and Channel Services, Inc. (hereinafter referred to as "Channel" ), WITNESSETH: WHEREAS, Celanese and Solvay have reached agreement In principle for the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the high density polyethylene (HD-PE) busi ness, Including the HD-PE manufacturing operations of Celanese at Deer Park, Texas; and WHEREAS, the parties hereto desire that, upon such sale and assignment, Solvay (or a wholly-owned subsidiary of Solvay with Solvay's guarantee of performance) assume all of the duties and obligations of Celanese, and be substituted for Celanese, under the hereinafter described contract ; NOW, THEREFORE, In consideration of the premises, and of the agreements herein contained, Celanese,-Solvay and Channel agree as follows: 1. Effective upon, but only upon, the completion of the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the HD-PE business. Including the HD-PE manufacturing operations, of Celanese at Deer Park, Texas (the time and date of which are herein called the "Sale Date"), Solvay (or a whollyowned subsidiary of Solvay) shall be automatically substituted for Celanese as a party to the following described contract : . That certain production and service agreement between Celanese Plastics Company, a division of Celanese Corporation, and Channel Services, Inc. dated July 1, 1970, as amended and thereafter Solvay (or a wholly-owned subsidiary of Solvay) shall have and succeed to all of the rights and privileges of Celanese thereunder, shall be obligated to observe and perform all obligations and duties of Celanese thereunder and shall otherwise be subject to and bound by all the terms and provisions thereof to the same extent that Celanese Is subject thereto and bound thereby Immediately prior to such substitution. 1 015504 2. Upon the substitution of Solvay ( or a wholly-owned subsidiary of Solvay) for Celanese as provided In Section 1 above, Celanese shall have no further rights, privileges, obligations or duties whatever under the contract. 3. Except as provided in Sections 1 and 2 above, the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanese as a party to the contract shall not modify or vary any term or provision thereof or any of the rights, privileges, obligations or duties of any party thereto. 4. This Substitution Agreement shall be and become binding and effective only when executed by all the parties hereto. 5. In the event that Solvay elects to have the purchase made by a wholly-owned subsidiary of Solvay, then each reference to "Solvay" in Sections 1 through 3 inclusive of this Substitution Agreement shall be deemed to refer to such wholly-owned subsidiary to the same extent as if each such reference to Solvay was a reference to such subsidiary, but in any such event Solvay hereby unconditionally guarantees to Channel the full and faithful performance and observance of the contract by its whollyowned subsidiary. In connection with the foregoing, Solvay hereby waives notice to it of any default In, breach or non-performance of, any terms of said contract by such subsidiary, and further Solvay agrees that any of the terms and provisions of said contract may be altered, deleted or added to in any manner by agreement between such subsidiary and Channel all without notice to, or the consent of, Solvay, without in any way affecting or releasing Solvay's obligations under the aforesaid guaranty. IN WITNESS WHEREOF, Celanese, Solvay and Channel have caused this Substitution Agreement to be executed in triplicate as of the day and year first above written. CELANESE CORPORATION ATTEST: Secretary By____________________ Vice President SOLVAY & CIE, 5. A. ATTEST: Secretary By___________________ Vice President ATTEST: v A .nf Tfzitbutu j {/ ^ Secretary CHANNEL SERVICES, INC., President / 2 SUBSTITUTION AGREI THIS AGREEMENT dated as of Octot Celanese Corporation (hereinafter referi Solvay t Cie, S.A. (hereinafter referrec Channel Services, (hereinafter referred to as "Channel" VXTNESSE WHEREAS, Celanese and Solvay hav principle for the sale by Celanese to Sc subsidiary of Solvay) of the high densit ness, including the HD-PE manufacturing Deer Park, Texas; and WHEREAS, the parties hereto desl and assignment, Solvay (or a wholly-owne with Solvay's guarantee of performance) and obligations of Celanese, and be subs under the hereinafter described contract NOW, THEREFORE, in consideration the agreements herein contained, Celanes> agree as follows: 1. Effective upon, but only upot sale by Celanese to Solvay (or a wholly-* Solvay) of the HD-PE business, including operations, of Celanese at Deer Park, Tex of which are herein called the "Sale Date". owned subsidiary of Solvay) shall be automs for Celanese as a party to the following de . That certain production a agreement between Celanese Plas*' a division of Celanese Corporat Channel Services, Inc. dated Ju as amended and thereafter Solvay (or a wholly-owned : shall have and succeed to all of the rlgh! Celanese thereunder, shall be obligated tc all obligations duties of Celanese th( otherwise b'- to and bound by all t thereof L. ___ ____ .Atent that, ueiunese i bound thereby immediately prior to such cl 1 2. Upon the substitution of Solvay ( or a wholly-owned subsidiary of Solvay) for Celanese as provided in Section 1 above, Celanese shall have no further rights, privileges, obligations or duties whatever under the contract. 3. Except as provided in Sections 1 and 2 above, the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanese as a party to the contract shall not modify or vary any term or provision thereof or any of the rights, privileges, obligations or duties of any party thereto. 4. This Substitution Agreement shall be and become binding and effective only when executed by all the parties hereto. 5. In the event that Solvay elects to have the purchase made by a wholly-owned subsidiary of Solvay, then each reference to 'Solvay" in Sections 1 through 3 inclusive of this Substitution Agreement shall be deemed to refer to such wholly-owned subsidiary to the same extent as if each such reference to Solvay was a reference to such subsidiary, but in any such event Solvay hereby unconditionally guarantees to Channel the full and faithful performance and observance of the contract by its whollyowned subsidiary. In connection with the foregoing, Solvay hereby waives notice to it of any default In, breach or non-performance of, any terms of said contract by such subsidiary, and further Solvay agrees that any of the terms and provisions of said contract may be altered, deleted or added to in any manner by agreement between such subsidiary and Channel all without notice to, or the consent of, Solvay, without in any way affecting or releasing Solvay*s obligations under the aforesaid guaranty. IN WITNESS WHEREOF, Celanese, Solvay and Channel have caused this Substitution Agreement to be executed in triplicate as of the day and year first above written. ATTEST: Secretary CELANESE CORPORATION By____________________ Vice President SOLVAY & CIE, g. A. ATTEST: Secretary By___________________ Vice President 2 015507 SUBSTITUTION AGREEMENT t THIS AGREEMENT dated as of October 4, 1974, between Celanese Corporation (hereinafter referred to as "Celanese"), Solvay 4 Cie, S.A. (hereinafter referred to as ''Solvay"), and W. R. Biles ii Associates, Inc. (hereinafter referred to as "Biles" ) V X t'n E S S E T H: WHEREAS, Celanese and Solvay have reached agreement In principle for the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the high density polyethylene (HD-PE) busl ness. Including the HD-PE manufacturing operations of Celanese at Deer Park, Texas; and WHEREAS, the parties hereto desire that, upon such sale and assignment, Solvay (or a wholly-owned subsidiary of Solvay with Solvay's guarantee of performance) assume all of the duties and obligations of Celanese, and be substituted for Celanese, under the hereinafter described contract ; NOV, THEREFORE, In consideration of the premises, and or the agreements herein contained, Celanese, Solvay and Biles agree as fellows: 1. Effective upon, but only upon, the completion of the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the KD-PE business. Including the HD-PE manufacturing operations, of Celanese at Deer Park, Texas (the time and date of which are herein called the "Sale Date"), Solvay (or a whollyowned subsidiary of Solvay) shall be automatically substituted for Celanese as a party to the following described contract : Celanese Plastics Company Purchase Order Number 070-074-20720-1, date'd 2-2-72 for application engineering and special software services, hereinafter referred to as the contract'*. and thereafter Solvay (or a wholly-owned subsidiary of Solvay) shall have and succeed to all of the rights and privileges of Celanese thereunder, shall be obligated to observe and perform all obligations arid duties of Celanese thereunder and shall otherwise te subject to and bound by all the terms and provisions thereof to the same extent that Celanes * subject thereto and bound thereby immediately prior to 'tutlon. 1 015508  2. Upon the substitution of Solvay (or a wholly-owr.ed subsidiary of Solvay) for Celanese as provided In Section 1 above, Celanese shall have r.o further rights, privileges, obll"*gatlons or duties whatever under the contract.'jrovided however celanese shall continue to bo obligated under the confidentiality and non use provision of such contract. 3. Except as provided in Sections 1 and 2 above, the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanese as a party to the contract shall not modify or vary any tern or provision thereof or any of the rights, privi leges, obligations or duties of any party thereto. l|. This Substitution Agreement shall be and become binding and effective only when executed by all the parties hereto. 5. In the event that Solvay elects to have the purchase made by a wholly-owned subsidiary of Solvay, then each reference to "Solvay" in Sections 1 through 3 inclusive of this Substitution Agreement shall be deemed to refer to such wholly-owned subsidiary to the same extent as if each such reference to Solvay was a reference to such subsidiary, but in any such event Solvay hereby unconditionally guarantees to Biles the full and faith ful performance and observance of the contract by its wholly- owned subsidiary. IN WITNESS WHEREOF, Celanese, Solvay and Biles . have caused this Substitution Agreement to be executed In tripli cate as of the day and year first above written. ATTEST: Secretary CELANESE CORPORATION By Vice President ATTEST: Secretary SOLVAY & CIE, S(A. By_,____________ :________ Vice President ATTEST: . _ MS Secretary W. R. BILES i ASSOCIATE. Bv VO* 0 PRESIDENT 015509 I SUBSTITUTION AGREEMENT THIS AGREEf-EIlT dated as of October #, 197#, between Celanese Corporation (hereinafter referred to as "Celanese"), Solvay i Cle, S.A. (hereinafter referred to as "Solvay"), and W. R. Biles & Associates, Inc. (hereinafter referred to as "Biles'' ), '- ' WITNESSETH: WHEREAS, Celanese and Solvay have reached agreement in principle for the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the high density polyethylene (HD-PE) busi ness, including the HD-PE manufacturing operations of Celanese at Deer Park, Texas; and WHEREAS, the parties hereto desire that, upon such sale and assignment, Solvay (or a wholly-owned subsidiary of Solvay with Solvay's guarantee of performance) assume all of the duties and obligations of Celanese, and be substituted for Celanese, under the hereinafter described contract ; NOW', THEREFORE, in consideration of the premises, and of the agreements herein contained, Celanese, Solvay and Biles agree as follows: 1. Effective upon, but only upon, the completion of the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the HD-PE business, including the HD-PE manufacturing operations, of Celanese at Deer Park, Texas'(the time and date of which are herein called the "Sale Date"), Solvay (or a whollyowned subsidiary-of Solvay) shall be automatically substituted for Celanese as a party to the following described contract : _____ Celanese Plastics Company Purchase Order Number 070-07#-20720-1, date'd 2-2-72 for application engineering and special software services, hereinafter referred to as the contract", _ _____ and thereafter Solvay (or a wholly-owned subsidiary of Solvay) shall have and succeed to all of the rights and privileges of Celanese thereunder, shall be obligated to observe and perf' all obligations and duties of Celanese thereunder and otherwise be subject, to and bound by all the terms and provisions thereof to the same extent that Celanese is subject thereto and bound thereby immediately prior to such substitution. 1 015510 2. Upon the substitution of Solvay Cor a wholly-owned subsidiary of Solvay) for Celanese as provided in Section 1 above, Celanese shall have no further rights, privileges, obli gations or duties whatever under the contract s .provided however Celanese shall continue to be obligated under the confidentiality and non use provision of such contract. 3. Except as provided In Sections 1 and 2 above, the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanese as a party to the contract shall not modify or vary any tern or provision thereof or any of the rights, privi leges, obligations or duties of any party thereto. <1. This Substitution Agreement shall be and become binding and effective only when executed by all the parties hereto. 5. In the event that Solvay elects to have the purchase made by a wholly-owned subsidiary of Solvay, then each reference to "Solvay" in Sections 1 through 3 Inclusive of this Substitution Agreement shall be deemed to refer to such wholly-owned subsidiary to the sane extent as if each such reference to Solvay was a reference to such subsidiary, but in any such event Solvay hereby unconditionally guarantees to Biles the full and faith ful performance and observance of the contract by its wholly- owned subsidiary. IN WITNESS WHEREOF, Celanese, Solvay and Biles . have caused this Substitution Agreement to be executed in tripli cate as of the day and year first above written. CELANESE CORPORATION ATTEST: By__________ __________________ Vice President Secretary ATTEST: Secretary SOLVAV & CIE, S.A. By_^____________ :________ Vice President ATTEST: "itd- Secretary W. R. BILES & ASSOCIATES, INC. PRESIDENT 2 015511 * SUBSTITUTION AGREEMENT . THIS AGREEMENT dated as of October 4, 1974, between Celanese Corporation (hereinafter referred to as "Celanese"), Solvay 4 Cle, S.A. (hereinafter referred to as "Solvay"), and W. R. Biles 4 Associates, Inc. (hereinafter referred to as "Biles" ) WITNESSETH: WHEREAS, Celanese and Solvay have reached agreement In principle for the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the high density polyethylene (KD-PE) busi ness, including the HD-PS manufacturing operations of Celanese at Deer Park, Texas; and WHEREAS, the parties hereto desire that, upon such sale and assignment, Solvay (or a wholly-owned subsidiary of Solvay with Solvay's guarantee of performance) assume all of the duties and obligations of Celanese, and be substituted for Celanese, under the hereinafter described contract ; NOW-, THEREFORE, in consideration of the premises, and of the agreements herein contained, Celanese, Solvay and Biles agree as follows: 1. Effective upon, but only upon, the completion of the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the HD-PE business, including the HD-PE manufacturing operations, of Celanese at Deer Park, Texas (the time and date of which are herein called the "Sale Date"), Solvay (or a wholly-owned subsidiary of Solvay) shall be automatically substituted for Celanese as a party to the following described contract : Celanese Plastics Company Purchase Order Number 070-074-20720-1, dated 2-2-72 for application engineering and special software services, hereinafter referred to as the "contract". and thereafter Solvay (or a wholly-owned subsidiary of Solvay) shall have and succeed to all of the rights ar.d privileges of Celanese thereunder, shall be obligated to observe and perforn all obligations and duties of Celanese thereunder and shall otherwise be subject to ar.d bound by all the terms and provisions thereof to the same extent that Celanese is subject thereto and bound thereby immediately prior to such substitution. 015512 t 2. Upon the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanese as provided In Section 1 above, Celanese shall have no further rights, privileges, obli gations or duties whatever under the contract; provided however Celanese shell continue to be obligated under the confidentiality and non use provision of such contract. 3. Except as provided In Sections 1 and 2 above, the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanese as a party to the contract shall not modify or vary any tern or provision thereof or any of the rights, privi leges, obligations or duties of any party, thereto. 4. This Substitution Agreement shall be and become binding and effective only when executed by all the parties hereto. 5. In the event that Solvay elects to have the purchase made by a wholly-owned subsidiary of Solvay, then each reference to "Solvay" in Sections 1 through 3 Inclusive of this Substitution Agreement shall be deemed to refer to such wholly-owned subsidiary to the sane extent as If each such reference to Solvay was a reference to such subsidiary, but in any such event Solvay hereby unconditionally guarantees to Biles the full and faith ful performance and observance of the contract by Its wholly- owned subsidiary. IN WITNESS WHEREOF, Celanese, Solvay and Biles . have caused this Substitution Agreement to be executed In tripli cate as of the day and year first above written. CELANESE CORPORATION ATTEST: By Vice President Secretary ATTEST: Secretary SOLVAY & CIE, S.A. By______________ ;________ Vice President ATTEST: Secretary W. R. BILES & ASSOCIATED. INC. PRESIDENT 2 015513 SUBSTITUTION AGREEMENT THIS AGREEMENT dated as of October *1, 1974, between Cclanese Corporation (hereinafter referred to as "Celanese"), Salvay t Cle, S.A. (hereinafter referred to as "Solvay"), and Texas Alkyls, Inc. (hereinafter referred to a3 "Texas Alkyls" ) WITNESSETH: WHEREAS, Celanese and Solvay have reached agreement in principle for the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the high density polyethylene (HD-PE) busi ness, including the HD-PE manufacturing operations of Celanese at Deer Park, Texas; and WHEREAS, the parties hereto desire that, upon such sale and assignment, Solvay (or a wholly-owned subsidiary of Solvay with Solvay's guarantee of performance) assume all of the duties and obligations of Celanese, and be substituted for Celanese, under the hereinafter described contracts ; NOW, THEREFORE, in consideration of the premises, and of the agreements herein contained, Celanese, Solvay and Texas Alkyls agree as follows: 1. Effective upon, but only upon, the completion of the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the HD-PE business, including the HD-PE manufacturing operations, of Celanese at Deer Park, Texas (the time and date of which are herein called the "Sale Date"), Solvay (or a whollyowned subsidiary of Solvay) shall be automatically substituted for Celanese as a party to the following described contracts : (a) That certain license agreement between .Celanese Plastics Company, a division of Celanese Corporation, and Texas Alkyls, Inc., dated May 25, 1959, for pipeline use and water purposes; (b) That certain nitrogen pipeline agreement between Celanese Plastics Company, a division of Celanese Corporation, and Texas Alkyls, Inc. dated July 22, 1963, as amended; (e) That certain hydrogen pipeline agree ment between Celanese Plastics Company, a division of Celanese Corporation, and Texas Alkyls, Inc. dated May 19, 1970; and . (d) That certain diethyl aluminum ethoxide purchase order contract No. 070-074-10-4, between Celanese Plastics Company, a division of Celanese Corporation, and Texas Alkyls, Inc. dated August 27, 1974; and thereafter Solvay (or a wholly-owned subsidiary of Solvay) shall have and succeed to all of the rights and privileges of Celanese thereunder, shall be obligated to observe and perform all obligations and duties of Celanese thereunder a-' 11 otherwise be subject to and bound by all the te^ . . 'sions thereof to the same extent that Celanese is subject thereto and bound thereby immediately prior to such substitution. 1 015514 2. Upon the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanese as provided In Section 1 above, Celanese shall have no further rights, privileges, obli gations or duties whatever under the contracts. 3. Except as provided In Sections 1 and 2 above, the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanese as a party to the contracts shall not modify or vary any term or provision thereof or any of the rights, privi leges, obligations or duties of any party thereto. *. This Substitution Agreement shall be and become binding and effective only when executed by all the parties hereto. 5. In the event that Solvay elects to have the purchase made by a wholly-owned subsidiary of Solvay, then each reference to "Solvay" In Sections 1 through 3 Inclusive of this Substitution Agreement shall be deemed to refer to such wholly-owned subsidiary to the same extent as if each such reference to Solvay was a reference to such subsidiary, but In any such event Solvay hereby unconditionally guarantees to Texas Alkyls the full and faith ful performance and observance of the contracts by its whollyowned subsidiary. IN`WITNESS WHEREOF, Celanese, Solvay and Texas Alkyls have caused this Substitution Agreement to be executed in tripli cate as of the day and year first above written. CELANESE CORPORATION ATTEST: By Vice President Secretary ATTEST: Secretary SOLVAT i CIE, S.A. By_______________________ Vice President ATTEST: Secretary 2 015515 SUBSTITUTION AGREEMENT -* THIS AGREEMENT dated as of October 4, 1974, between Celanes* Corporation (hereinafter referred to aa ''Celanese"), Solvay 4 Cle, S.A. (hereinafter referred to aa "Solvay"), and Texas Alkyls, Inc. (hereinafter referred to aa "Texas Altyls" ) WITNESSETH: _ WHEREAS, Celaneae and Solvay have reached agreement In principle for the sale by Celaneae to Solvay (or a wholly-owned subsidiary of Solvay) of the high density polyethylene (HD-PE) busi ness, Including the HD-PE manufacturing operations of Celaneae at Deer Park, Texas; and WHEREAS, the parties hereto desire that, upon such sale and assignment, Solvay (or a wholly-owned subsidiary of Solvay with Solvay's guarantee of performance) assume all of the duties and obligations of Celanese, and be substituted for Celanese, under the hereinafter described contracts ; NOW, THEREFORE, In consideration of the premises, and of the agreements herein contained, Celanese, Solvay and Texas Alkyls agree as follows: 1. Effective upon, but only upon, the completion of the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the HD-PE business, Including the HD-PE manufacturing operations, of Celanese at Deer Park, Texas (the time and date of which are herein called the "Sale Date"), Solvay (or a whollyowned subsidiary of Solvay) shall be automatically substituted for Celanese as a party to the following described contracts : .(a) That certain license agreement between .Celanese Plastics Company, a division of Celanese Corporation, and Texas Alkyls, Inc., dated May 25, 1959, for pipeline use and water purposes; (b) That certain nitrogen pipeline agreement between Celanese Plastics Company, a division of Celanese Corporation, and Texas Alkyls, Inc. dated July 22, 1963, as amended; (c) That certain hydrogen pipeline agree ment between Celanese Plastics Company, a division of Celanese Corporation, and Texas Alkyls, Inc. dated May 19, 19/0; and (d) That certain diethyl aluminum ethoxlde purchase order contract No. 070-074-10-4, between Celanese Plastics Company, a division of Celanese Corporation, and Texas Alkyls, Inc. dated August 27, 1974; and thereafter Solvay (or a wholly-owned subsidiary of Solvay) shall have and succeed to all of the rights and privileges of Celanese thereunder, shall be obligated to observe and perform all obligations and duties of Celanese thereunder and shall otherwise be subject to and bound by all the terms and provisions thereof to the same extent that Celanese is subject thereto and bound thereby immediately prior to such substitution. 1 015516 2. Upon the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanese as provided In Section 1 above, Celanese shall have no further rights, privileges, obli gations or duties whatever under the contracts . 3. Except as provided .In Sections 1 and 2 above, the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celar.ese as a party to the contracts shall not modify or vary any term or provision thereof or any of the rights, privi leges, obligations or duties of any party thereto. 4. This Substitution Agreement shall be and become binding and effective only when executed by all the parties hereto. 5. In the event that Solvay elects to have the purchase made by a wholly-owned subsidiary of Solvay, then each reference to "Solvay" in Sections 1 through 3 inclusive of this Substitution Agreement shall be deemed to refer to such wholly-owned subsidiary to the sane extent as If each such reference to Solvay was a reference to such subsidiary, but in any such event Solvay hereby unconditionally guarantees to Texas Alkyls the full and faith ful performance and observance of the contracts by its whollyowned subsidiary. IN WITNESS WHEREOF, Celanese, Solvay and Texas Alkyls have caused this Substitution Agreement to be executed in tripli cate as of the day and year first above written. CELANESE CORPORATION ATTEST: By______________________ Vice President Secretary ATTEST: Secretary SOLVAY t CIE, S.A. By^_____________________ Vice President ATTEST: ar-tts <ovr- Secretary 2 015517 SUBSTITUTION AGREEMENT THIS AGREEMENT dated as of October H, 197*1, between Celanese Corporation (hereinafter referred to as "Celanese"), Solvay 4 Cie, S.A. (hereinafter referred to as "Solvay"), and Texas Alkyls, Inc. (hereinafter referred to as "Texas Alkyls" ) WITNESSETH: WHEREAS, Celanese and Solvay have reached agreement in principle for the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the high density polyethylene (HD-PE) busi ness, Including the HD-PE manufacturing operations of Celanese at Deer Park, Texas; and WHEREAS, the parties hereto desire that, upon such sale and assignment, Solvay (or a wholly-owned subsidiary of Solvay with Solvay1s guarantee of performance) assume all of the duties and obligations of Celanese, and be substituted for Celanese, under the hereinafter described contracts ; NOW, THEREFORE, In consideration of the premises, and of the agreements herein contained, Celanese, Solvay and Texas Alkyls agree as follows: 1. Effective upon, but only upon, the completion of the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the HD-PE business. Including the HD-PE manufacturing operations, of Celanese at Deer Park, Texas (the time and date of which are herein called the "Sale Date"), Solvay (or a whollyowned subsidiary of Solvay) shall be automatically substituted for Celanese as a party to the following described contracts : (a) That certain license agreement between .Celanese Plastics Company, a division of Celanese Corporation, and Texas Alkyls, Inc., dated May 25, 1959, for pipeline use and water purposes; (b) That certain nitrogen pipeline agreement between Celanese Plastics Company, a division of Celanese Corporation, and Texas Alkyls, Inc. dated July 22, 1963, as amended; (c) That certain hydrogen pipeline agree ment between Celanese Plastics Company, a division of Celanese Corporation, and Texas Alkyls, Inc. dated May 19, 1970; and (d) That certain diethyl aluminum ethoxlde purchase order contract No. oio-OT^-lO-1:, between Celanese Plastics Company, a division of Celanese Corporation, and Texas Alkyls, Inc. dated August 27, 197^; and thereafter Solvay (or a wholly-owned subsidiary of Solvay) shall have and succeed to all of the rights and privileges of Celanese thereunder, shall bo obligated to observe and perform all obligations and duties of Celanese thereunder and shall otherwise be subject to and bound by all the terms and previsions thero^c to the same extent that Celanese is subject thereto and bound thereby immediately prior to such substitution. 1 015518 I 2. Upon the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanese as provided In Section 1 above, Celanese shall have no further rlchts, privileges, obli gations or duties whatever under the contracts. 3. Except as provided in Sections 1 and 2 above, the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanese as a party to the contracts shall not modify or vary any term or provision thereof or any of the rights, privi leges, obligations or duties of any party thereto. t, This Substitution Agreement shall be and become binding and effective only when executed by all the parties hereto. 5. In the event that Solvay elects to have the purchase made by a wholly-owned subsidiary of Solvay, then each reference to "Solvay" in Sections 1 through 3 inclusive of this Substitution Agreement shall be deemed to refer to such wholly-owned subsidiary to the same extent as if each such reference to Solvay was a reference to such subsidiary, but In any such event Solvay hereby unconditionally guarantees to Texas Alkyls the full and faith ful performance and observance of the contracts by its whollyowned subsidiary. IN WITNESS WHEREOF, Celanese, Solvay and Texas Alkyls have caused this Substitution Agreement to be executed in tripli cate as of the day and year first above written. CELANESE CORPORATION ATTEST: By______________________ Vice President Secretary ATTEST: ........................ Secretary SOLVAY i CIE, S.A. By_______________________ Vice President ATTEST: A+jf, Secretary TEXAS ALKYLS, INC. By 2 015519 PHILLIPS PETROLEUM COMPANY BARTLESVILLE. OKLAHOMA 74004 91a 801-8800 CHEMICALS GROUP RrodMflucl *nd Supolv 0>von October 16, 1974 Substitution Agreement JHB-162-74 t Mr. L. E. Sage Celanese Plastics Company Box 1000 Deer Park, Texas 77536 Dear Mr. Sages Enclosed are three fully executed copies of the Substitution Agreement. The agreement is to become effective "upon, but only upon, the completion of the sale by Celanese to Solvay" but the agreement is not clear as to whether Celanese or Solvay is obligated to pay Phillips for product delivered up to the effective date. I assume that Celanese will remain liable for these payments and therefore you will note the modification at the end of paragraph 2 at the top of page 2. JHB'.bak Sicl. 015520 SUBSTITUTION AGREEMENT t THIS AGREEMENT dated as of October 4, 1974, between Celane3e Corporation (hereinafter referred to as "Celanese"), Solvay & Cie, S.A. (hereinafter referred to as "Solvay"), and Phillips Petroleum Company (hereinafter referred to as"Phillips" 5, WITNESSETH: WHEREAS, Celanese and Solvay have reached agreement in principle for the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the high density polyethylene (HD-PE) busi ness, including the HD-PE manufacturing operations of Celanese at Deer Park, Texas; and WHEREAS, the parties hereto desire that, upon such sale and assignment, Solvay (or a wholly-owned subsidiary of Solvay with Solvay's guarantee of performance) assume all of the duties and obligations of Celanese, and be substituted for Celanese, under the hereinafter described contracts ; NOW, THEREFORE, in consideration of the premises, and of the agreements herein contained, Celanese, Solvay and Phillips agree as follows: 1. Effective upon, but only upon, the completion of the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the HD-PE business, including the HD-PE manufacturing operations, of Celanese at Deer Park, Texas (the time and date of which are herein called the "Sale Date"), Solvay (or a whollyowned, subsidiary of Solvay) shall be automatically substituted for Celanese as a party to the following described contracts: (a) That certain Celanese Plastics Company Purchase Order Contract No. 070-074-64-4, for com mercial grade N-pentane, to Phillips Petroleum Company dated December 26, 1973, as supplemented by supplements dated January 23, 1974, February 25, 1974, and. April 4, 1974; (b) That certain Celanese Plastics Company Purchase Order Contract No. 070-074-82-4, for iso butane, with Phillips Petroleum Company dated December 26, 1973, as supplemented January 24, 1974; and (c) That certain Sales Agreement between Celanese Plastics Company, a division of Celanese Corporation, and Phillips Petroleum Company, dated July 15, 1974, for purchase of cyclohexane; and thereafter Solvay (or a wholly-owned subsidiary of Solvay) shall have and succeed to all of the rights and privileges of Celanese thereunder, shall be obligated to observe and perform all obligations and duties of Celanese thereunder and shall otherwise be subject to ' -d by all the terms and provisions thereof to the sane ^lanese is cutjcct thereto and bound thereby immediately prior to such substitution. 1 015521 , . 2. Upon the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanoce as provided In Section 1 above, Celanese shall have no further rights, privileges, obli gations or duties whatever under the contracts. Co# US2ST below clputuree* 3. Except as provided in Sections 1 and 2 above, the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanese as a party to the contracts shall not modify or vary any term or provision thereof or any of the rights, privi leges, obligations or duties of any party thereto. 4. This Substitution Agreement shall be and become binding and effective only when executed by all the parties hereto. 5. In the event that Solvay elects to have the purchase made by a wholly-owned subsidiary of Solvay, then each reference to "Solvay" In Sections 1 through 3 Inclusive of this Substitution Agreement shall be deemed to refer to such wholly-owned subsidiary to the same extent as if each such reference to Solvay was a reference to such subsidiary, but In any such event Solvay hereby unconditionally guarantees to Phillips the full and faith ful performance and observance of the contracts by its wholly- owned subsidiary. IN WITNESS WHEREOP, Celanese, Solvay and Phillips have caused this Substitution Agreement to be executed in tripli cate as of the day and year first above written. CELANESE CORPORATION ATTEST: Secretary By______________________ Vice President I ATTEST: Secretary SOLVAY & CIE, S.A. By '____________ _________ Vice President PHILLIPS PETROLEUM COMPANY By Marketing Manager -"| provided, however, Coleuses shall remain liable to Phillips for payment of any mas due or to bcecme due for product delivered by Phillips to Celanese under the chavs described contracts prior to tbs tine of this substitution Agreement becomes effective*" 2 015522 SUBSTITUTION AGREEMENT THIS AGREEMENT dated as of October 4, 1974, between Celanese Corporation (hereinafter referred to as "Celanese"), Solvay t Cle, S.A. (hereinafter referred to as "Solvay"), and Phillips Petroleum Company (hereinafter referred to as"Phillips" 5, WITNESSETH: WHEREAS, Celanese and Solvay have reached agreement In principle for the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the high density polyethylene (HD-PE) busi ness, Including the HC-PE manufacturing operations of Celanese at Deer Park, Texas; and WHEREAS, the parties hereto desire that, upon such sale and assignment, Solvay (or a wholly-owned subsidiary of Solvay with Solvay's guarantee of performance) assume all of the duties and obligations of Celanese, and be substituted for Celanese, under the hereinafter described contracts ; NOW, THEREFORE, in consideration of the premises, and of the agreements herein contained, Celanese, Solvay and Phillips agree as follows: 1. Effective upon, but only upon, the completion of the ale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the HD-PE business, including the KD-PE manufacturing operations, of Celanese at Deer Park, Texas (the time and date of which are herein called the "Sale Date"), Solvay (or a whollyowned subsidiary of Solvay) shall be automatically substituted for Celanese as a party to the following described contracts; (a) That certain Celanese Plastics Company Purchase Order Contract No. 070-074-64-4, for com mercial grade N-pentane, to Phillips Petroleum Company dated December 26, 1973, as supplemented by supplements dated January 23, 1974, February 25, 1974, and April 4, 1974; (b) That certain Celanese Plastics Company Purchase Order Contract No. 070-074-82-4, for Iso butane, with Phillips Petroleum Company dated December 26, 1973, as supplemented January 24, 1974; and (c) That certain Sales Agreement between Celanese Plastics Company, a division of Celanese Corporation, and Phillips Petroleum Company, dated July 15, 1974, for purchase of cyclohexane; and thereafter Solvay (or a wholly-owned subsidiary of Solvay) hall have and succeed to all of the rights and privileges of Celihetc thereunder, shall be obligated to observe and perform All Obligations and duties of Celanese thereunder and shall Otherwise be subject to and bound by all th<" - and provisions thereof to the sar.e extent that Celanes - . V. thereto bound thereby Immediately prior to such substitution. 1 015523 2. Upon the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celaneso as provided in Section 1 above, Celanese shall have no further rights, privileges, obli gations or duties whatever under the contracts. *See INSIRT below signatures* 3. Except as provided In Sections 1 and 2 above, the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanese as a party to the contracts shall not modify or vary any term or provision thereof or any of the rights, privi leges, obligations or duties of any party thereto. 4. This Substitution Agreement shall be and become binding and effective only when executed by all the parties hereto. 5. In the event that Solvay elects to have the purchase made by a wholly-owned subsidiary of Solvay, then each reference to "Solvay" In Sections 1 through 3 inclusive of this Substitution Agreement shall be deemed to refer to such wholly-owned subsidiary to the same extent as If each such reference to Solvay was a reference to such subsidiary, but in any such event Solvay hereby unconditionally guarantees to Phillips the full and faith ful performance and observance of the contracts by Its wholly- owned subsidiary. IN WITNESS WHEREOF, Celanese, Solvay and Phillips have caused this Substitution Agreement to be executed in tripli cate as of the day and year first above written. ATTEST: CELANESE CORPORATION By Vice President Secretary ATTEST: SOLVAY & CIE, S.A. By_______________________ Vice President PHILLIPS PETROLEUM COMPANY By i)/) Marketing Manager provided, however, Celanese shall remain liable to Phillips for payment of any sums due or to become due for product delivered by Phillips to Celanese under the above described contracts prior to the time of this substitution Agreement becomes effective." 015524 SUBSTITUTION AGREEMENT THIS AGREEMENT dated as of October 4, 1974, between Celanese Corporation (hereinafter referred to as "Celanese"), Solvay 4 Cie, S.A. (hereinafter referred to as "Solvay"), and Phillips Petroleum Company (hereinafter referred to as "Phillips" ), WITNESSETH: WHEREAS, Celanese and Solvay have reached agreement In principle for the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the high density polyethylene (HD-PE) busi ness, Including the KD-PE manufacturing operations of Celanese at Deer Park, Texas; and WHEREAS, the parties hereto desire that, upon such sale and assignment, Solvay (or a wholly-owned subsidiary of Solvay with Solvay's guarantee of performance) assume all of the duties and obligations of Celanese, and be substituted for Celanese, under the hereinafter described contracts ; NOW, THEREFORE, in consideration of the premises, and of the agreements herein contained, Celanese, Solvay and Phillips agree as follows: 1. Effective upon, but only upon, the completion of the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the HD-PE business, including the HD-PE manufacturing operations, of Celanese at Deer Park, Texas (the time and date of which are herein called the "Sale Date"), Solvay (or a whollyowned subsidiary of Solvay) shall be automatically substituted for Celanese as a party to the following described contracts; (a) That certain Celanese Plastics Company Purchase Order Contract No. 070-074-6*1-4, for com mercial grade N-pentane, to Phillips Petroleum Company .dated December 26, 1973, as supplemented by supplement* dated January 23, 1974, February 25,. 197*, and April 4, 1974; (b) That certain Celanese Plastics Company Purchase Order Contract No. 070-074-82-4, for iso butane, with Phillips Petroleum Company dated December 26, 1973, as supplemented January 24, 1974; and (c) That certain Sales Agreement between Celanese Plastics Company, a division of Celanese Corporation, and Phillips Petroleum Company, dated July 15, 1974, for purchase of cyclohexane; and thereafter Solvay (or a wholly-owned subsidiary of Solvay) shall have and succeed to all of the rights and privileges of Celanese thereunder, shall be obligated to observe and perform all obligations and duties of Celanese thereunder and shall otherwise be subject to and bound by all the terms and provis* thereof to the sane extent that Celanese is subject thereto bound thereby immediately prior to such substitution. 015525 2. Upon the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanese as provided In Section 1 above, Celanese shall have no further rights, privileges, obli gations or duties whatever under the contracts. UC3T beio* cloBturoc* 3. Except as provided In Sections 1 and 2 above, the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanese as a party to the contracts shall not modify or vary any term or provision thereof or any of the rights, privi leges, obligations or duties o.^ny party thereto. 4. This Substitution Agreement shall be and become binding and effective only when executed by all the parties hereto. 5. In the event that Solvay elects to have the purchase made by a wholly-owned subsidiary of Solvay, then each reference to "Solvay" In Sections 1 through 3 Inclusive of.this Substitution Agreement shall be deemed to refer to such wholly-owned subsidiary to the same extent as If each such reference to Solvay was a reference to such subsidiary, but In any such event Solvay hereby unconditionally guarantees to Phillips the full and faith ful performance and observance of the contracts by its wholly- owned subsidiary. IN WITNESS WHEREOF, Celanese, Solvay and Phillips have caused this Substitution Agreement to be executed In tripli cate as of the day and year first above written. CELANESE CORPORATION ATTEST: By______________________ Vice President Secretary AttESTT- SOLVAY l CIE, S.A. By _____________________ Vice President I r PHILLIPS PETROLEUM COMPANY By. Marketing Manager 1 provided, however, Celenace shall retain liable to Fbllllno for pament of any sues duo or to becaao duo for product dollvcred by iHiHra to Cclanceo under the cLovo deccrlbod contract* prior to the ties of tile substitution Agreement bocoooe effective." 015526 (Till *13-4370 P. O. HI 1112* HOUSTON. TEXAS 77027 October 16, 1974 Celanese Plastics Company Box 1000 Deer Park, Texas 77536 Attention: L. E. Emge Plant Manager Reference: Maintenance Contract Between Celanese Plastics Company and San Jacinto Maintenance, Inc., Dated July 1, 1070 as amended Gentlemen: Enclosed is executed agreement providing for the substitution of Solvay for Celanese under the above referenced Contract. Very truly yours JSM:BH Enclosure Joe S. Mundy President 015527 i I SUBSTITUTION AGREEMENT THIS AGREEMENT dated as of October *, 197H, between Celanese Corporation (hereinafter referred to as "Celanese"), Solvay i Cle, S.A. (hereinafter referred to as "Solvay"), and San Jacinto Maintenance, Inc. (hereinafter referred to as "San Jacinto" ), WITNESSETH: WHEREAS, Celanese and Solvay have reached agreement in principle for the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the high density polyethylene (HD-PE) busi ness, Including the HD-PE manufacturing operations of Celanese at Deer Park, Texas; and WHEREAS, the parties hereto desire that, upon such sale and assignment, Solvay (or a wholly-owr.ed subsidiary of Solvay with Solvay's guarantee of performance) assume all of the duties and obligations of Celanese, and be substituted for Celanese, under the hereinafter described contract ; NOW, THEREFORE, in consideration of the premises, and of the agreements herein contained, Celanese, Solvay and San Jacinto agree as follows: 1. Effective upon, but only upon, the completion of the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the HD-PE business, including the HD-PE manufacturing operations, of Celanese at Deer Park, Texas (the time and date of which are herein called the "Sale Date"), Solvay (or a whollyowned subsidiary of Solvay) shall be automatically substituted for Celanese as a party to the following described contract : That certain maintenance contract bet ween Celanese Plastics Company, a division of Celanese Corporation, and San Jacinto Maintenance Inc., dated July 1, 1970, as amended and thereafter Solvay (or a wholly-owned subsidiary of Solvay) shall have and succeed to all of the rights and privileges of Celanese thereunder, shall be obligated to observe and perform obligations and duties of Celanese thereunder and shall vise be subject to and bound by all the terms and provisions Vi-.o.'tui' to the same extent that Celanese is subject thereto and bound thereby immediately prior to such substitution.. 1 015528 2. Upon the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanese as provided in Section 1 above, Celanese shall have no further rights, privileges, obligations or duties whatever under the contract. 3. Except as provided in Sections 1 and 2 above, the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanese as a party to the contract shall not modify or vary any term or provision thereof or any of the rights, privileges, obligations or duties of any party thereto. 4. This Substitution Agreement shall be and become binding and effective only when executed by all the parties hereto. 5. In the event that Solvay elects to have the purchase made by a wholly-owned subsidiary of Solvay, then each reference to "Solvay" in Sections 1 through 3 inclusive of this Substitution Agreement shall be deemed to refer to such wholly-owned subsidiary to the same extent as if each such reference to Solvay was a reference to such subsidiary, but in any such event Solvay hereby unconditionally guarantees to San Jacinto the full and faithful performance and observance of the contract by its wholly-owned subsidiary. In connection with the foregoing, Solvay hereby waives notice to it of any default in, breach or non-performance of, any terms of said contract by such subsidiary, and further Solvay agrees that any of the terms and provisions of said contract may be altered, deleted or added to in any manner by agreement between such subsidiary and San Jacinto all without notice to, or the consent of, Solvay, without in any way affecting or releasing Solvay's obligations under the aforesaid guaranty. IN WITNESS WHEREOF, Celanese, Solvay and San Jacinto have caused this Substitution Agreement to be executed in triplicate as of the day and year first above written. CELANESE CORPORATION ATTEST: By_______________________ Vice President Secretary SOLVAY & CIE, S. A. ATTEST: By_________________ Vice President Secretary ATTEST: V/ . / // OdaX- Secretary SAN JACINTO MAINTENANCE, INC. Byy2fL \ 015529 SUBSTITUTION AGREEMENT THIS AGREEMENT dated as of October ft, 197ft, between Celanesc Corporation (hereinafter referred to as "Celanese"), Solvay l Cle, S.A. (hereinafter referred to as "Solvay'*), and San Jacinto Maintenance, Inc. (hereinafter referred to as "San Jacinto" ), WITNESSETH: WHEREAS, Celanese and Solvay have reached agreement In principle for the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the high density polyethylene (HD-PE) busi ness, Including the HD-PE manufacturing operations of Celanese at Deer Park, Texas; and WHEREAS, the parties hereto desire that, upon such sale and assignment, Solvay (or a wholly-owned subsidiary of Solvay with Solvay's guarantee of performance) assume all of the duties and obligations of Celanese, and be substituted for Celanese, under the hereinafter described contract ; NOW, THEREFORE, In consideration of the premises, and of the agreements herein contained, Celanese, Solvay and San Jacinto agree as follows: 1. Effective upon, but only upon, the completion of the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the HD-PE business, including the HD-PE manufacturing operations, of Celanese at Deer Park, Texas (the time and date of which are herein called the "Sale Date"), Solvay (or a whollyowned subsidiary of Solvay) shall be automatically substituted for Celanese as a party to the following described contract : That certain maintenance contract bet ween Celanese Plastics Company, a division of Celanese Corporation, and San Jacinto Maintenance Inc., dated July 1, 1970, as amended and thereafter Solvay (or a wholly-owned subsidiary of Solvay) shall have and succeed to all of the rights and privileges of Celanese thereunder, shall bo obligated to observe and perform all obligations and duties of Celanese thereunder and shall otherwise be sub* ind bound by all the terms and provisions thereof to that Cela.Is subject thereto and bound thereby immediately prior to such substitution. 1 015530 2. Upon the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanese as provided in Section 1 above, Celanese shall have no further rights, privileges, obligations or duties whatever under the contract. 3. Except as provided in Sections 1 and 2 above, the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanese as a party to the contract shall not modify or vary any term or provision thereof or any of the rights, privileges, obligations or duties of any party thereto. 4. This Substitution Agreement shall be and become binding and effective only when executed by all the parties hereto. 5. In the event that Solvay elects to have the purchase made by a wholly-owned subsidiary of Solvay, then each reference to "Solvay1' in Sections 1 through 3 inclusive of this Substitution Agreement shall be deemed to refer to such wholly-owned subsidiary to the same extent as if each such reference to Solvay was a reference to such subsidiary, but in any such event Solvay hereby unconditionally guarantees to San Jacinto the full and faithful performance and observance of the contract by its wholly-owned subsidiary. In connection with the foregoing, Solvay hereby waives notice to it of any default in, breach or non-performance of, any terms of said contract by such subsidiary, and further Solvay agrees that any of the terms and provisions of said contract may be altered, deleted or added to in any manner by agreement between such subsidiary and San Jacinto all without notice to, or the consent of, Solvay, without in any way affecting or releasing Solvay's obligations under the aforesaid guaranty. IN WITNESS WHEREOF, Celanese, Solvay and San Jacinto have caused this Substitution Agreement to be executed in triplicate as of the day and year first above written. CELANESE CORPORATION ATTEST: By_______________________ Vice President Secretary SOLVAY & CIE, S. A. ATTEST: By_________________ Vice President Secretary SAN JACINTO MAINTENANCE, IN?. ` vT/By. <2=L. 015531 SUBSTITUTION AGREEMENT THIS AGREEMENT dated as of October 197*, between Celanese Corporation (hereinafter referred to as "Celanese"), Solvay i Cle, S.A. (hereinafter referred to as "Solvay"), and San Jacinto Maintenance, Inc. (hereinafter referred to as "San Jacinto" ), WITNESSETH: WHEREAS, Celanese and Solvay have reached agreement In principle for the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the high density polyethylene (HD-PE) busi ness, Including the HD-PE manufacturing operations of Celanese at Deer Park, Texas; and WHEREAS, the parties hereto desire that, upon such sale and assignment, Solvay (or a wholly-owr.ed subsidiary of Solvay with Solvay's guarantee of performance) assume all of the duties and obligations of Celanese, and be substituted for Celanese, under the hereinafter described contract ; NOW, THEREFORE, In consideration of the premises, and of the agreements herein contained, Celanese, Solvay and San Jacinto agree as follows: 1. Effective upon, but only upon, the completion of the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the HD-PE business. Including the HD-PE manufacturing operations, of Celanese at Deer Park, Texas (the time and date of which are herein called the "Sale Date"), Solvay (or a whollyowned subsidiary of Solvay) shall be automatically substituted for Celanese as a party to the following described contract : That certain maintenance contract bet ween Celanese Plastics Company, a division of Celanese Corporation, and San Jacinto Maintenance Inc., dated July 1, 1970, as amended and thereafter Solvay (or a wholly-owned subsidiary of Solvay) shall have and succeed to all of the rights and privileges of Celanese thereunder, shall bo obligated to observe and perform all obligations and duties of Celanese thereunder and shall otherwise be subject to and bound by a1 ' '`e terms and provisions thereof to the same extent that Ce1 .. . -ubject thereto and bound thereby Immediately prior to such substitution. 015532 2. 'Upon the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanese as provided in Section 1 above, Celanese shall have no further rights, privileges, obligations or duties whatever under the contract. 3. Except as provided in Sections 1 and 2 above, the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanese as a party to the contract shall not modify or vary any term or provision thereof or any of the rights, privileges, obligations or duties of any party thereto. 4. This Substitution Agreement shall be and become binding and effective only when executed by all the parties hereto. 5. In the event that Solvay elects to have the purchase made by a wholly-owned subsidiary of Solvay, then each reference to "Solvay" in Sections 1 through 3 Inclusive of this Substitution Agreement shall be deemed to refer to such wholly-owned subsidiary to the same extent as If each such reference to Solvay was a reference to such subsidiary, hut In any such event Solvay hereby unconditionally guarantees to San Jacinto the full and faithful performance and observance of the contract by Its wholly-owned subsidiary . In connection with the foregoing, Solvay hereby waives notice to It of any default in, breach or non-performance of, any terms of said contract by such subsidiary, and further Solvay agrees that any of the terms and provisions of said contract may be altered, deleted or added to In any manner by agreement between such subsidiary and San Jacinto all without notice to, or the consent of, Solvay, without In any way affecting or releasing Solvay's obligations under the aforesaid guaranty. IN WITNESS WHEREOF, Celanese, Solvay and San Jacinto have caused this Substitution Agreement to be executed In triplicate as of the day and year first above written. CELANESE CORPORATION ATTEST: By_______________________ Vice President Secretary SOLVAY & CIE, S. A. ATTEST: By_________________ >. Vice President Secretary SAN JACINTO MAINTENANCE, INC. 015533 ( 'caiJgon SUMIOIAHT OF MCRCK 4 CO..INC. WATf* MANAGEMENT OIVISION CAICON CORPORATION 3925-0 DACOMA HOUSTON, TEXAS 7701S (713) M1-S42S October 22, 1974 I Celanese Plastics Company P. 0. Box 1000 Deer Park, Texas 77536 Attention: Mr. L. E. Emge Plant Manager Subject: Contract Between Celanese Corporation and Calgon Corporation (formerly Hall Laboratories) Dated January 2, 1957, for Boiler Water Continuing Service Gentlemen: As requested in Mr. Emge's letter of October 4, 1974, attached are executed copies of the agreement providing for the substitution of Solvay for Celanese. When these documents are completely executed, we would request that three signed copies be returned to us. Calgon looks forward to serving you in the future as we have in the past. Very truly yours, CALGON CORPORATION WEP/dj Att. W. W. PFEIB^EI District Manager Water Management -Division HALL LABORATORIES 015534 SUBSTITUTION AGREEMENT THIS AGREEMENT dated as of October 4, 1974, between Celanese Corporation (hereinafter referred to as "Celanese"), Solvay i Cie, S.A. (hereinafter referred to as "Solvay"), and Calgon Corporation (hereinafter referred to as "Calgon" ), WITNESSETH: WHEREAS, Celanese and Solvay have reached agreement In principle for the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the high density polyethylene (HD-PE) busi ness, Including the HD-PE manufacturing operations of Celanese at Deer Park, Texas; and WHEREAS, the parties hereto desire that, upon such sale and assignment, Solvay (or a wholly-owned subsidiary of Solvay with Solvay's guarantee of performance) assume all of the duties and obligations of Celanese, and be substituted for Celanese, under the hereinafter described contract ; NOW, THEREFORE, In consideration of the premises, and of the agreements herein contained, Celanese, Solvay and Calgon agree as follows: 1. Effective upon, but only upon, the completion of the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the HD-PE business. Including the HD-PE manufacturing operations, of Celanese at Deer Park, Texas (the time and date of which are herein called the "Sale Date"), Solvay (or a whollyowned subsidiary of Solvay) shall be automatically substituted for Celanese as a party to the following described contract : . That certain contract between Celanese Corporation and Calgon Corporation (formerly Hall Laboratories) dated January 2, 1957, /or boiler-water containing service and thereafter Solvay (or a wholly-owned subsidiary of Solvay) shall have and succeed to all of the rights and privileges of Celanese thereunder, shall be obligated to observe and perform all obligations and duties of Celanese thereunder and shall otherwise be subject to and bound by all the terms and provisions thereof to the same extent that Celanese is subject thereto and bound thereby Immediately prior to such substitution. 1 015535 2. Upon the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celaneso as provided In Section 1 above, Celanese shall have no further rights, privileges, obli gations or duties whatever under the contract . 3. Except as provided In Sections 1 and 2 above, the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanese as a party to the contract shall not modify or vary any term or provision thereof or any of the rights, privi leges, obligations or duties of any party thereto. 4. This Substitution Agreement shall be and become binding and effective only when executed by all the parties hereto. 5. In the event that Solvay elects to have the purchase made by a wholly-owned subsidiary of Solvay, the;n each reference to "Solvay" In Sections 1 through 3 Inclusive of this Substitution Agreement shall be deemed to refer to such wholly-owned subsidiary to the same extent as if each such reference to Solvay was a reference to such subsidiary, but In any such event Solvay hereby unconditionally guarantees to Calgon the full and faith ful performance and observance of the contract by Its wholly- owned subsidiary. IN WITNESS WHEREOF, Celanese, Solvay and Calgon have caused this Substitution Agreement to be executed in tripli cate as of the day and year first above written. CELANESE CORPORATION ATTEST: By_______________________ Vice President Secretary ATTEST: Secretary SOLVAY A CIE, S.A. By _____________________ Vice President ATTEST: / Secretary CALGON CORPORATION b M.tt.j&Ut 015536 SUBSTITUTION AGREEMENT THIS AGREEMENT dated as of October 4, 197<, between Celanese Corporation (hereinafter referred to as "Celanese"), Solvay i Cle, S.A. (hereinafter referred to as "Solvay")* and Calgon Corporation (hereinafter referred to as "Calgon" ), WITNESSETH: WHEREAS, Celanese and Solvay have reached agreement In principle for the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the high density polyethylene (HD-PE) busi ness, Including the HD-PE manufacturing operations of Celanese at Deer Park, Texas; and WHEREAS, the parties hereto desire that, upon such sale and assignment, Solvay (or a wholly-owned subsidiary of Solvay with Solvay's guarantee of performance) assume all of the duties and obligations of Celanese, and be substituted for Celanese, under the hereinafter described contract ; NOW, THEREFORE, In consideration of the premises, and of the agreements herein contained, Celanese, Solvay and Calgon agree as follows: 1. Effective upon, but only upon, the completion of the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the HD-PE business. Including the HD-PE manufacturing operations, of Celanese at Deer Park, Texas (the time and date of which are herein called the "Sale Date"), Solvay (or a whollyowned subsidiary of Solvay) shall be automatically substituted for Celanese as a party to the following described contract : That certain contract between Celanese Corporation and Calgon Corporation (formerly Hall Laboratories) dated January 2, 1957, for boiler-water containing service and thereafter Solvay (or a wholly-owned subsidiary of Solvay) shall have and succeed to all of the rights and privileges of Celanese thereunder, shall be obligated to observe and perforn all obligations and duties of Celanese thereunder and shall otherwise be subject to and bound by all the terms and provisions thereof to sane '"tent that Celanese Is subject thereto and bound thereby immediately prior to such substitution. 1 015537 2. Upon the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanesc as provided In Section 1 above, Celanesc shall have no further rights, privileges, obli gations or duties whatever under the contract . 3. Except as provided In Sections 1 and 2 above, the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Cclanese as a party to the contract shall not modify or vary any term or provision thereof or any of the rights, privi leges, obligations or duties of any party thereto. 4. This Substitution Agreement shall be and become binding and effective only when executed by all the parties hereto. 5. In the event that Solvay elects to have the purchase made by a wholly-owned subsidiary of Solvay, then each reference to "Solvay" In Sections 1 through 3 Inclusive of this Substitution Agreement shall be deemed to refer to such wholly-owned subsidiary to the same extent as If each such reference to Solvay was a reference to such subsidiary, but In any such event Solvay hereby unconditionally guarantees to Calgon the full and faith ful performance and observance of the contract by Its wholly- owned subsidiary. IN WITNESS WHEREOF, Celanese, Solvay and Calgon have caused this Substitution Agreement to be executed In tripli cate as of the day and year first above written. ATTEST: CELANESE CORPORATION By______________________ Vice President Secretary ATTEST: Secretary SOLVAY & CIE, S.A. By___________________ Vice President ATTEST: # Secretary CALGON.CORPORATION 2 015538 SUBSTITUTION AGREEMENT THIS AGREEMENT dated as of October 4, 1974, between Celaneae Corporation (hereinafter referred to as "Celanese"), Solvay t Cle, S.A. (hereinafter referred to as "Solvay"), and Calgon Corporation (hereinafter referred to as "Calgon" ), WITNESSETH: WHEREAS, Celanese and Solvay have reached agreement In principle for the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the high density polyethylene (HD-PE) busi ness, Including the HD-PE manufacturing operations of Celanese at Deer Park, Texas; and WHEREAS, the parties hereto desire that, upon such sale and assignment, Solvay (or a wholly-owned subsidiary of Solvay with Solvay's guarantee of performance) assume all of the duties and obligations of Celanese, and be substituted for Celanese, under the hereinafter described contract ; NOW, THEREFORE, In consideration of the premises, and of the agreements herein contained, Celanese, Solvay and Calgon agree as follows: 1. Effective upon, but only upon, the completion of the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the HD-PE business. Including the HD-PE manufacturing operations, of Celanese at Deer Park, Texas (the time and date of which are herein called the "Sale Date"), Solvay (or a whollyowned subsidiary of Solvay) shall be automatically substituted for Celanese as a party to the following described contract : That certain contract between Celanese Corporation and Calgon Corporation (formerly Hall- Laboratories) dated January 2, 1957, for boile^water containing service and thereafter Solvay (or a wholly-owned subsidiary of Solvay) shall have and succeed to all of the rights and privileges of Celanese thereunder, shall be obligated to observe and perform all obligations and duties of Celanese thereunder and shall otherwise 'ct to and bound by all the terns and provisions thereof r extent tho* ''"lanese is subject thereto and bound thereby immediately prior to such substitution. 1 015539 2. Upon the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanesc as provided in Section 1 above, Celanesc shall have no further rights, privileges, obli gations or duties whatever under the contract . 3. Except as provided in Sections 1 and 2 above, the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Cclanese as a party to the contract shall not modify or vary any term or provision thereof or any of the rights, privi leges, obligations or duties of any party thereto. 4. This Substitution Agreement shall be and become binding and effective only when executed by all the parties hereto. 5. In the event that Solvay elects to have the purchase made by a wholly-owned subsidiary of Solvay, then each reference to "Solvay" in Sections 1 through 3 inclusive of this Substitution Agreement shall be deemed to refer to such wholly-owned subsidiary to the same extent as if each such reference to Solvay was a reference to such subsidiary, but in any such event Solvay hereby unconditionally guarantees to Calgon the full and. faith ful performance and observance of the contract by its wholly- owned subsidiary. IN WITNESS WHEREOF, Celanese, Solvay and Calgon have caused this Substitution Agreement to be executed in tripli cate as of the day and year first above written. ATTEST: CELANESE CORPORATION By. Vice President Secretary ATTEST: Secretary SOLVAY & CIE, S.A BY. Vice President ATTEST 2 015540 SUBSTITUTION AGREEMENT THIS AGREEMENT dated as of October 4, 197*, between Celanese Corporation (hereinafter referred to as "Celanese"), Solvay k Cie, S.A. (hereinafter referred to as "Solvay"), and Calgon Corporation (hereinafter referred to as "Calgon" ), WITNESSETH: WHEREAS, Celanese and Solvay have reached agreement in principle for the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the high density polyethylene (HD-PE) busi ness, including the HD-PE manufacturing operations of Celanese at Deer Park, Texas; and WHEREAS, the parties hereto desire that, upon such sale and assignment, Solvay (or a wholly-owned subsidiary of Solvay with Solvay's guarantee of performance) assume all of the duties and obligations of Celanese, and be substituted for Celanese, under the hereinafter described contract ; NOW, THEREFORE, in consideration of the premises, and of the agreements herein contained, Celanese, Solvay and Calgon agree as follows: 1. Effective upon, but only upon, the completion of the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the HD-PE business. Including the HD-PE manufacturing operations, of Celanese at Deer Park, Texas (the time and date of which are herein called the "Sale Date"), Solvay (or a whollyowned subsidiary of Solvay) shall be automatically substituted for Celanese as a party to the following described contract : That certain contract between Celanese Corporation and Calgon Corporation (formerly Hall Laboratories) dated January 2, 1957, .for boiler-water containing service and thereafter Solvay (or a wholly-owned subsidiary of Solvay) shall have and succeed to all of the rights and privileges of Celanese thereunder, shall be obligated to observe and perform all obligations and duties of Celanese thereunder and shall otherwise be subject to and b- . all the terms and provisions thereof to the same eaten1- -se is su^J-* thereto and bound thereby immediately prior to such substitution. 1 015541 2. Upon the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanesc as provided In Section 1 above, Celanese shall have no further rlchts, privileges, obli gations or duties whatever under the contract . 3. Except as provided In Sections 1 and 2 above, the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanese as a party to the contract shall not modify or vary any term or provision thereof or any of the rights, privi leges, obligations or duties of any party thereto. 4. This Substitution Agreement shall be and become binding and effective only when executed by all the parties hereto. 5. In the event that Solvay elects to have the purchase made by a wholly-owned subsidiary of Solvay, then each reference to "Solvay" in Sections 1 through 3 Inclusive of this Substitution Agreement shall be deemed to refer to such wholly-owned subsidiary to the same extent as If each such reference to Solvay was a reference to such subsidiary, but In any such event Solvay hereby unconditionally guarantees to Calgon the full and faith ful performance and observance of the contract by its wholly- owned subsidiary. IN WITNESS WHEREOF, Celanese, Solvay and Calgon have caused this Substitution Agreement to be executed in tripli cate as of the day and year first above written. CELANESE CORPORATION ATTEST: By______________________ Vice President Secretary ATTEST: Secretary SOLVAY & CIE, S.A. By Vice President ATTEST: r> Secretary CALGON^CORPQRATION By ~y * 015542 SUBSTITUTION AGREEMENT THIS AGREEMENT dated as of October 4, 1974, between Celanese Corporation (hereinafter referred to as "Celanese"), Solvay t Cle, S.A. (hereinafter referred to as "Solvay"), and Wanda Petroleum Company (hereinafter referred to as "Wanda" ), WITNESSETH: WHEREAS, Celanese and Solvay have reached agreement in principle for the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the high density polyethylene (h'D-PE) busi ness, Including the HD-PE manufacturing operations of Celanese at Deer Park, Texas; and WHEREAS, the parties hereto desire that, upon such sale and assignment, Solvay (or a wholly-owned subsidiary of Solvay with Solvay's guarantee of performance) assume all of the duties and obligations of Celanese, and be substituted for Celanese, under the hereinafter described contract ; NOW, THEREFORE, in consideration of the premises, and of the agreements herein contained, Celanese, Solvay and Wanda agree as follows: 1. Effective upon, but only upon, the completion of the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the HD-PE business, including the HD-PE manufacturing operations, of Celanese at Deer Park, Texas (the time and date of which are herein called the "Sale Date"), Solvay (or a whollyowned subsidiary of Solvay) shall be automatically substituted for Celanese as a party to the following described contract : 'That certain Contract No. 5155-02-11 for iso butane between Celanese Plastics Company, a division of Celanese Corporation, and Wanda ' Petroleum Company, dated September 5, 1974 and thereafter Solvay (or a wholly-owned subsidiary of Solvay) shall have and succeed to all of the rights and privileges of Celanese thereunder, shall be obligated to observe and Ferforn all obligations and duties of Celanese thereunder and shall otherwise be subject to and bound by all the terms and pro--' thereof to the same extent that Celanese is subject th*r i bound thereby immediately prior to such substitution. 1 015543 I 2. Upon the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanese as provided in Section 1 above, Celanese shall have no further rights, privileges, obli gations or duties whatever under the contract . 3. Except as provided in Sections 1 and 2 above, the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanese as a party to the contract shall not modify or vary any term or provision thereof or any of the rights, privi leges, obligations or duties of any party thereto. 4. This Substitution Agreement shall be and become binding and effective only when executed by all the parties hereto. 5. In the event that Solvay elects to have the purchase made by a wholly-owned subsidiary of Solvay, then each reference to "Solvay" in Sections 1 through 3 inclusive of this Substitution Agreement shall be deemed to refer to such wholly-owned subsidiary to the same extent as if each such reference to Solvay was a reference to such subsidiary, but in any such event Solvay hereby unconditionally guarantees to Wanda the full and faith ful performance and observance of the contract by its wholly- owned subsidiary. IN WITNESS WHEREOF, Celanese, Solvay and Wanda- have caused this Substitution Agreement to be executed in tripli cate as of the day and year first above written. ATTEST: CELANESE CORPORATION By______________________ Vice President Secretary ATTEST: Secretary SOLVAY l CIE, S.A. By Vice President ATTEST: Secretary WANDA PETROLEUM COMPANY ^ By\u,JLJL , lllLw 015544 substitution agreement THIS AGREEMENT dated as of October 4, 197*1, between Celanese Corporation (hereinafter referred to as "Celanese"), Solvay 4 Cle, S.A. (hereinafter referred to as "Solvay"), and Wanda Petroleum Company (hereinafter referred to as "Wanda" ), WITNESSETH: WHEREAS, Celanese and Solvay have reached agreement In principle for the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the high density polyethylene (HD-PE) busi ness, including the HD-PE manufacturing operations of Celanese at Deer Park, Texas; and WHEREAS, the parties hereto desire that, upon such sale and assignment, Solvay (or a wholly-owned subsidiary of Solvay with Solvay's guarantee of performance) assume all of the duties and obligations of Celanese, and be substituted for Celanese, under the hereinafter described contract ; NOW, THEREFORE, in consideration of the premises, and of the agreements herein contained, Celanese, Solvay and Wanda agree as follows: 1. Effective upon, but only upon, the completion of the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the HD-PE business. Including the HD-PE manufacturing operations, of Celanese at Deer Park, Texas (the time and date of which are herein called the "Sale Date"), Solvay (or a whollyowned subsidiary of Solvay) shall be automatically substituted for Celanese as a party to the following described contract : That certain Contract No. 5155-02-11 for Iso butane between Celanese Plastics Company, a division of Celanese Corporation, and Wanda . Petroleum Company, dated September 5, 1974 and thereafter Solvay (or a wholly-owned subsidiary of Solvay) shall have and succeed to all of the rights and privileges of Celanese thereunder, shall be obligated to observe and perform all obligations and duties of Celanese thereunder and shall otherwise bo subject to and bound by all the terms and provisions thereof to the same extent that Celanese Is subject thereto and bound thereby immediately prior to such substitution. 1 015545 2. Upon the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanese as provided in Section 1 above, Celanese shall have no further rights, privileges, obli gations or duties whatever under the contract . 3. Except as provided In Sections 1 and 2 above, the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanese as a party to the contract shall not modify or vary any term or provision thereof or any of the rights, privi leges, obligations or duties of any party thereto. 4. This Substitution Agreement shall be and become binding and effective only when executed by all the parties hereto. 5. In the event that Solvay elects to have the purchase made by a wholly-owned subsidiary of Solvay, then each reference to "Solvay" in Sections 1 through 3 inclusive of this Substitution Agreement shall be deemed to refer to such wholly-owned subsidiary to the same extent as if each such reference to Solvay was a reference to such subsidiary, but in any such event Solvay hereby unconditionally guarantees to Wanda the full and faith ful performance and observance of the contract by its wholly- owned subsidiary. IN WITNESS WHEREOF, Celanese, Solvay and Wanda- have caused this Substitution Agreement to be executed in tripli cate as of the day and year first above written. CELANESE CORPORATION ATTEST: By______________________ Vice President Secretary ATTEST: Secretary SOLVAY A CIE, S.A. By________________________ Vice President ATTEST: 'H. Secretary WANDA PETROLEUM COMPANY ^ By \A/va,-1LyJI Q l\cSLw 2 015546 SUBSTITUTION AGREEMENT THIS AGREEMENT dated as of October 4, 1974, between Celanese Corporation (hereinafter referred to as "Celanese"), Solvay t Cle, S.A. (hereinafter referred to as "Solvay"), and Wanda Petroleum Company (hereinafter referred to as "Wanda" ), WITNESSETH: WHEREAS, Celanese and Solvay have reached agreement In principle for the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the high density polyethylene (HD-PE) busi ness, including the HD-PE manufacturing operations of Celanese at Deer Park, Texas; and WHEREAS, the parties hereto desire that, upon such sale and assignment, Solvay (or a wholly-owned subsidiary of Solvay with Solvay's guarantee of performance) assume all of the duties and obligations of Celanese, and be substituted for Celanese, under the hereinafter described contract ; NOW, THEREFORE, In consideration of the premises, and of the agreements herein contained, Celanese, Solvay and Wanda agree as follows: 1. Effective upon, but only upon, the completion of the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the HD-PE business. Including the HD-PE manufacturing operations, of Celanese at Deer Park, Texas (the time and date of which are herein called the "Sale Date"), Solvay (or a whollyowned subsidiary of Solvay) shall be automatically substituted for Celanese as a party to the following described contract : 'That certain Contract No. 5155-02-11 for Iso butane between Celanese Plastics Company, a division of Celanese Corporation, and Wanda ' Petroleum Company, dated September 5, 1974 and thereafter Solvay (or a wholly-owned subsidiary of Solvay) shall have and succeed to all of the rights and privileges of Celanese thereunder, shall be obligated to observe and perform all obligations and duties of Celanese thereunder and shall otherwise be subject to and bound by all the terms and provisions 'hereof to the same extent that Celanese is subject thereto and bound thereby Immediately prior to such substitution. 1 015547 2. Upon the substitution of Solvay (op a wholly-owned subsidiary of Solvay) for Celanese as provided in Section 1 above, Celanese shall have no further rights, privileges, obli gations or duties whatever under the contract . 3. Except as provided in Sections 1 and 2 above, the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanese as a party to the contract shall not modify or vary any term or provision thereof or any of the rights, privi leges, obligations or duties of any party thereto. 4. This Substitution Agreement shall be and become binding and effective only when executed by all the parties hereto. 5. In the event that Solvay elects to have the purchase made by a wholly-owned subsidiary of Solvay, then each reference to "Solvay" in Sections 1 through 3 inclusive of this Substitution Agreement shall be deemed to refer to such wholly-owned subsidiary to the same extent as if each such reference to Solvay was a reference to such subsidiary, but in any such event Solvay hereby unconditionally guarantees to Wanda the full and faith ful performance and observance of the contract by its wholly- owned subsidiary. IN WITNESS WHEREOF, Celanese, Solvay and Wanda- have caused this Substitution Agreement to be executed in tripli cate as of the day and year first above written. CELANESE CORPORATION ATTEST: By Vice President Secretary ATTEST: Secretary SOLVAY & CIE, S.A. By_______________________ Vice President ATTEST: Secretary WANDA PETROLEUM COMPANY t b,W.UL--- 2 015548 SUBSTITUTION AGREEMENT * THIS AGREEMENT dated as of October 4, 1971*, between Celanese Corporation (hereinafter referred to as "Celanese"), Solvay t Cle, S.A. (hereinafter referred to as "Solvay"), and Wanda Petroleum Company (hereinafter referred to as "Wanda" ), WITNESSETH: WHEREAS, Celanese and Solvay have reached agreement In principle for the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the high density polyethylene (HD-PE) busi ness, Including the HD-PE manufacturing operations of Celanese at Deer Park, Texas; and WHEREAS, the parties hereto desire that, upon such sale and assignment, Solvay (or a wholly-owned subsidiary of Solvay with Solvay's guarantee of performance) assume all of the duties and obligations of Celanese, and be substituted for Celanese, under the hereinafter described contract ; NOW, THEREFORE, In consideration of the premises, and of the agreements herein contained, Celanese, Solvay and Wanda agree as follows: 1. Effective upon, but only upon, the completion of the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the HD-PE business, Including the HD-PE manufacturing operations, of Celanese at Deer Park, Texas (the time and date of which are herein called the "Sale Date"), Solvay (or a whollyowned subsidiary of Solvay) shall be automatically substituted for Celanese as a party to the following described contract : That certain Contract No. 5155-02-11 for Iso butane between Celanese Plastics Company, a division of Celanese Corporation, and Wanda Petroleum Company, dated September 5, 197d and thereafter Solvay (or a wholly-owned subsidiary of Solvay) Shall have and succeed to all of the rights and privileges of Celanese thereunder, shall be obligated to observe and perform all obligations and duties of Celanese thereunder and shall Stherwise bn t to and bound by all the terms and provisions thereof * extent that Cslanese la subject thereto and bound thereby immediately prior to such substitution. 1 015549 2. Upon the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanese as provided In Section 1 above, Celanese shall have no further rights, privileges, obli gations or duties whatever under the contract . 3. Except as provided In Sections 1 and 2 above, the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanese as a party to the contract shall not modify or vary any term or provision thereof or any of the rights, privi leges, obligations or duties of any party thereto. 4. This Substitution Agreement shall be and become binding and effective only when executed by all the parties hereto. 5. In the event that Solvay elects to have the purchase made by a wholly-owned subsidiary of Solvay, then each reference to "Solvay" In Sections 1 through 3 inclusive of this Substitution Agreement shall be deemed to refer to such wholly-owned subsidiary to the same extent as if each such reference to Solvay was a reference to such subsidiary, but in any such event Solvay hereby unconditionally guarantees to Wanda the full and faith ful performance and observance of the contract by its wholly- owned subsidiary. IN WITNESS WHEREOF, Celanese, Solvay and Wanda- have caused this Substitution Agreement to be executed in tripli cate as of the day and year first above written. CELANESE CORPORATION ATTEST: By_____________________ Vice President Secretary ATTEST: Secretary SOLVAY & CIE, S.A. By_ Vice President WTEST: xm. 'to. AlVuirt_______ Secretary WANDA PETROLEUM COMPANY t By\^Oe.lUL^. 2 015550 I ETHYL CORPORATION Ikoontdiai. CmMiciu Division Bthvl, Towir, 451 Florida Baton Rouoc. Louisiana 70801 October 22, 1974 Mr. L. E. Emge, Plant Manager Celanese Plastics Company Box 1000 Deer Park, Texas 77536 Re: Hexene*l Contract Between Celanese Plastics Company and Ethyl Corporation, dated December 3, 1973, _____as amended for Various Price Increases Dear Mr. Emge: In response to your letter of October 4, we are pleased to enclose three (3) signed copies of the agreement which authorizes the transfer of the above contract from Celanese Plastics to Solvay. We would also like to point out that since this contract terminates December 31, 1974, we would be pleased to negotiate a new Hexenel contract between Ethyl and Solvay covering their 1975 requirements. Any questions regarding these contracts should be referred to our Region Manager, J. B. Jarman, at Ethyl Corporation in Houston. Very truly yours SAH:gr Enclosures S. A. Harris Manager of Administration 015551 SUBSTITUTION AGREEMENT \ THIS AGREEMENT dated as of October H, 197*1, between Celanese Corporation (hereinafter referred to as "Celancse"), Solvay 4 Cie, S.A. (hereinafter referred to as "Solvay"), and Ethyl Corporation (hereinafter referred to as "Ethyl" ), WITNESSETH: WHEREAS, Celanese and Solvay have reached agreement in principle for the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the high density polyethylene (HD-?E) busi ness, including the HD-PE manufacturing operations of Celanese at Deer Park, Texas; and WHEREAS, the parties hereto desire that, upon such sale and assignment, Solvay (or a wholly-owned subsidiary of Solvay with Solvay's guarantee of performance) assume all of the duties and obligations of Celanese, and be substituted for Celanese, under the hereinafter described contract ; NOW, THEREFORE, in consideration of the premises, and of the agreements herein contained, Celanese, Solvay and Ethyl agree as follows: 1. Effective upon, but only upon, the completion of the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the HD-PE business, Including the KD-PE manufacturing operations, of Celanese at Deer Park, Texas (the time and date of which are herein called the "Sale Date"), Solvay (or a whollyowned subsidiary of Solvay) shall be automatically substituted for Celanese as a party to the following described contract : That certain hexene contract between Celanese Plastics Company, a division of Celanese Corporation, and Etnyl Corporation, dated December 3, 1973* as amended for various price Increases and thereafter Solvay (or a wholly-owned subsidiary of Solvay) shall have and succeed to all of the rights and privileges of Celanese thereunder, shall bo obligated to observe and perform all obi 1 cations and duties of Celanese thereunder and shall otherwise be subject to and bound by all the terras and previsions thereof to the same extent that Celancse is subject thereto and bound thereby ir.ncdiatcly prior to such substitution. 015552 1 J T Upon L1& Solvay a w holly- subsidiary of Solvay) for Coiar-.csc as provided i n lection above, Ceianese shall have no further rights, pr ivlleges, gations or duties whatever under the contract . v: obll- w 3; aa provided In Sections 1 and 2 above, the substitution of Solvay (or a wholly-owned subsidiary of Solvav) vfoarry Caeniayneseeraaos r approavrtiysiotno tthheerecoofntorar cat ny sohfaltlhenortigmhodtsify/porrivi leges, obligations or duties of any party thereto. p % This Substitution Agreement shall be and become binding and effective only when executed by all the parties hereto. 5. In the event that Solvay elects to have the purchase made by a wholly-owned subsidiary of Solvay, then each reference to "Solvay" in Sections 1 through 3 inclusive of this Substitution Agreement shall be deemed to refer to such wholly-owned subsidiary to the same extent as if each such reference to Solvay was a reference to such subsidiary, but in any such event Solvay hereby unconditionally guarantees to Ethyl the full and faith ful performance and observance of the contract by its wholly- owned subsidiary. IN WITNESS WHEREOF, Ceianese, Solvay and Ethyl have caused this Substitution Agreement to be executed in tripli cate as of the day and year first above written. CELANESE CORPORATION ATTEST: Secretary By_______________________ Vice President ATTEST:. Secretary SOLVAY & CIE, S.A. By____________________ Vice President ATTESTi Secretary 015553 I SUBSTITUTION AGREEMENT * THIS AGREEMENT dated as of October 4, 1974, between Celanese Corporation (hereinafter referred to as "Celanese"), Solvay & Cie, S.A. (hereinafter referred to as "Solvay"), and Ethyl Corporation (hereinafter referred to as "Ethyl" ), WITNESSETH: WHEREAS, Celanese and Solvay have reached agreement in principle for the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the high density polyethylene (HD-PE) busi ness, including the HD-PE manufacturing operations of Celanese at Deer Park, Texas; and WHEREAS, the parties hereto desire that, upon such sale and assignment, Solvay (or a wholly-owned subsidiary of Solvay with Solvay's guarantee of performance) assume all of the duties and obligations of Celanese, and be substituted for Celanese, under the hereinafter described contract ; NOW, THEREFORE, in consideration of the premises, and of the agreements herein contained, Celanese, Solvay and Ethylagree as follows: 1. Effective upon, but only upon, the completion of the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the HD-PE business, Including the HD-PE manufacturing operations, of Celanese at Deer Park, Texas (the time and dace of which are herein called the "Sale Date"), Solvay (or a whollyowned subsidiary of Solvay) shall be automatically substituted for Celanese as a party to the following described contract : That certain hexene contract between Celanese Plastics Company, a division of Celanese Corporation, and Ethyl Corporation, dated December 3* 1973, as amended for various price increases and thereafter Solvay (or a wholly-owned subsidiary of Solvay) shall have and succeed to all of the rights and privileges of Celancr.e thereunder, shall be obligated to observe and perform all obligations nr.d duties of Celanese thereunder and shall otherwise be subject to and bound by all the terma and provisions thereof to the same extent that Celanese is subject thereto and bound thereby immediately prior to such substitution. 015554 - ' i *J -vay subcidi zry of do I v a y) for Cel-; -c.ec ac provide above, Celanese shall have no further rights, gatlons or duties whatever under the contract privileges, obli- substitu3ti,onEoxcf eSpot lvaasypr(oovridaedwhIonllyS-oewctnioends s1ubasniddia2 ryahnvfsSolL> for Celancse as a party to the contract shall not modifv ^ y vary any tern or provision thereof or any of the 7f leges, obligations or duties of any party thereto iehto' prlvi" ij. This Substitution Agreement shall be and become bindinc and effective only when executed by all the parties hereto. 5. In the event that Solvay elects to have the purchase made by a wholly-owned subsidiary of Solvay, then each reference to "Solvay" in Sections 1 through 3 inclusive of this Substitution Agreement shall be deemed to refer to such wholly-owned subsidiary to the same extent as if each such reference to Solvay was a reference to such subsidiary, but in any such event Solvay hereby unconditionally guarantees to Ethyl the full and faith ful performance and observance of the contract by its wholly- owned subsidiary. IN WITNESS WHEREOF, Celanese, Solvay and Ethyl have caused this Substitution Agreement to be executed in tripli cate as of the day and year first above written. CELANESE CORPORATION ATTEST: By______________________________ Vice President Secretary 1 ATTEST: Secretary SOLVAY & CIE, S.A. By________________________ Vice President 015555 I SUBSTITUTION AGREEMENT THIS AGREEMENT dated as of October 4, 1974, between Celanese Corporation (hereinafter referred to as "Celanese"), Solvay A Cle, S.A. (hereinafter referred to as "Soltfhy"), and Ethyl Corporation (hereinafter referred to as "Ethyl" ), WITNESSETH: WHEREAS, Celanese and Solvay have reached agreement In principle for the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the high density polyethylene (KD-PE) busi ness, Including the HD-PE manufacturing operations of Celanese at Deer Park, Texas; and WHEREAS, the parties hereto desire that, upon such sale and assignment, Solvay (or a wholly-owned subsidiary of Solvay with Solvay's guarantee of performance) assume all of the duties and obligations of Celanese, and be substituted for Celanese, under the hereinafter described contract ; NOW, THEREFORE, In consideration of the premises, and of the agreements herein contained, Celanese, Solvay and Ethyl agree as follows: 1. Effective upon, but only upon, the completion of the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the HD-PE business, Including the HD-PE manufacturing operations, of Celanese at Deer Park, Texas (the time and date of which are herein called the "Sale Date"), Solvay (or a whollyowned subsidiary of Solvay) shall be automatically substituted for Celanese as a party to the following described contract : That certain hexene contract between Celanese Plastics Company, a division of Celanese Corporation, and Ethyl Corporation, dated December 3, 1973, as amended for various price Increases and thereafter Solvay (or a wholly-owned subsidiary of Solvay) shall have and succeed to all of the rights and privileges of Celanese thereunder, shall be obligated to observe and perform all obligations ar.d duties of Celanese thereunder and shall otherwise be subject to and bound by all the terns and provisions thereof to the sar.e extent that Celanese is subject thereto and bound thereby Immediately prior to such substitution. 1 / 015556 2. Upon the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanese as provided In Section 1 above, Celanese shall have no further rights, privileges, obli gations or duties whatever under the contract . 3. Except as provided In Sections 1 and 2 above, the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanese as a party to the contract shall not modify or vary any tern or provision thereof or any of the rights, privi leges, obligations or duties of any party thereto. 4. This Substitution Agreement shall be and become binding and effective only when executed by all the parties hereto. 5. In the event that Solvay elects to have the purchase made by a wholly-owned subsidiary of Solvay, then each reference to "Solvay" In Sections 1 through 3 Inclusive of this Substitution Agreement shall be deemed to refer to such wholly-owned subsidiary to the same extent as If each such reference to Solvay was a reference to such subsidiary, but In any such event Solvay hereby unconditionally guarantees to Ethyl the full and faith ful performance and observance of the contract by Its wholly- owned subsidiary. 1H WITNESS WHEREOF, Celanese, Solvay and Ethyl have caused this Substitution Agreement to be executed In tripli cate as of the day and year first above written. ATTEST: Secretary CELANESE CORPORATION By______________________ Vice President ATTEST: Secretary SOLVAY & CIE, S.A. Vice President ATTEST-I Secretary 2 015557 SUBSTITUTION AGREEMENT THIS AGREEMENT dated as of October 4, 1974, between Celanese Corporation (hereinafter referred to as "Celanese"), Solvay 4 Cle, S.A. (hereinafter referred to as "Solvay"), and Exxon Company, U.S.A., a division of Exxon Corporation (hereinafter referred to as "Exxon" ), WITNESSETH: WHEREAS, Celanese and Solvay have reached agreement in principle for the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the high density polyethylene (HD-PE) busi ness, including the HD-PE manufacturing operations of Celanese at Deer Pari:, Texas; and WHEREAS, the parties hereto desire that, upon such sale and assignment, Solvay (or a wholly-owned subsidiary of Solvay with Solvay's guarantee of performance) assume all of the duties and obligations of Celanese, and be substituted for Celanese, under the hereinafter described contract s ; NOW, THEREFORE, in consideration of the premises, and of the agreements herein contained, Celanese, Solvay and Exxon agree as follows: 1. Effective upon, but only upon, the completion of the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the HD-PE business, including the HD-PE manufacturing operations, of Celanese at Deer Park, Texas (the time and date of which are herein called the "Sale Date"), Solvay (or a whollyowned subsidiary of Solvay) shall be automatically substituted for Celanese as a party to the following described contracts: (a) That certain Celanese Plastics Company Purchase Order Contract No. 070-074-71-4, for iso butane with Exxon Company, U.S.A., a division of Exxon Corporation, dated December 31, 1973, as supplemented by Supplement 1, dated February 13,. 1974, Supplement 2, dated May 8, 1974, Supplement 3, dated May 15, 1974, and Supplement 4, dated June 24, 1974; and (b) That certain Product Sales Agreement between Celanese Plastics Company, a division of Celanese Corporation, and Exxon Company, U.S.A., a division of Exxon Corporation, dated January 20, 1974, as amended May 9., 1974 and June 14, 1974 and thereafter Solvay (or a wholly-owned subsidiary of Solvay) shall have ar.d succeed to all of the rights and privileges of Celanese thereunder, shall be obligated to observe and perform all obligations and duties of Celanese thereunder and shall otherw' subject to and bound by all the terms and previsions th"- same extent '.h^t Celautse is subject thereto and bound thereby immediately prior to ouch substitution. 1 1 1 015558 2. Upon the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanese as provided in Section 1 above, Celanese shall have no further rights, privileges, obli gations or duties whatever under the contracts. 3. Except as provided in Sections 1 and 2 above, the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanese as a party to the contracts shall not modify or vary any term or provision thereof or any of the rights, privi leges, obligations or duties of any party thereto. 4. This Substitution Agreement shall be and become binding and effective only when executed by all the parties hereto. 5. In the event that Solvay elects to have the purchase made by a wholly-owned subsidiary of Solvay, then each reference to "Solvay11 in Sections 1 through 3 Inclusive of this Substitution Agreement shall be deemed to refer to such wholly-owned subsidiary to the same extent as if each such reference to Solvay was a reference to such subsidiary, but in any such event Solvay hereby unconditionally guarantees to Exxon the full and faith ful performance and observance of the contracts by its wholly- owned subsidiary. IN WITNESS WHEREOF, Celanese, Solvay and Exxon have caused this Substitution Agreement to be executed in tripli cate as of the day and year first above written. CELANESE CORPORATION ATTEST: By______________________ Vice President Secretary ATTEST: Secretary SOLVAY & CIE, S.A. By___________________ Vice President t EXXON COMPANY, U.S.A., a ATTEST: Secretary 015559 SUBSTITUTION AGREEMENT THIS AGREEMENT dated as of October 4, 197**. between Celanese Corporation (hereinafter referred to as "Celanese"), Solvay 1 Cle, S.A. (hereinafter referred to as "Solvay"), and Exxon Company, U.S.A., a division of Exxon Corporation (hereinafter"referred to as "Exxon" ), WITNESSETH: WHEREAS, Celanese and Solvay have reached agreement in principle for the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the high density polyethylene (HD-PE) busi ness, including the HD-PE manufacturing operations of Celanese at Deer Park, Texas; and WHEREAS, the parties hereto desire that, upon such sale and assignment, Solvay (or a wholly-owned subsidiary of Solvay with Solvay's guarantee of performance) assume all of the duties and obligations of Celanese, and be substituted for Celanese, under the hereinafter described contracts ; NOW, THEREFORE, in consideration of the premises, and of the agreements herein contained, Celanese, Solvay and Exxon agree as follows: 1. Effective upon, but only upon, the completion of the ale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the HD-PE business, including the HD-PE manufacturing Operations, of Celanese at Deer Park, Texas (the time and date Of Which are herein called the "Sale Date"), Solvay (or a whollyOWhed subsidiary of Solvay) shall be automatically substituted for Celanese as a party to the following described contract s: (a) That certain Celanese Plastics Company Purchase Order Contract No. 070-074-71-4,for iso butane with Exxon Company, U.S.A., a division of Exxon Corporation, dated December 31, 1973, as supplemented by Supplement 1, dated February 13, 1974, Supplement 2, dated May 8, 1974, Supplement 3, dated May 15, 1974, and Supplement 4, dated Juno 24, 1974; and (b) That certain Product Sales Agreement between Celanese Plastics Company, a division of Celanese Corporation, and Exxon Company, U.S.A., a division of Exxon Corporation, dated January 20, 1974, as amended May 9, 1974 and June 14, 1974 hfid thereafter Solvay (or a wholly-owned subsidiary of Solvay) %hali have afid succeed to all of the rights and privileges of Cbiahese thereunder, shall be obligated to observe and perforn dll obligations and duties of Celanese thereunder and shall bthcbwise be Subject to . d by all the terms and provisions thereof to the same -elanese is j^lject thereto ar.d bbuhd thereby immediately prior to such substitution. 1 015560 2. Upon the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanese as provided in Section 1 above, Celanese shall have no further rights, privileges, obli gations or duties whatever under the contracts. 3. Except as provided in Sections 1 and 2 above, the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanese as a party to the contracts shall not modify or vary any term or provision thereof or any of the rights, privi leges, obligations or duties of any party thereto. 4. This Substitution Agreement shall be and become binding and effective only when executed by all the parties hereto. 5. In the event that Solvay elects to have the purchase made by a wholly-owned subsidiary of Solvay, then each reference to "Solvay11 in Sections 1 through 3 inclusive of this Substitution Agreement shall be deemed to refer to such wholly-owned subsidiary to the same extent as if each such reference to Solvay was a reference to such subsidiary, but in any such event Solvay hereby unconditionally guarantees to Exxon the full and faith ful performance and observance of the contracts by its wholly- owned subsidiary. IN WITNESS WHEREOF, Celanese, Solvay and Exxon have caused this Substitution Agreement to be executed in tripli cate as of the day and year first above written. CELANESE CORPORATION ATTEST: By______________________ Vice President Secretary ATTEST: Secretary SOLVAY & CIE, S.A. By Vice President I ATTEST: *____ ^ Secretary EXXON COMPANY, U.S.A., a DivisionEXXON CORPORATION 2 015561 SUBSTITUTION AGREEMENT THIS AGREEMENT dated as of October 4, 197*1, between Celanese Corporation (hereinafter referred to as "Celanese"), Solvay 4 Cle, S.A. (hereinafter referred to as "Solvay"), and Exxon Company, U.S.A., a division of Exxon Corporation (hereinafter referred to as "Exxon" ), WITNESSETH: WHEREAS, Celanese and Solvay have reached agreement In principle for the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the high density polyethylene (HD-PE) busi ness, Including the HD-PE manufacturing operations of Celanese at Deer Parle, Texas; and WHEREAS, the parties hereto desire that, upon such sale and assignment, Solvay (or a wholly-owned subsidiary of Solvay with Solvay's guarantee of performance) assume all of the duties and obligations of Celanese, and be substituted for Celanese, under the hereinafter described contract s ; NOW, THEREFORE, in consideration of the premises, and of the agreements herein contained, Celanese, Solvay and Exxon agree as follows: 1. Effective upon, but only upon, the completion of the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the HD-PE business. Including the HD-PE manufacturing operations, of Celanese at Deer Park, Texas (the time and date of which are herein called the "Sale Date"), Solvay (or a whollyowned subsidiary of Solvay) shall be automatically substituted for Celanese as a party to the following described contract s: (a) That certain Celanese Plastics Company Purchase Order Contract No. 070-074-71-**,for iso butane with Exxon Company, U.S.A., a division of Exxon Corporation, dated December 31, 1973, as supplemented by Supplement 1, dated February 13, 197S-, Supplement 2, dated May 8, 197**, Supplement 3, dated May 15, 197**, and Supplement 4, dated June 2**, 1974; and (b) That certain Product Sales Agreement between Celanese Plastics Company, a division of Celanese Corporation, and Exxon Company, U.S.A., a division of Exxon Corporation, dated January 20, 1974, as amended May 9, 1974 and June 14, 1974 and thereafter Solvay (or a wholly-owned subsidiary of Solvay) shall have and succeed to all of the rights and privileges of Celanese thereunder, shall be obligated to observe and perform all obligations and duties of Celanese thereunder and shall otherwise be subject to and bound by all the te--- and provisions thereof to the same extent that Celanese Is thereto and bound thereby immediately prior to such suu,bi.ybi.uii. 015562 2. Upon the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanese as provided in Section 1 above, Celanese shall have no further rights, privileges, obli gations or duties whatever under the contracts. 3. Except as provided in Sections 1 and 2 above, the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanese as a party to the contracts shall not modify or vary any term or provision thereof or any of the rights, privi leges, obligations or duties of any party thereto. 4. This Substitution Agreement shall be and become binding and effective only when executed by all the parties hereto. 5. In the event that Solvay elects to have the purchase made by a wholly-owned subsidiary of Solvay, then each reference to ''Solvay" in Sections 1 through 3 inclusive of this Substitution Agreement shall be deemed to refer to such wholly-owned subsidiary to the same extent as if each such reference to Solvay was a reference to such subsidiary, but in any such event Solvay hereby unconditionally guarantees to Exxon the full and faith ful performance and observance of the contracts by its wholly- owned subsidiary. IN WITNESS WHEREOF, Celanese, Solvay and Exxon- have caused this Substitution Agreement to be executed in tripli cate as of the day and year first above written. ATTEST: Secretary CELANESE CORPORATION By_________________ Vice President ATTEST: Secretary SOLVAY & CIE, S.A. By Vice President ATTEST: Secretary EXXON COMPANY, U.S.A., a Division, <rf EXXON CORPORATION 015563 Tt o' TEXAS AIR CONTROL BOARD. PHONE 51^431-5711 320 SHOAL CREEK BOULEVARD CHARLES R. BARDEN, P. E. EXECUTIVE DIRECTOR JOHN L. BLAIR Chairman HERBERT W. WHITNEY, P.E. Vict-Chairman AUSTIN, TEXAS - 787S8 July 25, 1974 Mr. L. E. Emge, Plant Manager CELANESE PLASTICS COMPANY P. 0. Box 1000 Deer Park, Texas 77536 ALBERT W. HARTMAN, JR.. M.D. E.W. ROBINSON, P.E. CHARLES R. JA VNS JAMES 0. ABRAMS. P.E. FRED HARTMAN WILLIE L. ULICH. Ph.D. P.E. JOE C. BRiDGEFARMER, P.E. Re: Permit No. R- 687 Polyethylene Conveying System Deer Park, Harris County, Texas Dear Mr. Emge: An operating permit for your new facility is enclosed. We appreciate your cooperation in sending us the necessary infor mation to evaluate your proposed facility. Thank you for your interest and cooperation in air pollution control. Yours very trujQr, Cnarles R. Barden, P.E. Executive Director Texas Air Control Board cc: Mr. Lloyd Stewart, Regional Supervisor, Houston Walter A. Quebedaaux, Jr., Ph.D., Director Harris County Pollution Control Dept., Pasadena 015564 TEXAS AIR CONTROL BOARD AN OPERATING PERMIT IS HEREBY ISSUED TO CELANESE PLASTICS COMPANY AUTHORIZING OPERATION OF Polyethylene Conveying System WHICH IS LOCATED AT Deer Park, Harris County, Texas and which is to b operated in accordance with and subject to th* Texas Clean Air Act. as amended (Article 4477-5. VTCS), and all Rules. Refutations and Orders of the Texas Air Control Board. Said operation is subiect to any additional or amended rules, refutations and orders of the Board adopted pursuant to the Act. and to all of the followinf conditions: 1. This permit is non-tunjferxble from person to person or from place to place. 2. Upon request by the Executive Director of the Texas Air Control Board, the holder of this permit shall make sufficient stack sampling analyses, or other tests, to prove satisfactory equipment performance. All sampling and testing procedures shall be approved by the Executive Director and coordinated with the regional representatives of the Texas Air Control Board. 3. The facilities covered by this permit shall not be operated unless all associated air pollution abatement equipment is maintained in good working order and operating properly during normal facility operations. 4. Special Provisions: See attachment labeled"Special Provisions R-687," 1-3 Acceptance of this permit constitutes sn acknowledgement and agreement that the holder will comply with all Rules. Regulations and Orders of the Board issued in conformity with the Act and the conditions precedent to the granting of this permit. PERMIT NO. R- -5-8.7DATF July 25. 1974 EXECUTIVE DIRECTOR (Director, Control & Prevention) TEXAS AIR CONTROL BOARD 015565 Special Provisions R-687 1. Emissions from this facility must not be excessive as determined by the Executive Director of the Texas Air Control Board- If emis sions are determined to be excessive, the holder of this permit may be required to implement additional emission reduction measures acceptable to the Executive Director. 2. The flare serving this facility must be operated such that the emission from the flare is smokeless. Celanese Plastics Company must install automatic controls on the steam supply to the flaretip if the Executive Director of the Texas Air Control Board de termines that the requirement of this provision is not being met. 3. Source No. 9,. polyethylene drier exhaust gas, must comply with Regulation V by May 31, 1975. 015566 GW130U-71* BGd/ay rnM lawyers Title Insurance (prporation A STOCK COMPANY * HOME OFFICE -- RICHMOND, VIRGINIA OWNER'S TITLE POLICY BINDER l.TVl Rg ngPT'BMTWrp TO' Salvay Corporation IN RE: Sale by Celaneae Corporat,. -in-. ., Seller TO Salvay Corporation , Purchaser In connection with in order placed with us for an OWNER'S TITLE POLICY, based upon the sale referred to above, we submit the following preliminary report and Owner s Tirle Policy Binder. We have approved ride in Celanese Corporation, a Delawaxe corporation In New York, New York to the following described land, and improvements affixed thereto which by law constitute real property: Two tracts of land in the Arthur McCormick Survey, Abstract U6, in Harris County, Texas, more particularly described by metes and bounds on the attached Exhibit. SECTION A SUBJECT TO. Item l. Taxes and Assessments. We must be furnished with evidence, satisfactory to our attorneys, reflecting pay ment of ail raxes and assessments. Item 2. We must have evidence, satisfactory to us. that no person occupying (he properry or any portion thereof owns or claims any interest therein, either personally or by nght of another: adverse to the Seller named above. Item 3- Execution, delivery and recording of General Warranty Deed and/or instrument or instruments, satisfactory to our attorneys, and proper and valid tc vest title in Purchaser above named. (Grantors who are married persons to be joined by their spouses if necessary in the opinion of our attorneys and in all cases satisfactory evidence of the capacity and authority of the grantor is to be furnished.) Item 4. Evidence, satisfactory to our attorneys, of the payment of all bills for labor and material for construction of improvements or repair of improvements on che land described herein above. Item 5. Payment to our company for the account of the seller of the full proceeds of che agreed sales price and proratinns made and compliance with the company's usual closing requirements. Item 6. The following liens now shown outstanding and all conditions and provisions of the instrument or instru ments securing the same are to be excepted to in any Policy issued, unless they are released of record and the indebtedness **""** ptid: None Iren) 7. Ochs mitten which muir be dirpoeed at tt the time of or before itaimre of Owner'. Policy: _Proper corporate resolutions authorizing sale and purchase of subject property. SECTION B (Martas to be excepted from policy coverage) Item I. All lien*, covenants, condition*, reservations or other matters affecting tick to land herein above deathbed, recognized or created in the deed to the Purchaser: Item 2. All restrictive covenants affecting the property. None of record. Item $. Any discrepancies, conflicts or shortages in area or boundary lines, or any encroachments, or any overlapping of improvements. Item 4, Taxes for the year. . .197.^ . and subsequent years, not yet due and payable. Item 3. Rights of patties in possession and visible, but unrecorded easements. Item 6. Any defect, lien, encumbrance or ocher nurters affecting title to the land described hereinabove which may arise subsequent to the date hereof. Item 7. Specific exceptions as to liens, easements, outstanding mineral and royalty interests, etc, which will be shown as exceptions in the Owner's Policy as follows: SEE RIDER ATTACHED HERETO AND MADE A PART HEREOF SECTION C (General Provisions) Upon compliance with the ride requirements shown under Section A hereof, we will issue to said purchaser our OWNER'S TITLE POLICY on the form then prescribed by the Board of Insurance Commissioners of the Sure of Texas in an amount equal to the actual consideration paid or secured to be paid, including liens, described in the Policy whether giver or assumed or otherwise existing, subject to the exceptions shown under Section B hereof. This commitment is issued for use only in connection with captioned sale and is non-sssignabie. Liability hereunder is contingent upon payment of the premium prescribed by the Board of Insurance Commissioners for rhe policy herein committed for and this commitment shall become null and void upon the issuance of said policy or thirty (30) days from the dare hereof, whichever ia earlier. This binder is delivered and accepted upon the understanding that you have no personal knowledge or intimation of any defect, objection, lien, or encumbrance affecting said premises other than those shown herein, and your failure to disclose such information shall render this binder and any policy issued based thereon, null and void as to such defect, objection, lien or encumbrance. This binder shall nor be valid until countersigned by a duly authorized officer or agent of Lawyers Title Insurance Corporation and is issued upon the following additional conditions 1. That subsequent to the date and hour hereof, as indicated below, nothing has been filed or has transpired and nothing has come tc our knowledge which would, in the opinion of our artomeys, affect the title to the land m question or the capacity or authority of the above named seller to convey it. The use of the singular form in this instrument includes also the plural when necessary to indicare the thought in* tended to be conveyed. Countersigned ar: Iajuyers Title Insurance Corporation Houston, Texu thi, 2nd , d,y of . . October 19*13 . ,t 8:00 o'clock M. LAWYERS TITLE COMPAHY OF H0UST0H Secntuy. // By Authorised Office oc Agent 015568 I: I3CECTIS at the paint of inttrsectioa of the center line of State r.iri'fsy Ko. ljl (Hattle-To-- Food) oni tor center lies of a 60 ft. root fcnn.-a ta Hiller CucsiT f.cei u.i paint also being io the vest line of tie Arthur KrCcrrici: Surrey A-to, Henris County, Tanas, and in the Vest line of Trent A of that certain deed froa K. S. Adam, Jr., d/b/a F.io hands Oil Con?any to Phillips Jotroleun Company, dated Agril 1, 1956/ end filed for record under County Clerk's file So. iS'SoS"77 in Ecrria County, Texas, said point beins K 22J' V jYio.o feet froa the Southvest corner of said Tract A; THEECE If 87 23' E vlth the center line of said Killer Cutoff Food 3003.9 feet to a point in the East line of said Tract A; IHEKCZ S 20 55' V vlth the east lioe of said Tract A 2193-9 feet to c 3/b" i-00 rod the northeast corner of a 3-51 acre tract conveyed to Houston Lighting "d Fever Corprny by Eelle A. Crapo et'al Kerch 10, 1952. recorded in Tol. 2119, PS- 52l of the Deed Records of fierrie County, Taxes; `I'.nn-'E s 87 33* V vlth the north lice of cold Fouston lighting end Pover Company tract, 2133-1 -c-- to a point in the center line of State Eigbvay 154, said point being olco in the vest line of the Arthur KcComick Survey end in the Vast line of the ahove-nentlcned Trent A; TE-'iCE n 2 29' V vlth the center lias of raid state Elgnmgr J7I3I end the vest line of Tract A, 2010.0 feet to toe place of beginning, containing 113.63 cares core cr leas. Trent IT; E231T2fll~ at a 3/1 inch iron rod set in the east line of Tract A, referred to in Tract I described above end S 20 55' V 61.7 feet froa the Southeast corner of said Trent I, and being also the southeast c--nor of that certain 3.34 core tract conveyed to Houston Ligating --* Fr.-r Ccnaioy ay -c--- A. Crano et al . by deed dniud :isrcn 10, 1J50, reuurosi -- .0-. 2-LJ, ;g. of the Deed Records of Earrts County, fauna; TafftCS 3 20 55' V vlth tka east line of said Tract A, 3157-1 feet to a 1-1/2 inch galvanlnad iron p.'te vlth cn aluminum cap; T2TXS S 83 05' V 870.1 feet to a 1-1/2 inch gaivanined iron pins vlth ah 1 `-i cap set in vest line of sail Thitt A ani on the southern extension of tha center line of State uignvmy #131; TBZTC2 5 2 29* V vlth the vest line of sail Tract A and vith the center lice of State Eighvay ljl ooi taa sou-.hura entinslon thereof, 2Bit.6 feet to a point la lie vooosrn attonatna of the south line of the said Houston Lighting aaa ?tar Conpaay 3.51 acre Irani, eaid point being also 5 2 23' 2 75.0 feet froa the southvest corner of the shove described Tract I; TSECS H 87 33* E vlth the south line of 6ald Houston lighting Pover Coopany 3.5I acre tract and the vestrrn er.tenslcn thereof, 2100.3 feet to the place of beginning containing 56.06 acres core or less. LESS. SAVE AND EXCEPT THEREFROM, HOWEVER, THE FOLLOWING: 'a> 0.69 acres conveyed to Karris County Houston Ship Channel Navigation District by deed recorded in Volume 3691, f-age 591 of the Deed Records and 0.689 acres having been subsequently conveyed to Humble Oil and Refining Company by deed recorded in Volume 3736, Page 161 of the Harris County Deed Records. (h) 2.7I1 acres conveyed to Harris County Houston Ship Channel Navigation District by deed recorded in Volume 3691, Page 595 of the Harris County Deed- Records. (c) 2.152 and 1.11 acres both of vhich vere conveyed to Humble Pipe Line Company by deed recorded in Volume 7l52, Page 203 of the Harris County Deed Records. (d) That portion of subject property lying vithln the boundaries of Texas State Highvay 131 (Battleground Road) and Miller Cutoff Road. I 015569 SECTION B, Item 7: (a) Visible and apparent easements, the existence of which. do not appear of record. (b) Not withstanding the foregoing, any policy issued will be made subject to the following: (1) Subject to the reservation by Phillips Petroleum Company of: (a) An easement containing 11.36 acres, more or less, being 100 feet vide along the East line and the South line of Tract I, and (b) An easement containing I*.51 acres, more or less, being 50 feet wide along the East and South property lines of Tract II and in deed recorded in Volume 3133, Page 361 of the Harris County Deed Records. A non-exclusive easement for drainage purposes along the East 50 feet of both tracts I and II was granted to Celanese Corporation and Texas Alkyls by Phillips Petroleum Company in deeds recorded in Volume 3317, Page 405 and Volume 3712, Page 10C, respectively of the Harris County Deed Records. (2) Right of way easements all granted to Houston Lighting ! Power Company, the location of same being attached to each of the grants recorded in Volume 572, Page 511, Volume 5359, Page 38, Volume , Page 40^ and Volume 6388, Page 596, all in the Harris County Deed Records and by instrument filed September 28, 1972 under Clerk's File No. D700084, F.C. 150-1*0-1137 of the Official Public Records of Real Property of Harris County, Texas. (3) Pipe line right-of-way easement 10 feet wide, granted to Warren Petroleum Corporation by instrument recorded in Volume 2292, Page 570, Harris County Deed Records, same having been subsequently quitclaimed to the Navigation District by deed recorded in Volume 3691, Page 589, Harris County Deed Records. (1*) Pipe line right-of-way easement granted to Warren Petroleum Corporation by instrument recorded in Volume 2292,Page 576 Karris County Deed Records. (5) 20 foot pipe line right-of-way easement granted to Phillips Petroleum Company by instrument recorded in Volume 311*9, Page 28, Deed Records and same having been subsequently quitclaimed to Navigation District by deed recorded in Volume 3691, Page 509, Harris County Deed Records. (6) 30 foot pipe line right-of-way granted to Humble Oil 4 Refining Company by instrument recorded in Volume 1059, Page 159 of the Deed Records, the westerly portion of which was quitclaimed to the Navigation District by deed recorded in Volume 3691, Page 619 of the Harris County Deed Records. (7) Pipe line rights-of-way granted to Humble Pipe Line Company by instruments recorded in Volume 5312, Page 10 and Volume 7452, Page 203 of the Harris County Deed Records. (8) Right-of-way easements granted to Harris County Houston Ship Channel Navi gation District by instruments recorded in Volume 5210, Page 1*16 and Volume 5210, Page 421 of the Harris County Deed Records. (9) Right of way easement granted to T 4 N.0. RR Co. by instrument recorded in Volume 3695, Page 649, Deed Records and subsequently assigned to the Navigation District by instruments recorded in Volume 3691, Page 611 and Volume 3691, Page oJ5, of the Harris County Deed Records. (10) Pipe line rights of way granted to Phillips Petroleum Company by instruments recorded in Volume 3559, Page 139, Volume 3559, Page 136, Volume 5061, Page 293, Volume 5628, Page 358 of the Harris County Deed Records. (11) Pipe line right-of-way granted to Phillips Chemical Company by instrument recorded in Volume 3433, Page 168 of the Deed Records and assigned to Phillips Petroleum Company by Instrument recorded in Volume 5312, Page 413, of the Harris County Deed Records. The original grant to the Chemical Company indicated the existence of other lines held by Phillips along the Western portion of Tract II and plats in our possession reflect lines held by Texas Alkyls. The easement grants could not be found of record but exception is being taken to all the lines in place. (12) Pipe line rights-of-way granted to United Gas Pipeline Co. being 30 feet in width, each, and recorded in Volume 2350, Page 295 and Volume 2376, Page 268, of the Harris County Deed Records. (13) An easement for meter station granted to United Gas Pipe Line Company by instrument recorded in Volume 7882, Page 11, Harris County Deed Records. (14) Unlocated pipe line right-of-way easements of undisclosed width granted to Texas Eastern Transmission Corporation by instruments recorded in Volume 1905, Page 249 and Volume 1985, Page 256 of the Harrs County Deed Records. (15) Cathodic Protection Easement granted to Texas Eastern Transmission Corporation by instrument recorded in Volume 3889, Page 317 of the Harris County Deed Records. (16) A 20 foot and a 16 foot pipe line right-of-way granted to Gulf Oil Corpora tion by grants recorded in Volume 2323, Page 119 and Volume 2337, Page 131, res pectively of the Harris County Deed Records. (17) 30' pipe line right-of-way easements granted to Shell Pipe Line Corporation by instruments recorded in Volume 1261, Page 737 and Volume 1261, Page 730 of the Deed Records, the latter having been quitclaimed to Phillips Petroleum Company by deed recorded in Volume 3697, Page 593 of the Harris County Deed Records. (CONTINUED) 015! I SECTION B, Item 7 (Continued): (18) Pipe line right-of-way granted to Shell Pipe Line Corporation hy instrument recorded in Volume 3696, Page 691 of the Harris County Deed Records. (19) Unlocated pipe line right of way easements of undisclosed width granted to Defense Plant Corporation by instruments recorded in Volume 1273, Page 365, Volume 1282, Page 552, and Volume 1300, Page 96 all in the Harris County Deed Records. MINERAL RESERVATIONS: (a) l/8th of all the oil, gas and other minerals on, in, under or that may be produced from subject property reserved as a royalty, free from the cost of production, in each of the deeds recorded in Volume 2650, Page 55, Volume 2650, Page 70 and Volume 2650, Page 73 all in the Harris County Deed Records. Subject to any zoning regulations in the City of LaPorte. 015571 t SECTION B (Matters to be cgtpcmi from policy coverage) lam 1. AD Item, covenant*, mndirinn*, prwmrmni or other maims affecting cute o hod herein above tacogniwd or aaud in cbo deed to cbe Purchaser. Icon 2. AD maiairt mi i mini effecting cbe property. Hone of record. Item ). Any dteoepeoda, mnflirts or dmtregei in ere* or boundary lines, or ear encroachments, or ear overlapping Item A Tua for cbe ynr--197.V .... ad subsequent yeui. not yet due and payable. Item 5. Rights of parties ia pnaaminet end visible, but unrecorded imetnents Item 6. Aar defect, lien, encumbrance or other marren affecting tide to the lead dcKribed hereinabove which mar fiat subsequent to the dace hereof. Item 7. Specific errepbocu u to liens, esaemous, outstanding mineral and rortitr iaterteo, etc, which will be ibowa as eereptioas ia tbe Owner's Policy as follows: SEE RISES ATTACHED HERETO A5D MADE A PART HEREOF SECTION C (General Provisions) Upon compliance with tbe title requirements shown under Section A hereof, we will issue to said purchaser our OWNERS TITLE POLICY an tbe form then prescribed br the Board of Insurance Commissioners of the Stite of Texes in sa imaim equal to the actual consideration paid or secured to be paid, including liens, described in the Policy whether given or swiuneri or otherwise existing, subjee* to the exceptions shown under Section B hereof. This commitment ia isaued for use only in connection with captioned ole sad is non-assignable. Liability hereunder is contingens upon payment of the premium prescribed by the Board of Insurance Commissioners for the policy hettin committed for tad this commitment shell became null and void upon the issuance of said policy or thirty (30) days from the data hereof, whichever is earlier. Tbit binder it delivered and accepted upon the understanding that you have no personal knowledge or intimation of toy defect, objection, lien, or encumbrance affecting said premises other than chose shown herein, and your failure to diadnee asch mformation shall render this binder and any policy issued baaed thereon, null and void as to such defect, objection, lien or encumhtanre This binder shell not be valid until countersigned by s duly authorized officer or agent of Lawyers Title Insurance Corpncadoo and is anted upon the following additional conditions: 1. That subsequent m the dare and hour hereof, as indicated below, nothing has been filed or has transpired and nochicg has come to our knowledge which would, in the opinion of out uaotneys, affect the title to the land in question or the opacity or authority of the above named teller to convey it. Tbe use of the singular form in this instrument includes also the phaal when necessary to indicate the thought in tended n be conveyed. Countenigped at: lajoyere Title Insurance (prpcratlon Houton*................................................ , Teaaa this .. Jay of October lj73........ ir 8;00 o'clock A.'M. LAWYERS TITLE COMPART OF HOUSTOH Saoacary. 7./A. <! l. nedOf&f or Agent 015572 Trrct I; EECUCTIS at tie paint or intersection of the center lies or State Highway Ho. 134 (Hittic-round Hoad) tod the ceater Una of a 60 ft. road Hsawa u Miller Cutoff Road (aid point also being In the vest line of tie Arthur KsCcrr^eU Survey A-46, Earrla County, Senas, and In the Vest line of Tract A of that certain deed, frea K. S. Adams, Jr., d/b/a Rio Hondo Oil Company to rhlliipa Ictroleun Ccepmy, dated April 4, 1956, and filed for record under County Clerk'a file Ho. IS`SOS'77 In EotIo County, Texan, (aid point being U 229' V 37id.o feet from the Southveat corner of (aid Tract A; raaiCE H 87 23* E vlth the ceater line of said Killer Cutoff Road 3003.9 feet to a point In the Seat line of cald Tract A; THEKCE S 20 53* V vlth the east line of aald Trrct A 2193.9 feet to a 3/4" Iron rod the oertheest corner of a 3.34 acre tract conveyed to Houston Lighting and Hover Corotoy by Eelle A. Crapo et el Kerch 10, 1932, recorded In Vol. 2419, pj. 524 of the Deed Records of Karris County, Texas; TitFTiT s 870 33' If vlth the north line of said Houston Lighting . and Pover Carpcay tract, 2133*4 feet to a point In the center line of State nighvay 154, said paint being also in the vest line of tie Arthur KeCoroick Survey and In the Vest line of the above-mentioned Tract A;. ' `r(.i.'E R 2 29' V vlth the center line of cald state Elghvuy 134 and the vest line of Tract A, 2010.0 feet to the place ' of beginning, c>w*ain(ng 118.63 acre* Bare cr lets. Tract IX: ESnCTw r.t a 3A Itch Iren rod set In the east line of Tract A, referred to in Tract I described ebove end S 20 55' V 81.7 feet free the Southsast corner of cald Tract I, end being also the southeast emreer of that certain 3*54 sore tract crrrryed to Houston Lighting aai Hover C=rsny by Dells A. Crtna et_ai . by deed duted Ilsrtn 10, 15;2, recnr-trl ~c . 0-. i-*~3j Hi* of tha Leed Records of Karris County, Texas; T32IC2 3 20 55* V vlth tha east line of sail Tract A, 2CJ7-1 feet to a 1-1/2 Inch etlrealted iron pipe vlth an altni tun eapj nsiCS S 83 05* V 870.4 feet to a 1-1/2 Inch galvanised Iron pips vlth an aluhlrua cep set in vest line of sail CTt-es A and on tha southern extension of tha center Una of State iigavay . #134; 5S3C2 B 2 29* V vlth the vest line of said Tract A and vihh tha ceater line of State Highway #134 and tin soathara enten sion thereof, 2334.6 feet to a point la th: ventern nntnnsica of the south line of the said Houston Lighting end Hr-ar Coopmy 3.34 aoru tract, said point being also S 2J 1}' 3 75.0 feet fron tha southwest corner of tie above described Tract I; '.-ar-r-a h 87 33* S vlth the south line of said Houston Lighting and Pover Cornany 3.34 acre tract and tha vestern e.:nsnaion_ __ thereof, 21C0.3 feat to the place of beginning containing >6.co acres core or less. LZS3. SAVE AID EXCEPT THEREFROM.' HOWEVER. THE FOLLOWING: W0.69 acres conveyed to Harris County Houston ShipChsnnel navigation District by deed recorded In Volume 3691, Page 591 of the Deed Records and 0.689 acres having been subsequently conveyed to Humble Oil snd Refining Company by deed recorded In Volume 3736, Page 164 of the Harris County Deed Records. (b) 2.741 acres conveyed to Harris County Houston Ship Channel navigation District by deed recorded in Volume 3691, Page 595 of the Harris County Deed Records. (c) 2.452 and 1.44 acres both of which vere conveyed to Humble Pipe Line Company by deed recorded in Volume 7452, Page 203 of the Harris County Deed Records. (d) That portion of subject property lying vlthin the boundaries of Texas State Highway 134 (Battleground Road) and Miller Cutoff Road. j j j | ' t v v 015573 I SSCTIOH B, Item 7: () Visible and Apparent easements, the existence of vfaich. do not appear of record. (b) Sot withstanding the foregoing, any policy issued will be made subject to the following: (1) Subject to the reservation by Phillips Petroleum Company of: (a) An eaionent containing 11.36 acres, more or less, being 100 feet vide along the East Una and the South line of Tract I, and (b) An easement containing U.51 acres, more or less, being SO feet vide along the East and South property lines of Tract XI and In deed recorded In Volume 3133, Page 361 of the Harris County Deed Records. A non-exclusive easement for drainage purposes along the East SO feet of both tracts I and II vas granted to Celanese Corporation and Texas Alkyls by Phillips Petroleum Company In deeds recorded In Volwe 3317, Page U05 and Volume 3712, Page 100, respectively of the Harris County Deed Records. (2) Right of vay easements all granted to Houston Lighting i Power Company, the location of same being attached to each of the grants recorded In Volume $72, Page 511, Volume 5359, Page 38, Volume 5*4*0, Page 1*02 and Volume 6388, Page 596, all In the Harris County Deed Records and by instrument filed September 28, 1972 under' Clerk's Pile Ho. D700081*, P.C. 150-1*0-1137 of the Official Public Records of Real Property of Harris County, Texas. (3) Pipe Una rlght-of-vay easement 10 feet vide, granted to Varren Petroleum Corporation by instrument recorded in Volume 2292, Page 578, Harris County Deed Records, same having been subsequently quitclaimed to the Navigation District by deed recorded in Volwe 3691, Page 589, Harris County Deed Records. (U) Pipe line rlght-of-vay easement granted to Varren Petroleus Corporation by Instrument recorded In Volua 2292,Page 576 Harris County Deed Records. (5) 20 foot pipe line rlght-of-vay easement granted to Phillips Petroleum Company by instrument recorded in Volute 311*9, Page 28, Deed Records and same having been subsequently quitclaimed to navigation District by deed recorded in Volume 3691, Page 589, Harris County Deed Records. (6) 30 foot pipe line rlght-of-vay granted to Humble Oil It Refining Company by . instrument recorded in Volume 1059, Page 159 of the Deed Records, the vesterly portion of which vas quitclaimed to the Navigation District by deed recorded in Volume 3691, Page 619 of the Harris County Deed Records. (7) Pipe line rlghts-of-vay granted to Humble Pipe Line Company by instruments recorded In Volume 5312, Page 10 and Volume 7**52, Page 203 of the Harris County Deed Records. (8) Rlght-of-vay easements granted to Harris County Houston Ship Channel Navi gation District by Instruments recorded In Volume 5210, Page bl6 and Volume 5210, Page 421 of the Harris County Deed Records. (9) Right of vay easement granted to T A N.0. RR Co. by instrument recorded in Volume 3695, Page 6U9, Deed Records and subsequently assigned to the Navigation District by instruments recorded in Volume 3691, Page 611 and Volume 3691, Page 15, of the Harris County Deed Records. (10) Pipe line rights of vay granted to Phillips Petroleum Company by instruments recorded in Volume 3559, Page 139, Volume 3559, Page 136, Volume 5061, Page 293, Volume 5628, Page 358 of the Harris County Deed Records. (11) Pipe line rlght-of-vay granted to Phillips Chemical Company by Instrument recorded In Volume 3433, Page 168 of the Deed Records and assigned to Phillips Petroleus Company by instrument recorded in Volume 5312, Page 413, of the Harris County Deed Records. The original grant to the Chemical Company indicated the existence of other lines held by Phillips along the Western portion of Tract XI and plats in our possession reflect lines held by Texas Alkyls. The easement grants could not be found of record but exception Is being taken to all the lines in place. (12) Pipe line rlghts-of-vay granted to United Gas Pipeline Co. being 30 feet In vldth, each, and recorded In Volume 2350, Page 295 and Volume 2376, Page 266, of the Harris County Deed Records. (13) An easement for meter station granted to United Gas Pipe Line Company by Instrument recorded In Volume 7882, Page 11, Harris County Deed Records. (lU) Unlocated pipe line rlght-of-vay easements Of undisclosed width granted to Texas Eastern Transmission Corporation by instruments recorded In Volume 1985, Page 249 and Volume 1985, Page 256 of the Harrs County Deed Records. (15) Cathodic Protection Easement granted to Texas Eastern Transmission Corporation by Instrument recorded in Volume 3689, Page 317 of the Harris County Deed Records. (16) A 20 foot and a 16 foot pipe line rlght-of-vay granted to Gulf Oil Corpora tion by grants recorded in Volume 2323, Page 119 and Volusw 2337, Page 131, res pectively of the Harris County Deed Records. (17) 30* pipe line rlght-of-vay easements granted to Shell Pipe Line Corporation by Instruments recorded In Voluae 1261, Page 737 and Volume 1261, Psge 738 of the Deed Records, the latter having been quitclaimed to Phillips Betroletsn Company by deed recorded In Volume 3697, Page 593 of the Harris County Deed Records. j I (CONTINUED) 015574 1 SECTION B, Itea 7 (Continued): (18) Pipe line right-of-way granted to Shell Pipe Line Corporation hy instrument recorded in Volume 3696, Page 691 of the Harris County Deed Records. (19) Unlocated pipe line right of way easements of undisclosed width granted to Defense Plant Corporation by instruments recorded in Volume 1273, Page 365, Volume 1282, Page 552, and Volume 1300, Page 96 all in the Harris County Deed Records. MINERAL RESERVATIONS: (a) l/8th of all the oil, gas and other minerals on, in, under or that may be produced from subject property reserved as a royalty, free from the cost of production, in each of the deeds recorded in Volume 2650, Page 55, Volume 2650, Page 70 and Volume 2650, Page 73 all in the Harris County Deed Records. Subject to any zoning regulations in the City of LaPorte. 015575 2GB/av laiuyers Title Insurance Corporation A STOCK COMPANY 1 HOME OFFICE -- RICHMOND, VIRGINIA OWNER'S TITLE POLICY BINDBl 1 w " nwrmmnri TO- Salviy Corporation IN R: Sale bf......... Celaneee Corporation .. TO Salray Corporation , Sella ........................................................., Purchaser la amneaion with sn order placed wich us for an OWNER'S TITLE POLICY, based upoa the sale referred to above, we submit the following preliminary report snd Owner s Tide Policy Binder. We have approved tide in Celaaeae Corporation, a Delaware corporation in Hew York, Hew York to the following described land, and improvements affixed thereto which by law constitute teal property: Two tracts of land in the Arthur McCormick Survey, Abstract L6, in Harris County, Texas, more particularly described by metes and bounds on tbe attached Exhibit. SECTION A SUBJECT TO: Item t. Taxes tod Aasrwments. We mutt be furnished with evidence, satisfactory to our attorneys, reflecting pay ment of ell tuas and assessments. Item 2. We must luve evidence, satisfactory to us, that no person occupying the property or aoy portion thereof owns or rlaima any interest therein, either personally or by right of another, adverse to the Seller named above. Item 3. Execution, delivery and recording of General Warranty Deed and/or instrument or instruments, satisfactory to our attorneys, and proper and valid to vest title in Purchaser above named. (Grantors who are married persons to be joined by their spouses if necessary in the opinion of our attorneys and in all cases satisfactory evidence of the capacity and authority of the grantor is to be furnished.) Item 4. Evidence, satisfactory to our attorneys, of the payment of all bills for labor and material for construction of improvements or repair of improvements on the land described herein above Lem 3. Payment to our company for the account of the seller of the full proceeds of the agreed sales price and prorattoos made and compliance with the company's usual closing requirement Item 6. The following liens now shown outstanding and all conditions and provisions of the instrument or instru ments securing the same an to be excepted to in any Policy issued, unless they am released of record and the indebtedness Hone lean 7. Other i i which mm be disposed of sc the rinse of or befont in t of Owner's Policy: Proper corporate resolution! authorising rale and purchase of subject property I I HOUSTON PLANT BATTLEGROUND ROAO ELANESE PLASTICS COMPANY October 4, 1974 Gentlemen: As announced in the press on September 25, Celanese Corporation and Solvay & Cie, S.A. have reached an agreement in principle for the sale by Celanese of its high density polyethylene (HD-PE) business, including its HD-PE manufacturing operations at Deer Park, Texas. We expect that the sale will take place during October 197*1. I shall continue as Plant Manager, and Solvay has asked all of the employees to continue working at the plant in the employ of Solvay. It is proposed that effective as of the date of sale Solvay be substituted for Celanese in all respects under the agree ment with you referred to above, with no other changes or variations whatever, and with Solvay having the same rights, obligations and duties that we have thereunder. Since Celanese will not, after such sale, continue to engage in the HD-PE business, and since Solvay will become the owner of our Deer Park_plant, we believe that it is proper for Solvay to be substituted for Celanese under the agreement Accordingly, we enclose for execution by you an agreement providing for the substitution of Solvay for Celanese under the agreement referred to above. You will observe that the forms pro vide that such substitution shall take place only upon the effective date of our sale to Solvay. It is expressly provided In that Sub stitution Agreement that the agreement between your company and Celanese will continue until the sale is completed, at which time Solvay will automatically be substituted for us under said agreement which will continue in effect. CELANESE PLASTICS COMPANY > BOX 1000. DEEP PARK. TEX. 77S3# TELEPHONE: 71J--79-23Bl A OIVISION OP CELANESE CORPORATION 015577 Page Two ELANESE The enclosed Substitution Agreement provides that, if the sale by Celanese is actually made to a wholly-owned subsidiary of Solvay, rather than to Solvay directly, then that subsidiary will be the company that is actually substituted for Celanese under the present agreement with you, provided Solvay guarantees full perform ance of such subsidiary under the agreement Celanese now has with your company. If the enclosed Substitution Agreement is acceptable, please secure execution in triplicate and return all executed copies to me in the enclosed return envelope. Celanese and Solvay (and its subsidiary if the sale is to its subsidiary) will then execute the Substitution Agreement and date the same although the substitution of Solvay or its subsidiary for Celanese will become effective only when and if the contemplated sale to Solvay or its subsidiary actually occurs. Promptly after execution by Celanese and Solvay, we will send fully executed copies to you. If you have any questions regarding the matter, or if you desire to discuss it further with me, please call. Solvay is a diversified chemical manufacturer with head quarters in Brussels, Belgium. Its net sales in 1973, according to its annual report, were equal to U.S.$1.5 billion. Should you wish further information about Solvay, please let me know and I shall arrange to have them send you their annual report. Both Solvay and Celanese hope to complete the sale at the earliest possible date, and we will notify you promptly when the sale is completed. Since there is a vast number of details which must be handled to complete the sale as scheduled, your cooperation and prompt return of the enclosed agreement will be greatly appreciated. Yours very truly, CELANESE PLASTICS COMPANY, a division of Celanese Corporation LEE:lm Ends. By ___________________ _________________ L. E. Emge, Plant Manager 015578 I SUBSTITUTION AGREEMENT THIS SUBSTITUTION AGREEMENT entered into this day of , 197 . between Celanese Corporation, a corporation (hereinafter referred to as "Celanese") and Solvay & Cle, S. A., (hereinafter referred to as "Solvay"), and (hereinafter referred to as ), WITNESSETH: WHEREAS, Celanese and Solvay have reached agreement for the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the high density polyethylene (HD-PE) facilities of Celanese at Deer Park, Texas; and WHEREAS, the parties hereto desire that, upon such sale and assignment, Solvay (or a wholly-owned subsidiary of Solvay with Solvay's guarantee of performance) assume all of the duties and obligations of Celanese, and be substituted for Celanese, under the hereinafter described contract ; NOW, THEREFORE, in consideration of the premises, and of the agreements herein contained, Celanese, Solvay and agree as follows: 1. Effective upon, but only upon, the completion of the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the HD-PE business of Celanese at Deer Park, Texas (the time and date of which are herein called the "Sale Date"), Solvay (or a wholly-owned subsidiary of Solvay) shall be automatically substituted for Celanese as a party to the following described contraet : and thereafter Solvay (or a wholly-owned subsidiary of Solvay) shall have and succeed to all of the rights and privileges of Celanese thereunder, shall be obligated to observe and perform all obligations and d.utles of Celanese thereunder and shall otherwise be subject to and bound by all the terms and provisions thereof to the same extent that Celanese is subject thereto and bound thereby immediately prior to such substitution. 015579 ( 2. Upon the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanese as provided in Section 1 above, Celanese shall have no further rights, privileges, obligations or duties whatever under the contract 3. Except as provided in Sections 1 and 2 above, the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanese as a party to the contract shall not modify or vary any term or provision thereof or any of the rights, privileges, obli gations or duties of any party thereto. 4. This Substitution Agreement shall be and become binding and effective only when executed by all of the parties hereto. 5. In the event that Solvay'elects to have the HD-PE business of Celanese purchased by a wholly-owned subsidiary of Solvay, then each reference to "Solvay" in Sections 1 through 3 inclusive of this Substitution Agreement shall be deemed to. refer to the wholly-owned subsidiary to which the contract are trans ferred by Celanese to the same extent as if each such reference to Solvay was a reference to such subsidiary, but in any such event, Solvay hereby unconditionally guarantees to the full and faithful performance and observance of the contract by its wholly-owned subsidary. IN WITNESS WHEREOF, Celanese, Solvay and have caused this Substitution Agreement to be executed in triplicate as of the day and year first above written. ATTEST: Secretary CELANESE CORPORATION By Vice President ATTEST: Secretary SOLVAY .4 CIE, S.A. By Vice President ATTEST: Secretary By. Vice President 015580 Draft 9/20/74 CONTRACT FOR SALE AND PURCHASE ETHYLENE CELANESE CORPORATION NEW YORK, NEW YORK AS SELLER AND AS BUYER 015581 . THIS CONTRACT entered into as of the day of ..197^, by and between CELANESE CORPORATION, a Delaware corporation with an office in New York, New York, hereinafter referred to as "Seller", and , a Delaware corporation with an office at , hereinafter referred to as "Buyer", WITNESSETH: In consideration of the premises and of the mutual benefits to Buyer and Seller, the parties hereto agree as follows: 1. QUANTITY Seller hereby agrees to sell and deliver and Buyer hereby agrees to purchase, receive, and/or pay for, during the period, on the terms and conditions and at the price hereinafter stated, ethylene (here inafter sometimes referred to as the "Product") which Seller may acquire from others or itself produce, for use in Buyer's plant located on Buyer's industrial tract in Deer Park, Texas, in the following quantities: A. Basic Quantities Calendar Year Quantity, Millions of Pounds From the date of this contract through balance of From January 1 until the an niversary date of this contract in 1974 1975 1976 1977 1978 1979 -- 150 150 150 150 __ __ B. Additional Quantities do :Vr-on. " mode to tht` certain agreement between the 015582 parties hereto, bearing the same date as this contract, relating to the conversion of ethylene into high density polyethylene ("HD-PE"). Should Celanese Corporation elect under that agreement to have less than the full quantities of HD-PE converted for it, it will then sell to Buyer hereunder, subject to the terms and conditions hereof, an amount of ethylene equal to the difference between the quantity of ethylene Celanese Corporation actually supplies under that agreement for conversion into HD-PE and the following quantities: Calendar Year Quantity, Millions of Pounds From the date of this contract through the balance of From January 1 until the an niversary of this contract in 1974 1975 1976 1977 1978 1979 50 50 63 77 (a proportionate share of 90) In addition to the foregoing quantities, should Seller at \ any time during the term hereof have more ethylene than it needs. Seller shall give Buyer a right of first refusal on such excess ethylene for a period of ^7 ^ days from the date of mailing notice thereof to Buyer. If Buyer within that period notifies Seller in writing that Buyer wishes to purchase all' or part of such excess ethylene, that amount shall be sold to Buyer subject to the terms and conditions of this contract except that the rate of de livery shall be as agreed upon by the parties and the price shall be the highest price then being paid by Seller to any of its non- affiliated ethylene suppliers. .2 PERIOD OF CONTRACT This contract shall be effective from the date hereof until it expires 60 months thereafter. 3. SPECIFICATIONS All of the Product to be sold and purchased hereunder shall meet the specifications therefor set forth in Exhibit A attached hereto and by this reference made a part hereof as fully as though herein set forth at length. Should the Product delivered to Buyer fail at any time to conform to the specifications set forth in said Exhibit A, either party shall promptly notify the other party of any such failure. If, at any time, and from time to time. Seller is ujjable to deliver Product * Vs* specifications, Buyer may at its election either (i) reject any Product not conforming to such specifications, or (ii) accept any deliveries of such off-specification Product as Seller shall have available. The term of this contract shall not be ex tended by the length of time of any period or periods when Seller is unable to deliver Product meeting the specifications. H. DELIVERIES Deliveries of Product hereunder shall be made into Buyer's pipeline at, and the point of delivery shall be, at the point of con nection with Seller's pipelines or pipelines arranged for by Seller, located just inside the boundary of Buyer's said industrial tract at Deer Park, Texas. Title to the Product shall pass from Seller to Buyer at said point of deliveries. -3- 015584 Buyer shall have no responsibility or liability on account of anything, which may be done, happen, or arise with respect to Product before delivery and Seller shall have no responsibility or liability on account of anything which may be done, happen, or arise with respect to Product after delivery. Seller shall bear all costs of transporting the Product to said point of delivery and Buyer shall similarly bear all such costs of transporting the Product from said point of delivery to the point of use by Buyer. Such deliveries shall be made at the pressure designated by Buyer, but not exceeding ^ pounds per square inch gauge. Seller or Seller's designee shall install, or have installed, maintain and operate at said delivery point, suitable meters where by the volumes o Product delivered by Seller to Buyer at said de livery point shall be measured and the temperatures and pressures recorded, and Buyer shall grant to Seller or Seller's designee all necessary rights and easements for the installation, maintenance, operation, and removal of said meters. Buyer, if it so elects and gives notice of such election to Seller, shall have the right to ob serve the periodic recalibration of said meters of Seller or Seller's designee, such recalibration to be made, at Seller's expense, as often as necessary but no less than once each month. Buyer may, at its option, and at its sole cost and expense, install check meters at said points of connection and, in the event it does so. Seller will furnish Buyer with information to permit Buyer to duplicate Seller's meters. The volume of Product delivered by Seller to Buyer hereunder for each day shall be determined by reference to daily readings of Seller's said meter and for this purpose, a day shall be -li- 015585 construed to extend from 8:00 a.m. on one day to 8:00 a.ra. on the next succeeding day; and correction factors and calculations from such meter readings for the purpose of determining the daily quantities of Product delivered hereunder shall conform with procedures mutually agreed upon by the parties. Such daily quantities shall be converted to pounds of Product in accordance with the methods set forth in Exhibit B at tached hereto and by this reference made a part hereof as fully as though herein set forth at length. It is contemplated that deliveries of the Product hereunder shall be made in approximately equal daily installments; provided, however. Seller shall not be obligated without its consent to deliver more than 27-5 percent of the annual quantities hereunder in any one calendar quarter year less quantities affected by planned annual shutdowns of either party which each shall endeavor to coordinate with the other and to keep to a minimum. In the event representatives of the parties hereto are unable to agree (i) on whether any Product delivered hereunder meets the specifications set forth in Section 3 hereof, or (ii) on the measure ment of any Product delivered hereunder for which provision is made in this Section or (iii) on the determination of pounds of Product delivered hereunder in accordance with Exhibit B; such tests, measurements and/or determination of pounds of Product shall be made either by Chas. Martin Inspectors of Petroleum, Inc. or E. W. Saybolt & Company, as the party requesting such test, measurements and/or de termination of pounds of Product'may elect or such other recognized referee as may be agreed upon by the parties. The decision of such referee with rasp: -i to ouch matters shall be final, conclusive, and _r_ 015586 binding on each of the parties hereto and the charges of such referee shall be borne equally by them. 5. PRICE The delivered price of Product sold hereunder shall be an amount equal to the weighted average of the delivered Gulf Coast prices paid by Seller for ethylene it purchases from non-affiliated third parties. Such weighted average price shall be computed monthly by Seller and the computations shall be certified at the end of each calendar year' during the term of this contract by Peat, Marwick, Mitchell & Co. 6. ESTIMATES On or before the 10th day of each March, June, September, and December that this contract shall be in force and effect, Buyer shall give to Seller written notification of Buyer's estimated requirements of Product which Buyer intends to purchase from Seller hereunder, during the next succeeding calendar quarter year (by months) and the following three calendar quarter years (by quarter vsarsl . ^Buvgj--efra-Td--ad sn -Cixrni sh with i t- g estimate of Bujw'a l uqulrements' for succeeding rfidar No such estimate, furnished for Seller's in formation only, shall in any way alter the rights or obligations of either party as set forth in this contract. 7. PAYMENT Payment by Buyer for Product sold and purchased hereunder shall be made to Seller at its office in New York, New York, or any other U.S. location designated in writing by Seller, on the following terms: the full invoice amount (without discount) within ten days -6- 015587 after receipt of invoice. Seller shall have right to assess a de linquency charge at a rate of one percent per month on each invoice not paid within the period specified. It is agreed that Seller may decline to make deliveries of the Product under this contract, except for cash payable on delivery, whenever Seller, for any reason, shall have any doubt as to Buyer's financial responsibility and shall so advise Buyer, whereupon Buyer shall have the privilege of satisfying Seller as to Buyer's financial responsibility. If Seller is so satisfied, deliveries may be resumed hereunder on the terms provided in the first sentence of this Section 7. Seller may exercise its rights under this section at any time and from time to time during the continuance of this contract. 8. CLAIMS No claim of any kind, whether as to Product (whether or not conforming to specifications) delivered or for nondelivery of Product, and whether or not based on negligence, shall be greater in amount than the purchase price of the Product in respect of which such claim is made. In no event shall Seller be liable for special, in direct, or consequential damages, whether or not caused by or re sulting from the negligence of Seller. 9. NOTICES All notices provided for herein shall be considered as properly given if in writing and delivered personally or sent by United States mail duly directed to the post office addresses of the parties hereto: -7- 015588 9 SELLER BUYER Celanese Corporation 1211 Avenue of the Americas New York, New York 10036 Attention:_____________________ or at such other address as either above-named party shall from time to time designate for the purpose by a Registered or Certified letter addressed to the other party. The date of service of a notice served by mail shall be the date on which such notice is deposited in a United States Post Office at place of mailing, properly addressed with postage prepaid and duly registered or certified with return re ceipt requested. 10. FORCE MAJEURE No failure or omission by either of the parties hereto in the performance of any obligation of this contract (except payment by Buyer for Product delivered to Buyer hereunder) shall be deemed a breach of this contract nor create any liability for damages if the same shall arise from any cause or causes beyond the control of such party, including, but not restricted to, the following, which for the purpose of this contract shall be regarded as beyond the control of such party: acts of God; any act of Federal, state, or local government or any agency thereof; compliance with requests, OitJLccajClc*\> rules, regulations,.or orders of any governmental officer or authority fire; storm; flood; earthquake; explosion; accident; acts of the public enemy; war; rebellion; insurrection; riot; sabotage; in vasion; epidemic; ouaranfine restrictions; strike; lockout; disputes . - i ' . c rc-r. c: vi : r. (howsoever arising or from whatever cause);. labor shortages; transportation embargoes or failures or de lays in deliveries of any product or material necessary in the pro duction and consumption of Product deliverable hereunder, including petroleum products, supplies and raw materials and ingredients, or failure or refusal by Seller's ethylene suppliers to deliver ethylene to Seller for any reason whatsoever which is beyond Seller's control. In the event that either Seller or Buyer finds it necessary to avail itself of the foregoing force majeure provisions, this contract shall not be extended thereby, but, subject to the next paragraph of this Section 12, the quantities specified hereinabove shall be ratably re duced for the period during which such force majeure may exist and Seller shall have the right to allocate its available supply of Product among its customers and its own operations in an equitable manner, taking into account each user's consumption during the preceding 90 days. Notwithstanding anything in this contract to the contrary, in the event Seller's Total Ethylene Resources, as hereinafter defined, is reduced due to force majeure as defined above, the contract quantities set forth in Section 1 shall not be reduced by any al location put into effect by Seller in accordance with the last sentence of the foregoing paragraph as long as Seller's Total Ethylene Resources in each of the following calendar years are not reduced 015590 by more than the following amounts: Calendar Year Quantity, Millions of Pounds 1975 1976 1977 1978 1979 150 140 130 120 110 In any calendar year in which Seller's Total Ethylene Resources are reduced by more than the number of pounds set forth in the table f above, the contract quanties set forth in Section 1 shall be subject to such allocation with respect to the entire reduction in Seller's Total Ethylene Resources, including the amounts in said table. "Total Ethylene Resources" shall include ethylene that is acquired from third parties for internal use or resale to Buyer or others and that which is manufactured, but it shall not include ethylene received from third parties for purposes of conversion or tolling. 11. WAIVERS The right of either party to require strict performance by the other party of any and/or all obligations imposed upon such other party by this contract shall not in any way be affected by previous waiver, forebearance or course of dealing. 12. WARRANTIES Seller warrants that all Product delivered hereunder will comply with the specifications in Exhibit A, will have been produced in compliance with the requirements of the Fair Labor Standards Act of 1938, as amended, and that Seller will convey good title thereto. THE FOREGOING WARRANTIES ARE EXCLUSIVE, AND ARE IN LIEU OF ALL OTHER WARRANTIES (WHETHER 'WRITTEN OR ORAL, EXPRESS OR IMPLIED), INCLUDING -10- 015591 WARRANTY OP MERCHANTABILITY IN-OTHER RESPECTS THAN EXPRESSLY SET FORTH ABOVE AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. 13. ASSIGNABILITY ' All of the terms, conditions, and provisions hereof shall ex tend to and be binding upon the respective parties hereto, their successors and assigns; provided, however, that neither party shall assign this contract or any interest herein without the prior written consent of the other party being first had and obtained, except that either party may, without the consent of the other, assign this contract or any interest herein to any company of which it is a subsidiary or to any of its subsidiary or affiliated companies (but in such event the party assigning shall not be relieved of its primary liability hereunder to the other party hereto), or to a corporation with which such party merges or to which such party's assets used in the performance hereunder shall be sold and conveyed during the term hereof. m. ENTIRETY OF AGREEMENT This instrument and the conversion agreement referred to in Section 1 contain the entire agreement between the parties hereto regarding the sale, purchase, and delivery of Product for Buyer's said Plant during the period provided herein, and no prior promises, agreements, or warranties, written or verbal, shall be of any force or effect unless embodied herein. No modification of this contract shall be of any force or effect unless in writing and signed by the party claimed to be bound thereby, and no modification shall be ef fected by the acknowledgment or acceptance of any pruchase orders -11- or printed forms containing different conditions. 15. APPLICABLE LAW The validity, interpretation and performance of this contract shall be governed by the law of the State of I IN WITNESS WHEREOF, this contract is executed in duplicate for each party by and through its respective officers duly authorized, as of the date first above written. ATTESTED: By ATTESTED: By ______ CELANESE CORPORATION By. SELLER By BUYER 015593 ( f! 0 EXHIBIT A SPECIFICATION'S FOB ETHYISM f!amoflnnt Ethylene, min. mol % Inerts*, max. mol % Other Olefins, max. mol % Carbon Dioxide, max, ppm JLcetylene, max. ppm ;; ' V . ^ ' Total Sulfur, max. ppm Hydrogen Sulfide, max. ppm Hydrogen, max. ppm Carbon Monoxide, max. ppm Oxygen, max. ppm Water, max. ppm Specification 99.85 0.150 0.025 -1* 15 . 1 1 5 5 5 10 Test Method- Gas Chromatography ; PPCo,. WT-66R Gas Chromatography PPCo. WT-66R Gas Chromatography PPCo. WT-66R Gas Chromatography PPCo. WT-66R 1 Gas Chromatography . PPCo. WT-66R Lamp Turbidimetric ASTI! D 1265, App.I Colormetric-Methylene Blue, PPCo. 32-52it(Revised) Gas Chromatography PPCo. \17-66R Gas Chromatography PPCo. WT-66H Ca3 Chromatography rrco. \r2-6CR Karl Fischer PPCo. 123-59R (Rev. Ill) (Modified)*-1'' * Incluck-.o only methane, ethane, and nitrogen ** Kodific-d to use high pressure sample containers 015594 X. - EXHIBIT B METHOD OF CONVERSION OF VOLUMES OF ETHYLENE TO POUNDS OF ETHYLENE The pounds of Ethylene delivered daily shall be determined in accordance with (to be supplied) 015595 i IVI . 020371x2 AGREEMENT THIS AGREEMENT, made -nd entered into as of this 1st lay ^ January, 1971, by and between PHILLIPS PETROLEUM COMPANY (hereinafter called "PHILLIPS", which era shall include PHILLIPS PETROLEUM COMPANY and its Subsidiaries), a Delaware corporation having an operating office at Sartlesviile, Oklahoma, and CEIANESE COHPORATION (hereinafter called '"LICENSEE", which term shall include CELANESE CORPORATION and its Subsidiaries), a Delaware corporation having an office at New York, New York, WITNESSETH: '' WHEREAS, PHILLIPS and LICENSEE are parties to that certain license agreement dated 7 September 1955, relating inter alia to the polyolefin process as defined therein, which Agreement has been amended by agreements dated 25 April 195S, 5 April 1960, 31 Jtnu&ry 1963, 6 September 1?63, 15 February 1966 and 1 January 1971, which certain license agreement as so amended i& hereinafter called "Said Prior Agreement": and WHEREAS, LICENSEE shall have obtained effective as of 7 September 1974. a fully-paid, nonexclusive license under the patents covered in Said Prior Agreement, as --oil as a fully-paid non-exclusive license to use information disclosed under terms of Said Prior Agreement to LICENSEE by PHILLIPS prior to 7 September 1974; and WHEREAS, PHILLIPS is continuing to do a large amount of research and development work in connection with the Polyolefin Process, Resin Modification and Polyolefin Resins, each as hereinafter defined; and 015596 WHEREAS, LICE.'5EE desires to obtain the benefit of technical information developed and patent applications filed 07 PHILLIPS on or after 7 September 1971 and relating to Polyolefin Process, Resin Modification and Pol7olefin Resins; NW, THERSPCRE, for and in consideration of the precises and other good and valuable considerations, the receipt and sufficiencj of .which are hereby acknowledged, the parties hereto agree as follows: I. DEFINITION'S AS USED MSS IN A. The tera "Polyolefin Process" shall mean the polymerization of ethylene or the interpolyaerization or copolyaerization or other Joinder of ethylene with one or more other aono- or di-olefins of not more than eight carbon ateas per molecule in the presence of a catalyst comprising silica-aluaira or catalysts containing, as an essential ingredient, chroai.ua oxide associated with at least one additional oxide of the greup consisting of silica, aluaina, zirconia, and thoria, to produce a resin of a molecular weight greater than 1,000, including, without liaiting the foregoing, (a) any processes or methods of manufacture and preparation of 3uch catalysts (including supports therefor) for use in the Polyolefin Process (but without the right to use in cither processes), or . (b) any processes or methods of separating, purifying, or stabilizing Polyolefin Resins; but the term shall not include any equipment, process or method for (a) molding or fabricating articles from Polyolefin Resins or frcm the product of Resin Modification or (b) extruding film, fibers or tubing from Polyolefin Resins or from the product of Resin Modification. Molecular weights referred to herein are weighted average molecular weights and are calculated according to the equation K = 21,500 x Nj. wherein M is the weighted average molecular weight and Si is the intrinsic viscosity as determined for a solution of 0.2 gram of the polymer in 50 cc of tetralin at 130*C. This type of molecular weight determination is described by Kemp and Peters, Ind. Eng. Chea 1106 (1913) and by Dienes and Elena, J. Applied Phys. 12, 158 (June 1916). B. The tera "Polyolefin Resins" shall mean resins produced by the Polyolefin Process. - 2 - 015597 C. The tana "Resin Modification" shall mean 1. the physical treatment of resins produced by the Polyolefin * Process whether such resins are otherwise codified or not, or * 2. the incorporation of materials, whether polyaerlc or not, in resins produced by the Polyolefin Process for the purpose of plasticizing, crosslinking, lubricating, extending, filling, blending, stabilizing, coloring, protecting the resin.froar: atmospheric oxygen, reducing static charge, or otherwise ! altering the properties or performance of the resin (but excluding irradiation and also otherwise excluding the incorporation of any aaterials which result primarily in the modification of the resin by chemical reaction therewith) and in amounts not to axceed fifty percent (.50%) by weight, when such treatment of or incorporation in such resins occurs prior to fabrication of, or sale thereof to fabricators of, finished or semi-finished articles. O. The term "Patent Rights" shall mean all claims of patents which hereafter may be owned or controlled by PHILLIPS or LICZfSES, in the sense of having the right to grant licenses thereunder without making payment therefor to others, based on patent applications filed on or after 7 September 1974 and prior to 1 January 1981, insofar and cnly insofar as the claims of such patent applications cover in whole or in part the Polyolefin Process, Polyolefin Resins and/or Resin Modification. E. The term "Territory" shall mean the territory in which United States patents are enforceable on the date of this Agreement. P. The term "Subsidiaries" shall mean all companies heretofore or hereafter organized in which PHILLIP? or IICRUSES directly or indirectly shall at the time in question own at least seventy-five, percent of the issued and outstanding stock having the right to vote for the election of directors. 015598 A. The rights and licenses granted herein, by FHILLIPS are non-transferable except as provided in Article XI hereof. No license is granted hereunder to sell to others catalysts, the manufacture or preparation of which is a part of Polyolefin Process, except to those others who are licensed under the Patent Rights of PHILLIPS to practice Polyolefin Process. B. PHILLIPS hereby grant3 to LICENSED within the Territory: 1. the non-exclusive right to use in the practice of Polyolefin Process and Resin Modification the information disclosed by . PHILLIPS in accordance with the provisions of this Agreement, and 2. a non-exclusive license under the patent Rights of FEULIPS to practice Polyolefin Process and Resin Modification and to use in such practice equipment developed therefor, and 3. a non-exclusive license under the Patent Rights of PHILLIPS to use and sell Polyolefin Resins and resins produced by Resin Modification. C. PHILLIPS further grants to LICENSE in all countries foreign to the Territory (1)a non-exclusive right to use in the practice of Resin Modification except where prevented by Spanish patents the information disclosed by PHILLIPS in accordance with the provisions of this Agreement, and (2) a non-exclusive license under the Patent Rights of PHILLIPS to practice Resin Modification (except under Spanish patents), and (3) a non-exclusive license under the Patent Rights of PHILLIPS to use and sell Polyolefin Resins and resins produced by Resin Modification. D. Nothing in this Article II shall be construed as either requiring FdUlZrS to grant licenses or rights received from third parties under an injunction of secrecy or without the right to sublicense; provided, however, that, in the event PHILLIPS obtains a license under a third party patent relating to the subject matter hereof and for which PHILLIPS must pay a consideration, PHILLIPS will attempt to obtain from auch third party an agreement to grant LICENSES a license under the same patent.for no less favorable consider ation. " 015599 : i. , HI. GRANT 0? LICENSE TO PHILLIPS LICENSES here'07 grants to PHILLIPS a royalty-free, nonexclusive (non-transfaraole except as provided in Article XI hereof) license to practice the ?ol7olefin Process and Resin Modification and to use and sell the products thereof under all of LICZNSEE's Patent Eights throughout the world, with the right to grant sublicenses to those others v.ho grant to PHILLIPS conparable licenses inuring to the benefit of LICENSEE. * IV. ' PARENTS A. As consideration for the disclosure of technical information and the grant of licenses to LICENSES hereunder, LICENSES shall pay to PHILLIPS an amount that is one- fourth cent ($0.0025) multiplied by the number of pounds of Polyolefin Resins produced by LICENSES after 7 September 1974 and during the term of this Agreement; provided, however,that such amount shall not exceed (1) One Hundred Thousand Dollars ($100,000) for such Polyolefin Resins produced during such 1974 period or (2) Three Hundred Thousand Dollars ($300,000) for such Polyolefin Resins produced during any calendar year after .1974. Pay ment for such Polyolefin Resins produced during the first six months of ary calendar year shall be made in July of such year. Payment for such Polyolefin Resins produced during the last six months of any calendar year'shall be made in January immediately following such calendar year. 3. AH payments herein are expressed in and shall be paid in United States currency to PHILLIPS at Bartlesville, Oklahoma. V. REPORTS AND AUDITS A. In January and July of each calendar year during the term of this Agreement (and in January immediately following the last calendar year during the term of this Agree ment), LICENSEE snail furnish to PHILLIPS a written statement duly signed in behalf of LICENSEE showing the number of pounds of Polyolefin Resins produced after 7 September 1974 by LICENSES during the six months immediately preceding such January or, July and certifying that LICENSEE has made any and all payments then due and payable to PHILLIPS under the pro visions of Article IV hereof, The report provisions of this paragraph A shall not apply to Polyolefin Resins produced by LICENSES hereunder during such 1974 period in excess of -5- 015600 forty million (40,000,000) pounds or during any calendar year (after 1974) in excess of one hundred twenty million (120,000,000) pounds. LICENSEE nay waive entirely the provisions of this paragraph A in respect to such 1974 period if LICENSEE'S payments therefor equal One Hundred Thousand Dollars ($100,000) and in respect to any year (after 1974) for which LICENSEE'S royalty payments equal Three Hundred Thousand Dollars ($300,000). B. During the term of this Agreement and for a period of one (1) year there after, PHILLIPS shall have the right, at any time during usual business hours, to inspect' and audit, through an accountant chosen and paid by PHILLIPS and acceptable to LICENSEE, the books and records of LICENSEE for the purpose and to the extent necessary to determine royalties due under this Agreement in respect to LICENSEE's operations for not more than two calendar years preceding the date of audit. These audit provisions shall not apply to 1974 if LICENSEE'S royalty payments hereunder for that year equal One Hundred Thousand Dollars ($100,000), nor shall they apply to any calendar year (after 1974) for which LICENSEE'S royalty payments hereunder equal Three Hundred Thousand Dollars ($300,CC0). 71. EXCHANGE OF TECHNICAL INFORMATION A. During the period extending from 7 September 1974 through 31 December 1930, PHILLIPS and LICENSEE shall exchange with one another, from time to time, with reasonable promptness, full technical information developed during such period and relating to the Polyolefin Process, Polyolefin Resins and Resin Modification and owned, controlled, cr acquired by such parties; provided, however, that nothing herein contained is to be con strued as requiring either party to transmit to the other party technical information received from third parties under an injunction of secrecy and not known to or in the possession of the party receiving such information at the time of receipt thereof from said third parties. B. Each party shall have the right, during the period extending from 7 September 1974 through 31 December 1930, to inspect the operation of the Polyolefin Process as practiced in the other party's plant or plants. These rights to inspect shall be at readable periods and during regular business hours and shall include the right to 015601 _i_ receive full technical information concerning such operation including,- without limitation, information concerning raw materials consumed, -utility requirements, yields and quality -,of products produced, operating conditions and manpower requirements. VII. SSCRECT A. Each party covenants and agrees that it will until the date that is fifteen (15) years after termination of this Agreement or until 31 Decoaber 1995, whichever date is later, take all reasonable steps to keep secret and confidential all technical informa tion relating to the Polyolefin Process, Polyolefin Resins and Resin Modification, communicated to it by another party under this Agreement except as hereinafter provided in this Article VII. of /PZ&-- B. PHILLIPS may disclose to any licensee ta PHILLIPS, under similar seerscy requirements, technical information received by PHILLIPS from LICENSES under tne provisions of Article VI of this Agreement if such licensee agrees to make similar technical information from it available to LICENSEE. C. Each party agrees to take all reasonable steps to insure that the technical information received under this Agreement is treated as confidential by its employees. Each party agrees that the other may disclose to any contractor or engineering firm at any time employed by it or in its behalf to render services in connection with the Poly olefin Process or Resin Modification technical information disclosed to it by the other party under this Agreement, provided that the party making such disclosure first requires that such ccntractor or engineering firm enter into a written agreement to safeguard the confidential nature and secrecy of said technical information. D. For all purposes of this Article VII: 1. Information which is published or becomes of general knowledge . from sources other than the party receiving the same hereunder shall from such time forward be relieved from the terms of --"these secrecy provisions. 015602 2. Nothing contained herein shall be construed as preventing ary party hereunder from utilizing or disclosing in any way it sees fit drawings, specifications, know-how or technical information of any kind which it na7 legitimately and lawfully now have or nay so acquire in the future as a result of its own investiga tions or operations or from sources other than the other party or the agents or representatives of the other party, or b. from disclosing to custonsrs and potential customers infor mation relating to the production of useful products from ' Polyolefin Resins and/or Resin Modification. E. Termination of the provisions of this Article VII shall also operate to terminate the provisions of Article X of Said Prior Agreement. VIII. WAIVERS AMD MODIFICATIONS It is -understood that this Agreement and Said Prior Agreement contain the anti.e agreement between the parties hereto relating to the Polyolefin Process, Poly* olefin Resins and Resin Modification. Neither party shall be bound by any agreements, covenants or warranties made by its agents or employees, or any other person, unless such agreements, covenants and warranties shall be reduced to writing and signed by it. The failure of either of the parties at any time or times to require performance by the other of any provision hereof shall in no manner ax'fect the right of the first-mentioned party ..thereafter to enforce the same. The waiver by either of the parties of any breach of any provision hereof shall never be construed to be a waiver of any succeeding breach of such provision or a waiver of the provision itself. H. FORCE XAJrjRZ No failure or emission by PHILLIPS or by LICENSES in the performance of any obligation of this Agreement (except payments by LICDISE3 hereunder) shall be deemed a breach of this Agreement nor create any liability if the same shall arise from any cause - s - 015 or causes beyond the control of PHILLIPS or LICENSES, as the case may be, including, but not restricted to, the following, which for the purposes of this Agreement shall be re- garded as beyond the control of the party in question: Acts of God; acts or omissions of any government or any agency thereof; compliance with requests, recoaiendations, rules, regu lations or orders of any governmental authority or any officer, department, agency or instrumentality thereof; fire; storm; flood; earthquake; accident; acts of the public enemy; war; rebellion; insurrection; riot; sabotage; invasion; quarantine restrictions; strike; lockout; disputes or differences with workmen; trans- . portation embargoes or failures or delays in transportation. I. TERM AND TERMINATION A. This Agreement, unless sooner terminated as herein provided, shall extend from the date first above written through 31 December 1930 and shall then expire without notice. Upon such .expiration of this Agreement, and provided LICENSEE is not in default of any payment due to FHILLIPS, the licenses granted herein by PHILLIPS shall automatically become fully paid and irrevocable upon the completion of all 6uch payments when due. 3. In the event of the default or failnr: by LICEISEE to mala any payments herein provided when due or to perform any of the terms, covenants or provisions of thi3 Agreement to be dona and performed by LICENSES, LICENSEE shall have thirty (30) days after the giving of written notice by PHILLIPS of such default within which to correct such default. If such default is not corrected within the said thirty (30) day period after notice as aforesaid, PHIILIPS shall have the right, at its option, to cancel and terminate this entire Agreement and license; provided, however, that such termination shall not constitute a waiver of the right of PHILLIPS to any sums due and payable by LIC3ISZE at the time of such termination. C.^ PHnilPS shall have the right, at its option, .to cancel and terminate this I 015604 entire Agreement and license in the event that LICENSsj. shall become involved in insolvency, t dissolution, bankruptcy or receivership proceedings affecting the operation of LICENSEE'S business, or in the event that LICENSES shall discontinue its business for any reason. D. In January of 1975 sod in January of each subsequent year during the tern the /'AiS-- of this Agreement, PHILLIPS will notify LICENSES in writing in the event and manpower^ budgeted by PHILLIPS for research and development in the field of Polyolefin Process and Resin Modification during the calendar year in which such notification is given is less than one half (50$) of the manpower budgeted by FrflLLIPS in such field for 1970; in such event, LICENSE shall have the option to terminate this Agreement as of the beginning of the calendar year during which such notification is given by PHILLIPS, provided that LICENSEE must exercise its option by giving written notice to PHILLIPS prior to the end of February of such calendar year. Upon such termination by LICENSEE of this Agreement, and provided that LICENSEE 13 not in default of any payment due to PHILLIPS, the licenses granted herein by FHILLIPS shall automatically become fully paid and. irrevocable upon the completion of all such payments when due. E. No termination or expiration of this Agreement shall constitute a termina tion or a waiver of any right of either party against the other accruing at or prior to the time of such termination, nor shall it affect the obligations of either party arising out of the provisions of Article VII. XI. ASSIGNABILITY This Agreement shall be binding upon and shall inure to the benefit of PHILLIPS and its assigns -and successors in interest, and shall be binding upon and shall inure to the benefit of LICENSEE and the successor to its entire business and good will, but shall not otherwise be assigned by LICENSEE without prior. approval by PHILLIPS being first *i obtained in writing. ' - 10 - 015605 m. law This Agreement shall be construed according to the lavs of the State of New York, United States of America. HU. ADDRESSES For the purposes of payments, reports and notices herein set forth, the following addresses shall be used unless changed by written notification to the other party: Phillips Petroleum Company ' Celanese Corporation Licensing Division Attention: Secretary Bartlesville, Oklahoma 74004 ' 522 Fifth Avenue Bev York, New York 10036 HV. HOST PA70RZD LICENSEE PROVISION ^f PHILLIPS shall, after the date of this Agreement, grant to any third party other than a Subsidiary of PHILLIPS a license of substantially the same scope in the United States to use the Polyolefin Process at royalty rates lower than those specified in Article IV hereof, PHILLIPS will promptly notify LICENSES of the grant of such license and LICENSEE shall be entitled to the benefit of such lower royalty rates in respect of operations on and after the date that royalties first accrue under such license, but only for so long as such lower royalty rates shall be available to such third party. For the purpose of the foregoing, in determining any such rates granted to a third party, "royalty rate" shall be restricted to the royalty rate recited in the payment clause of any agreement granting such license, except that reasonable value shall be assigned to any license or right granted to PHILLIPS by such third party (other than the "comparable licenses" referred to in Article III hereof). The provisions of this Article HY.' shall not apply to (1) licenses granted as part of an exchange of patent rights involving 015606 ? i.:. 9 substantially all of PHILLIPS' United States patents in substantially all'fields,' or (2) licenses granted when the royalty rate therefor is affected by governsent decree. EXECUTED as of the day and year first above written. ATTEST: "0istant Secretary *U PHILLIPS PETROLEUM COMPANX By /*- '9T7- 1^ .^'. Vice President ' ?>'i ATTEST: At-i>*Ton'T 'j.r.rit CELANESE CORPORATION /Pcr~J' Vi f i l^rci id t-n> 015607 - 12 CT#130U7l. BGB/e* I lawyers Title Insurance rporation ^ A STOCK COMPANY 1 HOME OFFICE -- RICHMOND, VIRGINIA OWNER'S TITLE POLICY BINDER t to gy. ngraiafTTOn TO. Sftlvqf Corporation....................... ................................................................. IN RE: Sale bf. . CcXanase -Corporation........ .................................................. ...Seller TO Salvay Corporation . . ............, Purchaser la rnmwrrinQ with ea order placed with us for an OWNER S TITLE POLICY, based upon the sale referred to above, we aihfflir the following preliminary report and Owner's Title Policy Binder. We lave ode in Celaneae Corporation, a Delaware corporation in Hev York. Hev, York.......................................... to the following described land, and improvements affixed thereto which by law constitute real property: Two tracts of land In the Arthur McCormick Survey. Abstract 46, In Harris County. Texas, morn particularly described by metes and bounds on the attached Exhibit. i | SECTION A SUBJECT TO: Item 1. Taxes and Aaaesncno. We must be furnished with evidence, satisfactory to our attorneys, reflecting pay* Item 2. We must have evidence, satisfactory to us, chat no person occupying the property or any portion thereof owns or aay interest therein, either personally or by right of another, adverse to the Seiler named above. Ibww 3. Execution, delivery and recording of General Warranty De*d and/or instrument or instruments, satisfactory to our attorneys, and proper and valid to vest title in Purchaser above named i Grantors who are married persons co be joined by Thr*r if necessary in the opinion of our attorneys and in all cases satisfactory evidence of the capacity and authority of the grantor is to be furnished.) Item 4. Evidence, satisfactory to our attorneys, of the payment of all bills for labor and material for construction of improvements or repair of improvements on the laod described herein above. Item 5. Payment co our company for the account of the seller of the full proceeds of the agreed sales price and proratioas made and compliance with the company's usual dosing requirements. Item 6. The following liens now shown outstanding and all conditions and provisions of the instrument or instru ments securing the same are co be excepted co in any Policy issued, unless they are released of record and the indebtedness *eural P"* lose Item 7. Ohs mm which muit be diipaeed of et the tune of or before iewience oi Ownei'i Boiicy: ^Proper corporate resolution! authorizing sale and purchase of subject property. 015608 SECTION B (Mutto to be nrrpred from policy cartage) In I. An tf"*. *--mpp.iFinni nr arit mma tffmerm/ ritU m lend Vrui hn nynl or ocned ia the deed to die Poreheoer. Item 2. Ail amna .Herring die property. None of record. Item 3. Any diecteponrie^ mnflim or thorago in tree or boundary lino, or any enooacbmena, or any overlapping of improvement!. Item 4 Tree, fat tbe year ... 197.1*.... and rubtequenr yean, not yet due and payable. Item 3. nigh** of parda in poaMtaion and visible. but unrecorded rearmmra Item 6. Any defect, y encumbrance or other matters affecting title to the land described hereinabove which may arise subsequent to the date hereof. Teem 7. Specific as to liens, easements, outstanding mineral and royalty interests, etc, which will be hown as rarqabn in the Owner's Policy as follows: SB RIDER ATTACHED HERETO AND MADE A PART HEREOF SECTION C (General Provision!) Upon t****** with the tide requirements shown under Section A hereof, we will issue ro said purchaser our OWNER'S TITLE POLICY on the form then prescribed by the Board of Insurance Commissioners of the State of Texas in an tmrxnr equal bo the actual consideration paid or secured to be paid, including liens, described in the Policy whether given or uaawii or otherwise existing, subject to the exceptions shown under Seaion B hereqf. This commitment is issued for use only in conneaioo with captioned ale and is non*aasignible. Liability hereunder is enwringrni upon payment of die premium prescribed by the Board of Insurance Commissioners for the policy herein committed for and this shall become null and void upon the issuance of said policy or thirty (30) days from the dace hereof, whichever a earlier. This hinder is delivered and accepted upon the understanding that you have qo personal knowledge or intimation of aoy defect, objection, lien, or encumbrance affecting said premises ocher than those shown herein, and your failure to diariom such information shall render this binder and any policy issued baaed thereon, null and void as to such defect, objection, lien or encumbrance. This binder dsall not be valid until countersigned by a duly authorized officer or agent of Lawyers Title Insurance Corporation and is tsued upon the following additional conditions: L Thar ntnequent to the dace and hour hereof, as indicated below, nothing has been filed or has transpired and nothing has come to our knowledge which would, in the opinion of our attorneys, affca the tiele to the land m question or the capadry or authority of the above named seller to convey it. The use of the lingular form in this instrument includes also the plwl when Decenary to indicate the thought in- lawyers Title Insurance Corporation this .. 2nd........dfy ^ October , Texas 19.73......... U........... 8:00 O'clock A- M. LAWYERS TITLE COMPAHY OF H0UST0H 0 President. acoerary. B7. M Office at Agent 015609 Trrct It EEGBCTC at tie point of Intersection of the center line of . - State Highway Ko. 1J4 (Battleground Road) cad toe ceater Una or a 60 ft. road known ai Killer Cutoff Road ssid point alto being la the vet line of tie Arthur KcCcrnict Survey A-46, Earrlf County, Tenet, and in the Ve*t line of Trent A of that certain deed from K. S. Adana, Jr., d/b/a nlo Hondo Oil Ccapany to HUlllpa Petroleum Cccpeny, dated April 4, 1956, anl filed for record under County Clerk'e file Vo. lfSoS"77 In Hcrrla County, Texas, said point being K 229' W HLO.O feet from the Southveat corner of (aid Tract A; T3EKCE K 87 23' E vlth the ceater line of (aid Killer Cutoff Road 3003.9 feet to a point In the Eaet Use of cadd Tract A; TgEI.CE S 20 55' V vlth the cent line of aid Trent A 2193.9 feet to a 3/4" Iron rod the northeast corner of a 3-54 acre tract conveyed to Houston Lighting end Paver Cocmssy by Belle A. Crepo et al parch 10, 152, recorded In Vol. 2119, pg. 524 Of the Deed Recorde of Harris Covnty, Texas; msmm s 670 33 > v vith the nerth Una of cold Houatoa Lighting and Rover Ccnary tract, 2153-4 feet to a point In the center line of State Highway #131, Said point being also In the vest line of the Arthur KeCumiek Survey and In the Vest line of the above-aentioned Tract A;. tbtjhb IT 2 29' v vlth the center Una of r.nid State Ilnray #134 tad the vest line of Tract A, 2010.0 feet to the place ' of beginning, containing 113.63 ceres core cr less. grant II; E23imj.- at a 3/4 loch Iren rod set In the east line of Tract A, referred to in Tract I described above end S 20 55' V 81.7 feet free the Southeast eernsr cf cold Tract 1, end being also the southeast crcn of that certain 3oi c~e tract nmveyevt to Hcustna Ligating ail pever C=raay ay Ceils A. Craca et_ai . by deed dated lUrcn 10, 1932, reaarasl -- 1 ^'-5, 7g ;a* of the Deed SecccrU of Harris Ctuaty, Tsuaj; Tssnc2 S 20 55* V vlth the east Una of said Tract A, 307-1 feet to a 1-1/2 lash galvaalted iron pipe vlth sa ad.ua; .va cap; TEDC3 S 83 05* V 870.4 feet to a 1-1/2 Inch gilvnnined iren pipe vlth an aluminum cap set In vest line of sail Crus A nni on the southern retagston of the center Una of State Highway #134; THSJC3 a 2 29* W vlth the vest line of said Trnct A and vlth the center line cf State Highvuy yl54 and tan ssuthsra entcasloa thereof, 2334.6 feet to a paint in tie vestsra cntcajica of the south line of the said Houston Lighting end 7c."tr Coepaay 3.54 sire bast, said point being ads a S c? 29' 3 75.0 feet froa the southveat corner of the shove described Tract Ij . 53ESCB H 87 33* S vlth the south line of 6ild Eonstta Lighting and Paver Carpany 3*64 acre tract and tie vaster: entersica thereof, 2LC0.3 feat to the place of beginning containing 36.86 acres Bare or less. LESS. SAVE AND EXCEPT THEREFROM, HOWEVER. THE rOILOWISG; CD 0-69 acres conveyed to navigation District by deed Harris County Houston Ship Channel recorded in Volume 3691, Page 591 of the Deed Records and O.689 acres having been subsequently conveyed to Humble Oil and Refining Company by deed recorded In Volume 3736, Page 164 of the Harris County Deed Records, 12) lb) 2.741 acres conveyed to Harris County Houston Ship Channel navigation District by deed recorded in Volume 3691. Page 595 of the Harris County Deed Records. <*) (c) 2.452 and 1.44 acres both of vhich vere conveyed to Humble Pipe Line Ccnrpany by deed recorded in Volume 7452, Pege 203 of the Harris County Deed Records. (d) That portion of subject property lying within the boundarie of Texas State Highway 134 (Battleground Road) and Miller Cutoff RO&de I r 015610 SECTION B, Item 7: Visible and apparent easements, the existence of which. do not appear of record. Hot withstanding the foregoing, any policy Issued will he made subject to the following: (1) Subject to the reservation by Phillips Petroleum Company of: (a) An easement containing 11.36 acres, more or less, being 100 feet vide along the East line and the South line of Tract I, and (b) An easement containing 4.51 acres, more or less, being 50 feet vide along the East and South property lines of Tract II and In deed recorded in Volume 3133, Page 36l of the Harris County Deed Records. A non-exclusive easement for drainage purposes along the East 50 feet of both tracts I and II vas granted to Celanese v Corporation and Texas Alkyls by Phillips Petroleum Company in deeds recorded in Volute 3317, Page 405 and Volume 3712, Page 100, respectively of the Harris County Deed Records. (2) Right of vay easements all granted to Houston Lighting b Power Company, the location of same being attached to each of the grants recorded in Volume 572, Page 511, Volume 5359, Page 38, Volume 5440, Page 402 and Volume 6388, Page 596, all in the Harris County Deed Records and by instrument filed September 28, 1972 under Clerk's Pile Ho. D700084, P.C. 150-40-1137 of the Official Puhlie Records of Real Property of Harris County, Texas. (3) Pipe line right-of-way easement 10 feet vide, granted to Warren Petroleum Corporation by instrument recorded in Volume 2292, Page 578, Harris County Deed Records, asms having been subsequently quitclaimed to the navigation District by deed recorded in Volume 3691, Page 589, Harris County Deed Records. (4) Pipe line right-of-way easement granted to Warren Petroleum Corporation by instrument recorded in Volume 2292,Page 576 Harris County Deed Records. (5) 20 foot pipe line right-of-way easement granted to Phillips Petroleum Company by instrument recorded in Volime 3149, Page 28, Deed Records and same having been subsequently quitclaimed to Navigation District by deed recorded in Volume 3691, Page 589, Harris County Deed Records. (6) 30 foot pipe line right-of-way granted to Humble Oil b Refining Company by instrument recorded la Volume 1059, Page 159 of the Deed Records, the vesterly portion of vhlch vas quitclaimed to the Navigation District by deed recorded in Volume 3691, Page 619 of the Harris County Deed Records. (7) Pipe line rights-of-way granted to Humble Pipe Line Company by instruments recorded In Volume 5312, Page 10 and Yolme 7452, Page 203 of the Harris County Deed Records. (8) Right-of-way aaaamenta granted to Harris County Houston Ship Channel Navi gation District by instruments recorded in Volume 5210, Page 4l6 and Volume 5210, Page 421 of the Harris County Deed Records. (9) Right of vay easement granted to T A N.0. RR Co. by instrument recorded in Volume 3695, Page 649, Deed Records and subsequently assigned to the Navigation District by instruments recorded in Volume 3691, Page 6ll and Volume 3691, Page 615, of the Harris County Deed Records. (10) Pipe line rights of vay granted to Phillips Petroleum Company by instruments recorded in Volume 3559, Page 139, Volume 3559, Page 136, Volume 506l, Page 293, Volume 5628, Page 358 of the Harris County Deed Records. (11) Pipe line right-of-way granted to Phillips Chemical Company by instrument recorded in Volume 3433, Page 168 of the Deed Records and assigned to Phillips Petrolem Company by instrument recorded in Volume 5312, Page 413, of the Harris County Deed Records. The original grant-to the Chemical Company indicated the existence of other lines held by Phillips along the Western portion of Tract II and plats in our possession reflect lines held by Texas Alkyls. The easement grants could not be found of record but exception is being taken to all the lines in place. Cl2) Pipe line rights-of-way granted to United Has Pipeline Co. being 30 feet in width, each, and recorded In Voltmte 2350, Page 295 and Volume 2376, Page 268, of the Harria County Deed Records. {13) An easement for meter station granted to United Oas Pipe Line Company by instrument recorded In Volume 7882, Page 11, Harris County Deed Records. (14) Unlocated pipe line right-of-way easements f undisclosed width granted to Texas Eastern Transmission Corporation by Instruments recorded in Volume 1985, Page 249 and Volume 1985, Page 256 of the Harrs County Deed Records. (15) Cathodic Protection Easement granted to Texas Eastern Transmission Corporation by instrument recorded in Volume 3889, Page 317 of the Harris County Deed Records. (16) A 20 foot and a 16 foot pipe line right-of-way granted to Gulf Oil Corpora tion by grants recorded in Volume 2323, Page 119 and Volume 2337, Page 131, res pectively of the Harris County Deed Records. (17) 30* pipe line right-of-way easements granted to Shell Pipe Line Corporation by instruments recorded In Volme 1261, Page 737 and Volume 126l, Page 738 of the Deed Records, the latter having been quitclaimed to Phillips Petroleum Company by deed recorded in Volume 3697, Page 593 of the Harria County Deed Records. (CONTINUED) 015611 t SECTION B, Iten 7 (Continued): (18) Pipe line right-of-vay granted to Shell Pipe line Corporation by inatrunent recorded in Voluae 3696, Page 691 of the Harris County Deed Records. (19) Unlocated pipe line right of vay easements of undisclosed width granted to Defense Plant Corporation by instruments recorded in Volume 1273, Page 365, Volume 1282, Page 552, and Volume 1300, Page 96 all in the Harris County Deed Records. MINERAL RESERVATIONS: (a) l/8th of all the oil, gas and other minerals on, in, under or that may be produced from subject property reserved as a royalty, free from the cost of production. In each of the deeds recorded in Volume 2650, Page 55, Volume 2650, Page 70 and Volume 2650, Page 73 all in the Harris County Deed Records. Subject to any zoning regulations in the City of LaForte. 015612 AMENDMENT NO. 1 TO ETHYLENE CONTRACT THIS AMENDMENT NO. 1, made and entered into as of the 1st day of June, 1974, by and between CELANESE COHPORATICN, a Delaware corporation with an office at 1211 Avenue of Americas, New York, New York 10017 ("Buyer"), and PHILLIPS FETROLEUM C01?ANY, a Delaware corporation with an office in BarxlesviU", Oklahoma ("Seller"), WITNESSETH : i WHEREAS, Seller and Buyer have entered into a certain contract in writing dated January 1, 1974, providing, among other things, for the sale of certain quantities cf ethylene by Seller to Buyer in accordance with the provisions thereof, which contract shall hereinafter be referred to as "the Ethylene Contract;" and WHEREAS, Seller and Buyer desire to amend the Ethylene Contract as hereinafter provided: NOW, THEREFORE, in consideration of the premises and the mutual benefit.: fleeing to Seller end Buyer hereunder, the parties hereto agree that the first three lines of Section 5"PRICE," of the Ethylene Contract are hereby deleted in their entirety and there is hereby substituted in lieu thereof the following three lines: "Effective June 1, 1974, the base price of Product sold and delivered hereunder shall be 3*26 cents per pound provided however, this price shall be subject to adjustment as follows: ft EXCEPT as hereinabove amended, the Ethylene Contract shall continue in full force and effect according to its original provisions. IN WITNESS WHEREOF, this Amendment No. 1 is executed in duplicate by each party by and through its respective officers duly authorized as of the date first written above. ATTEST: PHILLIPS PETROLEUM CCJPAIff / 5. ATTEST: .ecretary Group Vice President -2- 015614 CONTRACT FOR SAXE AND PURCHASE ETHYLENE PHILLIPS PETROLEUM COMPANY BARTLESVILLE, OKLAHOMA AS SELLER AND CELANESE CORPORATION NEW YORK, NEW YORK AS BUYER 015615 THIS CONTRACT entered into as of the day of 'f7* . by and between FILLIPS PETROLEUM COMPANY, a Delaware corporation with an operating office in Bartlesville, Oklahoma, hereinafter referred to as "Seller," and CELANESE CORPORATION, a Delaware corporation with an operating office at 522 Fifth Avenue, New York, New York, hereinafter referred to as "Buyer," WITNESSETH: In consideration of the premises and of the mutual benefits to Buyer and Seller, the parties hereto agree as follows: 1. QUANTITY Seller hereby agrees to sell and deliver and Buyer hereby agrees to purchase, receive, and/or pay for, during the period,.on the terms and conditions and at the price hereinafter stated, ethylene (hereinafter sometimes referred to as the "Product") produced in Seller's existing ethylene production facilities near Sweeny, Texas (hereinafter sometimes referred to as "Seller's facilities") for use in Buyer's plants located on Buyer's industrial tracts near La Porte, Texas, Bay City, Texas, and Clear Lake, Texas, in the following quantities: Calendar Year Quantity. Millions of Pounds 197L 1975 2. PERIOD OF CONTRACT 965 650 This contract shall be binding upon the parties upon execution hereof; however, the provisions hereof shall become effective January 1, 197L, and shall remain in full force and effect through December 31, 1975* 015616 3. 3PECIFICATIMS All of the Product to be sold and purchased hereunder shall meet the specifications therefor set forth in Exhibit A attached hereto and by this reference made a part hereof as fully as though herein set forth at length. Should the Product delivered to Buyer fail at any time to conform to the specifications set forth in said Exhibit A, either party shall promptly notify the other party of any ouch failure. If, at any time, and from time to time. Seller is unable to deliver Product meeting the specifications. Buyer may at its election either (i) reject any Product not conforming to such specifications, or (ii) accept any deliveries of such off-specification Product as Seller shall have available. The term of this contract shall not be extended by the length of time of any period or periods when Seller is unable to deliver Product meeting the specifications.. 4. DELIVERIES Deliveries of Product hereunder shall be made into Buyer's pipelines at, and the.points of delivery shall be, at the point of connection with Seller's pipelines or pipelines arranged for by Seller existing at the date of this contract, located Just inside the boundary of Buyer's said industrial tracts near La Porte, Texas, Bay City, Texas, and Clear Lake, Texas. Celanese Pipeline Company, a subsidiary of Buyer, has a pipeline extending from Buyer's industrial tract near Clear Lake, Texas, to a location near Texas City, Texas, and Buyer hereby agrees to accept deliveries of the Product at the point or points of connection of this pipeline with pipelines belonging to others used to effect deliveries of the Product for the account of Seller. Title to the Product shall pass from Seller to Buyer at said points of deliveries. Buyer shall have no responsibility or liability on account of - 2 - 015617 Anything which may be done, happen, or arise with respect to Product before delivery and Seller shall have no responsibility or liability on account of anything which nay be done, happen, or arise with respect to Product after delivery. Seller shall bear all costs of transporting the Product to said points of delivery and Buyer shall similarly bear all such costs of trans porting the Product from said points of delivery to the point or points of use by Buyer. Such deliveries shall be made at the pressure designated by Buyer, but(a) not exceeding 600 poundsper square inch gauge at the La Porte Plant, (b)notexceeding 575 pounds per square inch gauge at the Bay City Plant, (e)notexceeding 350 pounds per square inch gauge at the Clear Lake Plant, and(d) not exceeding 1,100 pounds per square inch gauge at the Texas City point of delivery. Deliveries of Product to Buyer hereunder at the Texas City point of delivery shall not exceed 300,000,000 pounds during any calendar year. Seller shall install, or have installed, maintain and operate at eaid delivery points, suitable meters whereby the volumes of Product delivered by Seller to Buyer at said delivery points shall be measured and the temperaturee and pressures recorded, and Buyer shall grant to Seller all necessary rights and easements for the installation, maintenance, operation, and removal of said meters. Buyer, if it so elects and gives notice of such election to Seller, shall have the right to observe the periodic recalibration of Seller's eaid meters, Buch recalibration to be made, at Seller's expense, as often as necessary but no less than once each month. Buyer may, at its option, and at its sole cost and expense, install check meters at said points of connection and, in the event it does so. Seller will furnish Buyer with information to permit Buyer to duplicate Seller's meters. The volume of Product delivered by Seller to Buyer hereunder for each day shall be determined - 3 - 015618 by reference to daily readings of Seller's said meter and for this purpose, a day shall be construed to extend from 8:00 a.m. on one day to 8:00 &.m. on the next succeeding day; and correction factors and calculations from such meter readings for the purpose of determining the daily quantities of Product delivered hereunder shall conform with procedures mutually agreed upon by the parties. Such daily quantities shall be converted to pounds of Product in accordance with the methods set forth in Exhibit B attached hereto and by this reference made a part hereof as fully as though herein set forth at length. It is contenplated that deliveries of the Product hereunder shall be made in approximately equal daily installments; provided, however, Seller shall not be obligated without its consent to deliver more than 27.5 percent of the annual quantities hereunder in any one calendar quarter year. In the event representatives of the parties hereto are unable to agree (i) on whether any Product delivered hereunder meets the specifications set forth in Section 3 hereof, or (ii) on the measurement of any Product delivered hereunder for which provision is made in this Section 4, or (iii) on the determination of pounds of Product delivered hereunder in accordance with the methods prescribed in Phillips Petroleum Company's Ethylene Gas Flow Measurement Manual, dated January 1, 1963; such tests, measurements and/or determination of pounds of Product shall be made either by Chas. Martin Inspectors of Petroleum, Inc. or E. W. Saybolt & Company, as the party requesting such test, measurements and/or determination of pounds of Product may elect or such other recognized referee as may be agreed upon by the parties. The decision of such referee with respect to such matters shall be final, conclusive, and binding on each of the parties hereto and the chargee of such referee shall be borne equally by them. 015619 5. PRICE The base price of Product sold and delivered hereunder shall be 2.94 cents per pound provided however, this price shall be subject to adjust ment as follows: The price per pound of Product sold and delivered hereunder shall be subject to adjustment at the end of each accounting period beginning January, 1974 and each month thereafter during the term of this contract. An accounting period shall be a calendar month extending from 8:00 a.m. of the first day of the month to 8:00 a.m. of the first day of the next succeeding month. The price for each accounting period shall be determined by the following formula: BP + 0.365 (E-3.0) + 0.103 (3-7.77) + 0.041 (P-6.27) - A3P The terms BP, E, B, P, and AB in such formula being: BP - Base price in cents per pound ABP - Adjusted base price in cents per pound E - Seller's cost of ethane in cents per gallon for the current accounting period as determined under Seller's ethane agreement with E:-:on dated July 1, 19"3. P - Seller's established Kt. Belvieu price for propane in cents per gallon during the current accounting period. 3 - Seller's established Mt. Belvieu price for propane in cents per gallon during the current accounting period plus 1.5 cents per gallon. 6. ESTIMATES On or before the 15th day of each March, June, September, and December that this contract shall be in force and effect. Buyer shall give to Seller written notification of Buyer's estimated requirements of Product for - 5 - 015620 use in said Plants which Buyer intends to purchase from Seller hereunder, during the next succeeding calendar quarter year (by months) and the following three calendar quarter years (by quarter years). Buyer shall also furnish Seller with its estimate of Buyer's requirements for the next two succeeding calendar years. No such estimate, furnished for Seller's information only, shall in any way alter the rights or obligations of either party as set forth in this contract. 7. GOVERNMENTAL CONTROLS If the present or future interpretation of any law or governmental decree, order, regulation, or ruling under any existing or future legislation to any extent shall prevent Seller at any time from revising the price as herein provided or shall nullify or reduce said price specified herein. Seller may terminate this contract by giving Buyer 90 days' prior written notice. Not withstanding anything herein contained and in the event of such notice. Buyer and Seller agree to endeavor to secure a mutually agreeable alternative to termination. 8. TAXES Any tax (except ad valorem, franchise, and income taxes) license fee, inspection fee, or other charge imposed by any governmental authority or other agency on, or measured by gross receipts from, Product herein sold, or on the production, manufacture, transportation, sale, use, delivery, or other handling of Product or any component thereof, or on any feature thereof, or of this contract, existing at the time of any delivery hereunder, shall be added to 015621 -6 - the price then in effect hereunder and shall be paid by Buyer to Seller, if such tax, fee, or charge is required to be, or is paid by Seller. Failure of Seller to add any such tax, fee, or charge to the invoice shall not relieve Buyer of liability therefor. 9. PAYKSCT Payment by Buyer for Product sold and purchased hereunder shall be made to Seller at its office in Bartlesville, Oklahoma, or any other U.S. location designated.in writing by Seller, on the following terms: the full invoice amount (without discount) within ten days after receipt of invoice. Seller shall have right to assess a delinquency charge at a rate of one percent per month on each invoice not paid within the period specified. It is agreed that Seller may decline to make deliveries of the Product under this contract, except for cash payable on delivery, whenever Seller, for any reason, shall have any doubt as to Buyer's financial responsi bility and shall so advise Buyer, whereupon Buyer shall have the privilege of satisfying Seller as to Buyer's financial responsibility. If Seller is so satisfied, deliveries may be resumed hereunder on the terms provided in the first sentence of this Section 9. Seller may exercise its rights under this section at any time and from time to time during the continuance of this contract. 10. CLADS No claim of any kind, whether as to Product (whether or not conforming to specifications) delivered or for.nondelivery of Product, and whether or not - 7 - 015622 based on negligence, shall be greater in amount than the purchase price of the Product in respect of which such claim is made. In no event shall Seller be liable for special, indirect, or consequential damages, whether or not caused by or resulting from the negligence of Seller. 11. NOTICES All notices provided for herein shall be considered as properly given if in writing and delivered personally or sent by United States mail duly directed to the post office addresses of the parties hereto: BUYER President Celaneae Chemical Company 245 Park Avenue New York, New York IOO36 with a copy to Vice President, Manufacturing & Technical Celanese Corporation 522 Fifth Avenue New York, New York IOO36 SELLER General Manager Special Products Division Phillips Petroleum Company Bartlesville, Oklahoma 74004 or at such other address as either above-named party shall from time to time designate for the purpose by a Registered or Certified letter addressed to the other party. The date of service of a notice served by mall shall be the date on which such notice is deposited in a United States Post Office at place of mailing, properly addressed with postage prepaid and duly registered or certi fied with return receipt requested. 12. FORCE MAJEURE No failure or omission by either of the parties hereto in the performance of any obligation of this contract (except payment by Buyer for Product delivered to Buyer hereunder) shall be deemed a breach of this contract nor create any liability for damages if the same shall arise from any cause or - 8 - 015623 causes beyond the control of such party, including, but not restricted to, the following, which for the purpose of this contract shall be regarded as beyond the control of such party: acts of God; any act of Federal, state, or local government or any agency thereof; compliance with requests, rules, regulations, or orders of any governmental officer or authority; fire; storm; flood; earthquake; explosion; accident; acts of the public eneity; war; rebellion; insurrection; riot; sabotage; invasion; epidemic; quarantine restrictions; strike; lockout; disputes or differ ences with workmen (howsoever arising or from whatever cause); labor shortages; transportation embargoes or failures or delays in transportation; or exhaustion or reduction or unavailability or delays in deliveries of any product or material necessary in the production and consumption of Product deliverable hereunder, including petroleum products, supplies and raw materials and ingredients. In the event that either Seller or Buyer finds it necessary to avail itself of the fore going force majeure provisions, this contract shall not be extended thereby, but the quantities specified hereinabove shall be ratably reduced for the period during which such force majeure may exist and Seller shall have the right to allocate its available supply of Product among its customers and its own operations in an equitable manner. 13. WAIVERS The right of either party to require strict performance by the other party of any and/or all obligations imposed upon such other party by this contract shall not in any way be affected by previous waiver, forebearance or course of dealing. 34. WARRANTIES Seller warrants that all Product delivered hereunder will comply with the specifications in Exhibit A, will have been produced in compliance with the requirements of the Fair Labor Standards Act of 1938, as amended, and that Seller will convey good title thereto. THE FOREGOING WARRANTIES ARE EXCLUSIVE, AND ARE IN LIEU OF ALL OTHER WARRANTIES (WHETHER WRITTEN OR ORAL, EXPRESS OR 015624 IMPLIED), INCLUDING WARRANTY OF MERCHANTABILITY IN OTHER RESPECTS THAN EXPRESSLY SET FORTH ABOVE AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. 15. ASSIGNABILITY All of the term, conditions, and provisions hereof shall extend to and be binding upon the respective parties hereto, their successors and assigns; provided, however, that neither party shall assign this contract or any interest herein without the prior written consent of the other party being first had and obtained, except that either party may, without the consent of the other, assign this contract or any interest herein to any company of which it is a subsidiary or to any of its subsidiary or affiliated companies (but in such event the party assigning shall not be relieved of its primary liability hereunder to the other party hereto), or to a corporation with which such party merges or to which such party's assets used in the performance hereunder shall be sold and conveyed during the term hereof. 16. ENTIRETY OF AGRE This instrument contains the entire agreement between the parties hereto regarding the sale, purchase, and delivery of Product for Buyer's said Plants during the period provided herein, and no prior promises, agreements, or warranties, written or verbal, shall be of any force or effect unless embodied herein. No modification of this contract shall be of any force or effect unless in writing and signed by the party claimed to be bound thereby, and no modification shall be effected by the acknowledgement or acceptance of any purchase orders or printed forms containing different conditions. 17. PRIOR AGREEMENTS Effective January 1, 1974, the contract for sale and purchase of Product dated January 11, 1973, and all other prior agreements, written or 015625 verbal, by and between the parties hereto with respect to the sale and purchase by Buyer of Product shall be of no further force and effect. 18. APPLICABLE LAW The validity, interpretation and performance of this contract shall be governed by the law of the State of Texas. IN WITNESS WHEREOF, this contract is executed in duplicate for each party by and through its respective officers duly authorized, as of the date first above written. ATTESTED: PHILLIPS PETROLEUM COMPANY By ATTESTED: By CELANESE CORPORATION SELLER By By BUYER - 11 - 015626 EXHIBIT A SPECIFICATIONS FOR ETHYLENE Component Ethylene, min. mol % Inerts*, max. mol % Other Olefins, max. mol % Carbon Dioxide, max. ppm Acetylene, max. ppm Total Sulfur, max. ppm Hydrogen Sulfide, max. ppm Hydrogen, max. ppm Carbon Monoxide, max. ppm Oxygen, max. ppm Water, max. ppm Specification 99.85 0.150 0.025 15 15 1 1 5 5 5 10 Test Method- Gas Chromatography PPCo. WT-66R Gas Chromatography PPCo. WT-66R Gas Chromatography PPCo. WT-66R Gas Chromatography PPCo. WT-66Rt Gas Chromatography PPCo. WT-66R Lamp Turbidimetric ASTM D 1266, App.l C olormetric-Methylene Blue, PPCo. 32-52R(Revised) Gas Chromatography PPCo. WT-66R Gas Chromatography PPCo. WT-66R Gas Chromatography PPCo. WT-66R Karl Fischer PPCo. 123-59R (Rev. Ill) (Modified)-** * Includes only methane, ethane, and nitrogen ** Modified to use high pressure sample containers 015627 e / EXHIBIT B METHOD OF CONVERSION OF VOLUMES OF ETHYLENE TO POINDS OF ETHYLENE The pounds of Ethylene delivered daily shall be determined in accordance with the method outlined in the booklet entitled "Phillips Chemical Company Ethylene Gas Flow Measurement Manual as Revised January 1, 1963The methods of gas flow measurement, the methods of gas volume confutation, and the data on ethylene, ethane, methane, and acetylene densi ties outlined in the manual referred to abo\e will be controlling provided, however, that revisions in the aforesaid manual may be made at any time during the life of this contract upon agreement by both parties. 015628 EXHIBIT A I. REAL ESTATE TRACT I: BEGINNING at the point of intersection of the center line of State Highway No. 134 (Battleground P.oacl) and the center line of a 60 ft. road known as Miller Cutoff Road said point also being m the West line of the Arthur McCormick Survey A-46, Harris County, Texas, and in the West line of Tract A of that certain deed from K. S. Adams, Jr., d/b/a/ Rio Hondo Oil Company to Phillips Petroleum Company, dated April 1, 1956, and filed for record under County Clerk's file No. 1580577 in Harris County, Texas, said point being N 2 29' W 5718.8 feet from the Southwest corner of said Tract A; THENCE N 37 28' E with the center line of said Miller Cutoff Road 3003.9 feet to a point in the East line of said Tract A; THENCE S 20 55' W with the East line of said Tract A 2193.9 feet to a 3/4" iron red, the Northeast corner of a 3.54 acre tract conveyed to Houston Lighting and Power Company by Belle A. Crapo ot al March 10, 1952, recorded in Volume 2419, page 524 of the Deed Records of Harris County, Texas; THENCE S 87 33' W with the North line of said Houston Lighting and Power Company tract, 2133.4 feet to a point in the center line of State Highway No. 134, said point being also in the West line of the Arthur McCormick Survey and in the West line of the above-mentioned Tract A THENCE N 2" 29' W with the center line of said State High way No. 134 and the West line of Tract A, 2010.0 feet to the place of beginning, containing 118.63 acres, more or less. TRACT II: BEGINNING at a 3/4 inch iron rod set in the East line of Tract A, referred to in Tract I described above, and S 20" 55' W 81.7 feet from the Southeast corner of said Tract I, and being also the Southeast corner of that cer tain 3.54 acre tract conveyed to Houston Lighting and Power Company by Belle A. Crapo et al by deed dated March 10, 1952, recorded in Vol. 2419, page 524 of the Deed Records of Harris County, Texas; THENCE S 20" 55' W with the East line of said Tract A, 3097.1 feet to a 1-1/2 inch galvanized iron pipe with an aluminum cap; THENCE S 88 05' W 870.4 fc<to a 1-1/2 inch q;i 1 vani?.cd iron pipe with an aluminum cup sot in West line oC said Tract A and on the Southern extension of the center line of State Highway No. 134; THENCE N 2 29' W with the West line of said Tract A and with the center line of-State Highway No. 134 and the Southern extension thereof, 2334.6 feet to a point in the Western extension of the Soutli line of the said Houston Lighting and Power Comoanv 3.54 acre tract, said point being also S 2 29' E 75.0 feet from the Southwest corner of the above described Tract I; THENCE N 87" 33' E with the South line of said Houston Lighting and Power Company 3.54 acre tract and the Western extension thereof, 2100.8 feet to the place of beginning, containing 96.86 acres, more or less. and being--the same land conveyed to Cclanesc by Phillips Petroleu Company, hereinafter called "Phillies", by deed dated Aoril 5, 1956, recorded Volume 3133, page 361 et seq., of the Deed Records of Harris County, Texas, subject, however, to the following: (1) The easements reserved to Phillips Petroleum Comoanv and to a full one-eighth (1/8) nonparticipating royalty interest in and to all oil, gas and other minerals which are described in the above described deed from Phillips to Celanese. (2) The conveyances by Celanese and PhilliDS of a 56 foot strip of land containing 2.74 acres to Harris County Houston Ship Channel Navigation District for use for railroad purposes, said instrument being dated March 14, 1957 and recorded in Volume 3691, page 595 et seq., of the Deed Records of Harris County, Texas. (3) The conveyance by Celanese and Phillips of a 14 foot strip of land containing 0.69 acres to Harris Countv Houston Ship Channel Navigation District, said instrument being dated March 14, 1957, and recorded in Volume 3691, page 591 et sea., of the Deed Records of Harris County, Texas. (4) Conveyance by Celanese to Humble Pine Line Comoanv of two tracts of land, or.e containing 2.452 acres and the other containing 1.46 acres, toqether with the reversionary interest of Celanese in an additional strip 14 feet in width containing 0.6896 acres, said instrument being dated December 16, 196S, and recorded in Volume 7452, page 203 et seq., of the Deed of Harris County, Texas. (5) Right-of-way deed from william T. Andrews et al to Harris County Houston Ship Channel Navigation District granting the right to construct a railroad across 1.73 acres of land, being a strip 100 feet m width, said instrument beinq dated August 24, 1951, and recorded in Volume 2329, page 610 et sec., of the Deed Records of Harris County, Texas. (6) Easement from J. 3. Mine and w. R, Andrews to Houston Lighting and Power Company covering a 22 foot strip of land immediately adjoininq to the North the 3.541 acre tract owned in fee by Houston Light S Power Com.Danv and which lies between Tract I and Tract II hereinabove described, said instrument being dated October 9, 1925, and recorded in Volume 572, page 511 et seq., of the Deed Records of Harris County, Texas. i 7! Easement from J. B. Hinc ct al to Harris County grant several easements including that unon which State Highway Mo. 134 has been constructed, said instrument being dated -7ulv 3, 1928, and recorded in Volume 773, .paqe 305 et seq., of the Deed Records of Harris County, Texas. I (0) Easement for pine lino pur noses from J. 11. nine ct al to Shell Pipe Line Corporation coverj.no a strip of land 30 feet in width, said instrument beinq dated November 2, 1942, and recorded in Volume 1261, page 738 et seq., of the Deed Records of Harris County, Texas. (9) Easements to Defense Plant Corporation for pine line purposes described as follows: (a) Grantor: Guardian Trust Company, Trustee Dated: -- June 8, 1943 Recorded:" Volume 1282, oage 552, Deed Records, Harris County, Texas (b) Grantor: W. J. Howard Dated: June 11, 1943 Recorded: Volume 127 3, p'aoe 3G5, Deed Records, Harris County, Texas (c) Grantor: J. B. Hine et al Dated: June 16, 1943 Recorded: Volume 1300, paqe 96, Deed Records, Harris County, Texas and which pipe lines are also covered by the following easements to Texas Eastern Transmission Corporation: (a) Grantor: Wm. T. Andrews et al Dated : August 31, 1949 Recorded: Volume 1985, page 249, Harris County Deed Records (b) Grantor: W. J. Howard Dated: September 25, 1949 Recorded: Volume 1985, page 254, Deed Records, Harris County, Texas. (c) Grantor: Florence A. Rickenbaker et vir Dated : September 24, 1949 Recorded: Volume 1985, page 256, Deed Records, Harris County, Texas (10) Easement for pipe line purposes covering a strip of land 10 feet in width executed by William T. Andrews et al to Warren Petroleum Corporation, said instrument being dated March 23, 1951, and recorded in Volume 2292, page 576 et sea., of the Deed Records of Harris County, Texas. dl) Easement for pipe line purposes covering a strio of land 20 feet in width granted by William T. Andrews et al to Gulf Refining Company and Gulf Oil Corporation, said instrument being dated August 6, 1951, and recorded in Volume 2323, page 119 et seq., of the Deed Records of Harris County, Texas. (3?) Easement for pipe line purnoses granted by William T. Andrews et al to United Gas PiDe Line Company, said instrument being dated September 28, 1951, and recorded in Volume 2350, page 295 et seq., of the Deed Records of Harris County, Texas. (13) Easement for pipe line purposes granted by J. B. nine et al to Humble Oil 5. Refining Company coverinq a strip of land 30 feet in width, said instrument beincj dated June 8, 1937, and recorded in Volume 1059, page 159 et seq., of the Deed Records of Harris_Co.untv, Texas. 015631 . 3_ t (1^0 !'a semen l Irr electric ' 'an.sru'-.r.ion and distribution "lino fro;.t Celanese to Houston High' .no s, ''owcr Company covering a strip of land 92 feet in width a in! 110 feet in length, said instrument being dated May 27, I960, and recorded in Volume 6388, page 596 at sec]., of the Deed Records of Harris County, Texas. (15) Casement for pipe lines, pole lines, conduits, drainage ditch, railroad tracks, roadway and similar uses coverinn a strio of land containing 0.182 acres, qranted bv Cclanese to Phillips, said instrument being dated February 26, 1963, and recorded in Volume 5061, page 293 et seq., of the Deed Records of Harris County, Texas. (1C) Easement for pipe lines, pole lines, conduits, drainage ditch, railroad tracks, roadway and similar uses covering two tracts, one containing 0.0614 acres and the other 0.2139 acres, granted by Celanese to Phillips, said instrument being dated August 12, 1964, and recorded in Volume 5628, page 358 et seq., of the Deed Records of Harris County, Texas. (17) Easement for railroad purposes from Texas and Mew Orleans Railroad Company to Harris County Houston Shin Channel Navigation District, said instrument being dated January 30, 1958, and recorded in Volume 3691, page 611 et seq., of the Deed Records of Harris County, Texas. U8; Easement for pipe line purposes from J. B. `line et al to Shell Pipe Line Corporation covering a strio of land 30 feet in width, said instrument being dated February 15, 1943, and recorded in Volume 1261, page 737 et seq., of tne Deed Records of Harris County, Texas. (igl Easement from Phillips and Celanese to Shell Pice Line Corporation for pipe line purposes, said instrument being dated March 14, 1957, and recorded in Volume 3696, oage 691 et seq., of the Deed Records of Harris County, Texas. (20) Easement for electric transmission and distribution line from J. B. Hine et al to Houston Lightinq and Power Comoar.y covering a strip 22 feet in width, said instrument being dated October 9, 1925, and recorded in Volume 572, page 511. et sea., of the Deed Records of Harris County, Texas. (21) License agreement from Celanese to Houston Lightinq U Power Company covering a power line on a 50 foot scrip of land dated September 27, 1963, recorded Volume 5359, page 33 et seq., of the Deed Records of Harris County, Texas. (22) Easement from Celanese to Union Carbide Corcoration for a Nitrogen Pipe Line, approximately 748.82 feet in length, said instrument being dated November 1, 1974, and recorded in Volume , page et seq., of the Deed Records of Harris County, Texas. (27) Easement from Celanese to Phillips Chemical Comoar.y for an ethylene pipe line over a designated route within Tract -I, said instrument being dated October 22, 1957, and recorded m Volume 3433, page 168 of the Deed Records of Harris Countv, Texas, and said easement being assigned by Phillips Chemical to Philtres Petroleum Company by an Agreement dated September 25, 1963, recorded in Volume 5312, page 413 of the Deed Records of Harris County, Texas. (24) Easement from Celanese to Texas Eastern Transmission Corporation for constructing and maintaining a ninclinc cathodic protection unit, said instrument being dated November 20, 1959, and recorded in Volume 3889, page 317 of the Deed Records of Harris County, Texas. (25) Easement from Celanese to United Gas Pipeline Company to construct, maintain and operate a meter station with all appliances appurtenant thereto upon a site in Tract II, said instrument being dated January 6, 1970, and recorded in Volume 7882, page 11 of the Deed Records of Harris County, Texas. 4 015632 Any and all other easements, r iqhts-of-way and licenses of record in Harris County, Texas, ever, under or across the above described land whether or not hereinabove specifically described. Where reference is made to any instrument hereinabove and its record in Harris County, Texas, Such reference shall be deemed to be made for all purposes and to the content of each such instrument and the record thereof in its entirety. , 015633 Kxm n r r a II, PalcrJ.il t/J la u> u> la * % % % NJ fO to P* O c& N> O 1/1 CO to O 0* % bi CT O Oi I-4 w Co u> 00 l/l cn CD ID K o OJ Uf oo CO o CD CjJ fO u> 01 m I CJ * ro * c o CD 7) W ui w P * LJ o y ?i ro G' O 'sj * to '0 KHo (A ro P4 rt O 0 MU y 0 0) y n> M V** N 0p Hi rt H* N0 p- rt fl> cD 0 P Hi 0 H o - >3 IP *< Hi o P* 03 O P* P3 fl- P r+ P* 77 PC (9 ca rt <* p <: P* p* rt n ;l 3" 0 *< 0 P4 OP H rt 'd cn P 0 p P P4 ;i v s 0 Cl y 3 ft 0 oH r 0 p* P Hi M P' p h- n rt H- 3* P* 0Ho 0 ;j O3 0 v jj P4 H 0 o0 n 0 c0 3 ia a >u 0) 0 cC 3 CA a H* 3 *3 O <P* 4 :i 0 H >0 c H P* Hi Po p rt P* 0 3 0J "J V O 0 t; - H* O s v< "It 3 y 0 o >1 H ti P k- c: o 3 tl ti Q H* H 3 3" O w fti Hi o *3 pO rr K4 PK I-4 3 <O tri >< O 3* n HK p 0 O C, rr p 3 n D *.V "4* r- C, 's O HI Cj LA H 10 0 p r < o3 ,3 ft- H* w rf p 40 N H- 3 h. Jy P O a |Q 3 ff 3 ya P* rt O 3 ri- p N ii 'i 3* rt o < IA rt H oJ * CA t4 O /t 0 rt O M Hi p .'ll n, o O 3 P 3 o 3 H* rr rr p HQ O3 rr 3 O P 3 >3 o< Q. H- Hi ft p* h *0 0 3 < OO 30 h UJ U. aa h* Hi C3 3 p ttl 0 Q LA 0 P 3 - 0 a 0 H* to p* p* to 0 o Hi Ci rr rr (/) < 3" H* 17 0. P 3* (A m Q -) 3 *< D r--4 0 < h H rr vQ t~ W p* rr P* < fit o O Cj P O !-h h n 3 Q i-4 3 0 0 3 0 O (A Q Hi H o y tu u "J r r 0 O H* 0 -A 3 l- Pc 0. Qj o H o m3 i 3* H> rr Qi V* H- IA 3 ra a w a > cn < V) ro n >O p4 P rj w Cl n O H .1 X 33 * H* p0p i-* [A CJ i-- w < 0 rr p P- 0 o 0 (-* IA i C a P4 rr 3 11 H4 0 NID P- P ft 3* H4 t Pft 3 (A 3* y> N LA O h-1 Mt H >1 i-4 ID ,O. Ci N O "3 hrr 0 3 to n H P* w O H-* 5u O < P>. CT^ O 1 C' C> to ro O O n f0 3 x 0" -* .6 10 H C Oi >' * 5' C in c & p 0 p ID O' l/i X 0 < IB 1- P* IB O >1 C c. P 0 * > *tl H P` *-* S> P* UD <T> U* X '0 uc n If 0H X 1: p CA % 1/.1 p: Gi * P* W P 10 M3 O' O* *0 Hy In n c Li cr 0 Mc .1 ic Pw P p* -1 iD S r+ 0 La I la O' M p* O | CD OJ P4 10 c O 015634 I (C o n t' S e r ia l N o. 3 6 1 ,6 6 8 - C yclo n e S e p a ra to r - R.M . S p itz e n b e rg e r - f ile d Nay 18, 1973 'X3 U o V vj a\ VI Q fO C CD 7) raj rr a WOO D M0 G* O *3 wtj. th3-h* MO 0 w Ho 1 to r-{ W OC' in -3 w 0 ZT ft Hi O H* * rf > 0 C - O0. n< oH* ow D :j wO CL xH3 a o n NJ to-* CD 015635 Foreign patents to be transferred with the corresponding U.S. Patents U.S. Patent No. 2, 931,0C7 3, 021, 320 3,078,264 3,080,335 ..3,084,150 3,156,681 3, 200, 059 3,223,G88 3,207,335 3, 376, 248 Canada Patent No. Exniration Date GOO,817 709,824 6G9,675 G82,510 G88,Oil 621,869 725,263 742,197 702,061 716,647 818,650 807,222 Nov. 15, 1977 May 18, 19C2 Sept. 3, 1981 March 17, 1001 June 2,1981 June 13,1978 Jan. 4,1983 Sept. G, 1933 Jan. 19,1982 Aug. 24, 1985 . July 22, 1986 Oct. 4. 1982 ___________ Jaii an ____ Patent No. Exoiralionn.. 442, 346 Sept. 8, 197 3G1, 668 (Serial No.) 200, 128 (Application No. ) !; ' r\ l r. n ' < \ ' / 1 1 015636 OXIIIMT a III. Other Depreciable Assets to Be Listed or Identified All depreciable assets situated at or pertaining to the Deer Park, Texas HD-PE facilities of Seller or the existing HU-PE r business of Seller (with the exception of items set forth in Exhibit A-2 and other items to be excluded pursuant to Section 1.01) including, without limitation, the following: 1. site improvements such as roads, fences, drainage facilities and landscaping; 2. buildings including such appurtenances as are con sidered to be an integral part of the structure; 3. machinery and equipment; 4. furniture and fixtures; 5. automobiles and trucks owned by Celanese; 6. 161 hopper cars described more specifically in Attachment A; and 7. construction in progress. 015637 1l ATTACHMLKT A r Car Initials Anti Humberts) {Sellers Reporting Harks") CCLX " h n ti il M li ll ii it n ii ii ll ll ii li tl It ii il 500-500 510-519 520-524 535 535 537-549 700 701-702 703 704-707 700, 709 710-712 713, 714 715 716-720 721 722, 723 724-732 733 734 735-749 750-772 000-337 .Date Built lic'.v Date Rebuilt 7/67 7/67 6/60 11/60 1/70 10/60 4/70 5/70 4/70 5/70 4/70 5/70 4/70 5/70 4/70 5/70 4/70 5/70 4/70 5/70 12/70 5/72 4/73 --- ------ --- ' -- -------- Type of Car L 25-1 O'! 5638 I Exhibit A Exhibit A-l r Schedule I Schedule II Schedule III Schedule IV Schedule V r TABLE OF CONTENTS Scheduled Assets Referred to in Section 1.01 List of Prepaid and Deferred Items Being Transferred to Buyer Referred to in Section 1.01 Items Which are Excluded from Assets Being Transferred to Buyer Referred to in Section 1.01 Leases, Contracts and Other Commitments Assumed by Buyer Referred to in Section 1.02 Consents Required for the Transfer to Buyer of any of the Assets Referred to in Section 2.02 Form of Promissory Note and Guaranty Re ferred to in Section 1.04 List of All Mortgages, Liens, Pledges, Shares or Encumbrances Required under Section 2.03 Ethylene Supply Contract Referred to in Section 4.o4 Nylon Plant Operating Agreement Referred to in Section VIII High Density Polyethylene Conversion Con tract Referred to in Section 4.04 Trademark License Referred to in Section IX Form of Deed Referred to in Section 1.01 Form of Indenture of Transfer Referred to in Section 1.01 Form of Buyer's Assumption of Obligations Referred to in Section 1.02 Claims, Actions, Proceedings or Investigations Referred to in Section 2.05 Pending, Threatened or Imminent Litigation, Investigations or Threatened Work Stoppages or Labor Disputes Referred to in Section 2.06 (continued) 015639 TABLE OF CONTENTS (continued--page 2.) Lists Referred to in Section 2.07A Lists Referred to in Section 2.07B Lists Referred to in Section 2.07C m Lists Referred to in Section .2.07D Lists Referred to in Section 2.07E Lists Referred to in Section 2.01? Lists Referred to in Section 2.07G Lists Referred to In Section 2.07H Real Property Owned or Leased by Seller All letters patent, patent applications, copyrights, trademarks, service marks, trade names and licenses and rights All bonus, incentive compensation, profit sharing, retirement, pension, group insurance, death benefits or other fringe benefit plans, trust agreements or arrangements All collective bargaining agreements, con sulting agreements and employment and com pensation agreements relating to employees Pending or contemplated purchase orders or other commitments for the acquisition of property, plant ar.d equipment All contracts or commitments for conversion of ethylene and for sale of Products None Summary of Seller's pending capital approprlations 015640 / I October 9, 1974 }c 4 f i, r ERRATA NOTICE NO. 4 \ i. Insert the following amendments to the License Agree ment dated September 7, 1955 with Phillips Petroleum Company after Exhibit B: April 25, 1958; April 5, I960; January 31, 1963;September 6, 1963; and February 15, 1966. i 015641 10/10/74 ERRATA NOTICE NO. 5 H 1. Under Exhibit A-2, insert new pages 1 and 4 2. Insert new Exhibit B-la >-- 3. Insert new page 1 unde'r^Section 2.07 B 4. Insert new 2.07 E 5. Ihsert new Schedule V plus new correspondence i at end of Schedule V. 1 Copies to: L. E. Emge - 4 Head & Kendrick - 1 M. Schultz - 1 Sullivan 4 Cromwell - 3 Vinson-Elkins - 1 015642 EXHIBIT A-2 (Items Which are Excluded from Assets Being Transferred to Buyer Referred to In Section 1.01) 1. Leased Items referred to In Exhibit B. 2. Fixed Assets and Unscheduled Assets relating to the nylon operation at Deer Park, Texas. 3. Fixed Assets and Unscheduled Assets owned by Celanese Corporation or any of Its subsidiaries or affiliates which are located outside of Deer Park, Texas whether or not related In whole or in part to the manufacture, marketing and sale of high density polyethylene or nylon except certain equipment, apparatus, and other physical assets located in Seller's Summit, New Jersey facilities which Buyer shall be entitled to remove in accordance with Section VII. 4. Contracts, commitments and leases which are now in ef fect or may hereafter be put into effect (other than those referred to in Section 1.02 or attached as Ex hibits E, F and G hereto), including without limitation those relating to the purchase, sale, trade, manufacture or other acquisition or disposition of ethylene. 5. Patents and patent invention disclosure relating to films including without limitation the following: n.S. Patent Mo. Title Inventor(s) Iss.i Date 2,795*820 Treatment of Polyethylene H.J. Grow J.H. Prichard W.D. Paist June 13. 1957 2,844,731 film Treatment S. Pionsky 9. Chow A. Schneider Jull 12. 1958 2,923,964 Treatment of Surfaces of Polyethylene Resin S. Plonaky Februiry 9, 196 2,971,222 &ctrusion of Uniform Film S.N. Weissnan February 14, 1951 2.991,360 Film Treating Apparatus A. Schneider S. Pionsky Juli 1961 3,052.917 Production of Wrinkle-Free Film E.S. Han SeptOfoer 11, 1962 Patent Invention Disclosure! In draft fora for filing in U.S. Patent Office (Docket No. 5426) - Container O'. S. Xrishanbaun, E.A. Vogalfanger 015643 Numerous customers complained orally about the curtailment of sales of polyethylene by the Celanese Plastics Company. Some customers wrote letters in their own behalf concerning the curtailment. 1. The following customers have retained attorneys in connection with the decision to reduce or terminate sales of polyethylene to them, and attached are copies of correspondence between and the Celanese Plastics Company. Customer Letter ResDonse a. American Master b. Quality Plastics c. Webco d. Dougherty Bros. Co. e. Air-Lock Plastics, Inc. f. Polycon g- Camelot Plastics h. Superior Dairy 0 X X X 0 o .O 0 0 X X X X X X 0 Meetings have been held with the attorneys for another customer, Sewell, and a memorandum concerning same is attached. 2. Mr. Charles T. Almand has filed charges with the Equal Employment Opportunity Commission in Houston, Texas concerning his brief employment at the plant in Deer Park, Texas. The charges are numbered THU 4-1096 and THU 4-1260. The Commission has found that the evidence does not support either of these charges. 3. The status of the Waste Control Order No. 00544 Issued, by the Texas Water Quality Board, and the status of a NPDES Permit Issued by Region VI Office of the Environmental Protection Agency is explained in the attached letter from Head A Kendrick dated September 19, 1974. Also attached are copies of the above permits and related correspondence. 10/4/74 015644 I/ I J October 11, 197 k ERRATA NOTICE NO. 6 1. Insert new II under Exhibit A 2. Insert new Exhibit B including related documents 3. Insert new Page 5 to Exhibit 3-la I 015645 i Exhibit B 1. Diamond Shamrock Corporation dated August 19, 1970 for purchase of hydrogen gas. 2. Texas Alkyls, Inc., letter agreement dated May 19, 1970, for use of hydrogen supply pipeline. s 3. Texas Alkyls, Inc. for use of Nitrogen Supply Pipeline, letter agreement dated July 22, 19*53, as amended by letter agree ment dated September 1, 1?66, as further amended by letter agreement dated May 21, 1973. This agreement has been ex tended orally between the parties until sue* time the completion of another pipeline into the Deer Park facilities. 4. Ethyl Corporation, for Hexene-1, from January 1, 1974 to December 31, 1974, as amended for various price increases. 5. Houston Lighting & Power Company, for electricty, beginning October 2, 1972, and signed by the Celanese Plastics Company on October 27, 1972; as modified by a "First Supplemental Agreement", beginning October 2, 1972 and signed by Celanese Plastics Company on October 27, 1972; as amended by letter dated January 17, 1974. 6. Calgon Corporation, (formerly Hall Laboratories, a Division of Hagan Chemicals ard Controls, Inc.), for boiler-water containing service dated January 2, 1957. 7. Texas Alcyls, Inc. License Agreement to use metered pipes of Celanese, with the right to purchase water from Celanese, dated May 25, 1959. 8. Industrial Securities Services Corporation, for guards, dated October 1, 1969, as amended by letters dated February 12, 1973, July 25, 1974 and August 5, 1974. 9. Channel Services, Inc., for labor, dated July 1, 1970, as amended by letter agreements: (a) November 24, 1970, (b) April 21, 1971, (c) May 12, 1972, (d) September 20, 1972, (e) May 21, 1973, (f) April 17, 1974, (g) July 12, 1974, (h) July 12, 1974. 10. San Jacinto Maintenance, Inc., for maintenance and labor, dated July 1, 1970, and as amended by two letter agreements, each dated July 12, 1974. 11. United Texas Transmission Company, (formerly known as Pennzoil V Pipeline Company, the assignee of United Gas Pipeline Company), for gas, dated April 9, 1969, and amended by letters dated: (a) January 13, 1970, (b) January 21, 1972, 015646 Exhibit B (continued) (c) March 22, 1972, (d) April 1, 1974, (e) April 10, 1974, (f) April iS, 1974. (Check with Hayden Head concerning status of the Examiner's Report and recommended order in Gas Utilities Docket No. 502, Curtailment Program of Pennzoll Pipeline Company, at tached to his letter of December 31, 1973. Copies of these have been left in the Pennzoll file and have not been duplicated in the event that there are more recent pertinent documents.) 12. Phillips Petroleum Company, for commercial grade N-Pentane Purchase Order No. 070-074-64-14, "Blanket Order" dated 12/26/73, as supplemented by: (a) Supplement 1, dated 1/23/74, and (b) Supplement 2, dated 2/25/74, and (c) Supplement 3, dated 4/4/74. (Be sure we have a list, for purposes of this Exhibit and Section 2.07 E, of all purchase orders involving future payments of more than $100,000.) 13. Wanda Petroleum Company, for Iso Butane, dated September 5, 1974, No. 5155-02-11. (There is only a copy of this contract in the-file, and it is signed by Wanda but not by us. Bud Jewett included this name as a possible contract.) 14. Exxon Company, U.S.A., a Division of Exxon Corporation, for Iso Butane, Scr Specialty Products dated January 20, 1974, and amended by letters dated: (a) May 9, 1974, and (b) June 14, 1974. 15. Exxon Company, U.S.A., a Division of Exxon Corporation, for Iso Butane, Purchase Order No. 070-074-71-4, "Blanket Order" dated 12/31/73, as supplemented by: (a) Supplement 1, dated 2/13/74, and (b) Supplement 2, dated 5/8/74, and (c) Supplement 3, dated 5/15/74, and (d) Supplement 4, dated 6/24/74. 16. Phillips Petroleum Company, for Iso Butane, Purchase Order No. 070-074-82-4, "Blanket Order", dated 12/26/73, supplemented I Exhibit B (continued) (a) Supplement 1, dated 1/24/74. 17. Phillips Petroleum Company,for Cyclohexane, dated July 15, 1974. (The contract term Is from April 1, 1974 to June 30^ 1974, and "evergreen" for calendar quarter years thereafter until 30 days written notice Is given. There Is also a letter in the file dated July 16, 1974 from Phillips stating that "We are now able to agree to a period of one year or more." The last purchase order in the file is dated 12/31/73, and is^issued under a prior contract. Check with Bud Jewett to see if any purchase orders have been issued under the new contract.) 18. Ciba-Geigy Corporation, for Antioxidant, (Irganox 1010), dated February 25, 1974, as amended by letter dated 4/26/74. (Check with Jewett re 9/26/74 telex to Polyplastics con cerning shipment of 22,000 pounds of antioxidant. Also check concerning handwritten notes re Chuck Learny, letter from Ray West Warehouse Company dated August 15, 1974 and attached contract, and letter from Ashland Chemical Company dated August 9, 1974 to see If these are contracts or com mitments in excess of $100,000.) 19. Union Carbide Corporation, Linde Division, for Nitrogen, dated August 12, 1974. 20/ Houston Pipe Line Company, Phillios Petroleum Company, y and Valley Pipe Line, Inc., for Supplemental Gas Supply, dated October 9, 1973. (Paragraph "g" refers to an "existing" contract originally made with the Celanese Chemical Company dated January 29, I960 and subsequently amended, some of the terms of which are applicable to this contract. Is this January 29, I960 contract related to the HD-PE facilities being transferred so that it must be listed?) 21. Brown 4 Root, Inc., for construction, dated December 6, .1973, as amended by letter dated April 12, 1974. .(We do NOT want to assign this entire contract. It is signed by Celanese on behalf of both, the Chemical and the Plastics ^ Company, and, of course, Celanese will want to retain the benefits for the Chemical Company. We can attempt a partial assignment, substituting Solvay for Celanese with respect to construction at the Deer Park facility,-----Article 22 allows the assignment to the transferee of any part of Celanese's business-----, or we can attempt to secure for Solvay an identic al but separate contract in its own name.) 22. Equllease Corporation, for Three Clark Fork Lift Trucks (Model 3500-50) and for Burroughs E9808 Accounting Computer 4 Associated Equipment dated July 13, 1966, as amended or modified by: (a) Undated letter from Equllease Company to Celanese Plastics Company at P.0. Box 1414 in Charlotte, North Carolina, Numbered 27898/5/30, and 015648 Exhibit B (continued) page 4 10/7/7*1 (b) letter dated March 20, 1967, and (c) Schedule A, dated December 22, 1971, (Clark Lift Trucks), and (d) Schedule A, dated May 1, 1969, (for Burroughs equipment). 23- Gulf Coast Building Maintenance Company, for Janitorial service. Purchase Order No. 070-074-1-4, "Blanket Order", dated 12/15/73, as amended by Supplement No. 1, dated 7/10/74. 24. Texas Alkyls, for Diethyl Aluminum Ethoxlde, (released to Celanese as 6% WT percent of a high purity Hexane Solution), Purchase Order No. 070-074-10-4, "Blanket Order", dated 8/27/74. 25. Columbia Match Company, for book matches. Purchase Order No. 070-074-29-4, "Blanket Order" dated 12/20/73. 26. International Business Machines, for maintenance on typewriters. Purchase Order No. 070-074-50-4, "Blanket Order" dated 4/29/74. 27. Ernst M. Davis, Ph.D., for water quality investigation. Purchase Order No. 070-074-62-2, "Blanket Order" dated 7/10/72. 28. Telautograph Corporation, for rentals of transmitter, receivers and key box, Purchase Order No. 070-074-4547-1, dated 5/4/71. 29. A. Schulman, Inc., for sale and removal of polyethylene scraD, dated 6/28/74. 30. Phillips Petroleum Company License Agreement dated September 7, 1955 as amended. 31. Monsanto Company License Agreement dated July 1, 1965. 32. Shell Chemical Company existing agreement covering conversion of ethylene into high density polyethylene and new proposed letter agreement dated August 22, 1974. 33. Shippers Car Line, for 59 hopper cars, via 7 (8?) leases as in dicated on attached sheet. 34. RSTX, Inc., for 18 hopper cars, by lease as indicated on attached list. 35- B.L. Peterson Trust, for leased vehicles, as Indicated on attached list. 36. Lease covering IBM sorter and the UNV verifier/interpreter punch. Check with Jewett. 37. W. R. Grace and Company - Cogel type catalysts (letter of intent). 38. Pitney Bowes - 5300 postage meter service - 1/15/74-1/14-65 indefinite. % 015649 Exhibit B (continued) page 5 10/7/7 ^ 39. Industrial District Agreement with City of LaPorte. *10. Water Supply commitment letter. hh r*i`x rwJ I 015650 O ON rH CJ 1 % 4J o n1 ^ ; r> rH (N lO 5u s `1 -h 3 3U irt CP in 3 0) H < Cu cs rH PH SuOl ?i ^ U Cu m VO Os rH H o u d Z m iO * cp o rH rH d* o lH o> ri d i4 > a0 <z in iD Os rH * V rH in O VO rH 14 ' 34 Os U 3 <Q * OJ <N u OS > 0 z w 0) X m c3 d rH 0 u rH 04 in V C* u C4 o 3 * C z 'd c0 o 44 H 14 > u 14 44 c 3 d rH Hmu Vh 0) c rH H rH a: in N5 0 (0 Z0 rH rH Z H d aw rH d in m C rH 44 rH rH in e rH *0 iH 0 H d s > in rH s o 0 X 5 s oo to < o w N 44 3 44 w Q u in H H 'O 44 44 c U) o44 0 'd TJ 3d rH H M c c O rH > O d d aa ffl EQU 44 0 0 E0 0 c rH c O U 44 d 'd N H 44 0) rH o> u 14 0 rH 0) s d T3 >1 H *H 40 > w 4J S3 *H 44 44 e+ 0 w H rH u rH 0 0 o r4 s d 0). 0 44 d 3 r 44 14 H Oi o- . u n0 C 00 >i 0 cu u rH H rH *4 *r4 43 d c < E d d 4J AJ c > 0 3 44 0u rl c d o0 H 44 rH w u 44 < s 44 01 CO d Nw d t< N c s s g 01 o s H c 0 H 0 H 44 d N H 44 V) > H 44 cu d 44 H 4J U W 0) H u in d 14 M o n rH c 0) > &E rH d *H 14 a, 3 > E rH >1 d 44 4= 44 -H U dI cu S s & *04J rH f--4 44 0 rH 4J m rH H 0H 0 0d u od 0) 14 0 w CU u 4= o CU G P -H K CU A) CU 0* 44 *H O c 3h P3 0_ au rH 44 d 44 6 pp OG 0 d H G 0 9* u HI g cu >1 o c Ha 44 > G H 0 c 0,, 0U0 rH oU *w H -r| 4J 44 G rH 44 rH d d rH 0 o N 44 d H W 0 4-> H 44 14 0 N H 44 g H 14 i 44 44 3 > >i fi CU rH rH d d0 N 0 d H 14 04 44 14 dO i i-H u S >4 0 rH 0 G 44 H MS e i >4 44 rH 0 V4 >1 04 > d > CU CU o z p c o r> o u IN %d o r> Cu HH m IN w CP O * P (N m d in VO ro IN m CO o r* GO o% O % r> pn o rH in CD rH VO d* VO 03 in O rH % ro ro OS m o * on om <N (N nm m n m r** CN * H) 'ii I 015651 3,376,248 Copolymers o f A lp h a -O le fin s and O le fin s S u b s titu te d C ycloalkanes . K irkla n d Apr- : 2, 1968 rV* a\ CO I s d 3 pH U| r3tj ,W0 .O0 v) C/3 CA Cm ^ o *5 S U03 0> ar0* 403 qi 4J rH U0G i4S>J1 4) O' >1 C rH *0k CoU e4oM4 1 0) *04) ?2 X H 43 &H n a 44 *-uH* k O *U 43 k A(HM 01 43 04 03 0 *03 0 o k 0 u H oi 43 <9 0 Cm 05 pH \o \D CO r^ * n CO od; 44 k 4) O' k S <0 N C0O4 2 05 14 2 <9 kfO 04 c4n3 H 4J 0 O <0 pH 0 C3 p4 >i rH V 0 0 < 4J 1 C CO 0) VO P <9 SO CW pH VO <n in D0 &z C rH H (9 0 H ck 03 43 0* cn 015652 V/f ERRATA NOTICE NO. 7 October 17, 197^ Schedule V Insert new first page - 10/17/74 Delete Heading page of Jones 4 Vlning and insert correspondence relating to it. .2 Insert #20 and #47 documents under Exhibit B.u-'''' 3. Insert revised Exhibit B-l - 10/17/74. ^ 4. Delete 2.07 E List and add new one. copies to: L. E. Emge - 4 Head 4 Kendrick - 1 Manuel Schultz - 1 Sullivan 4 Cromwell - 3 Vlnson-Elkins - 1 015653 i 10/10/74 1. (a) Numerous customers complained orally about the curtailment of sales of polyethylene by the Celanese Plastics Company. The following customers wrote letters in their own behalf concerning the curtailment and attached are copies of the correspondence concerning them: Atlas Plastics Corporation James Thompson & Co., Inc. Amoco Chemicals Corporation Jay Syrup Company The Barcolene Company Jones & Vining Blackhawk Molding Company The Kendall Company Captive Plastics Laurentlde Chemicals, Inc. ? Chicago Molded Products Corp. Ocotillo Plastics Cleveland Steel Containers Poly-Seal Corporation Consupak, Inc. Purex Corporation Container Corporation of America Superior Dairy, Inc. Flambeau Products Corporation Techniplast Flasher Flare Southeast, Inc. Woodall Industries, Inc. (b) The following customers have retained attorneys in connection with the decision to reduce or terminate sales of polyethylene to them, and attached are copies of correspondence between them and the Celanese Flastics Company: Customer Letter ResDonse a. American Master b. Quality Plastics c. Webco d. Dougherty Bros. Co. e. Air-Lock Plastics, Inc. f. Polycon g. Camalot Plastics h. Superior Dairy, Inc. i. Crystal Water Co. J. James Thompson & Co., Inc. X X X X X X X X X X X X X X X X X 0 X X Meetings have been held with the attorneys for another customer, Sewell, and a memorandum concerning same is attached. .2 Mr. Charles T. Almand has filed charges with the Equal Employ ment Opportunity Commission in Houston, Texas concerning his brief employment at the plant in Deer Park, Texas. The charges are numbered THU 4-1096 and THU 4-1260. The Commission has found that the evidence does not support either of these charges. 3. The status of the Waste Control Order No. 00544 issued by the Texas Water Quality Board, and the status of a NPDES permit issued by Region VI Office of the Environmental Protection Agency is explained in the attached letter from Head & Kendrick dated September 19, 1974. Also attached are copies of the above permits and related correspondence. 015654 t Lists Referred to in Section 2.07 B (All letters patent, patent applications, copyrights, trade marks, service marks, trade names and licenses and rights) 1. U.S. Patent No. 2,951,067 3.021,320 3,078,264 3,080,335 3,084,150 3,156.681 3.200,059 3,223,688 3,287,335 Title Inventor (s) Solvent Recovery Burton E. Cash Polymerization of Ethylene with Catalysts of Alkali Ketel Borohydrides, Aluminum Halides and Group IVB Metal Halides Carl N. Zaliner Alfred J. PouR Polymerization of Ethylene and Catalyst Therefor Carl N. Zellner Use of Ammonia Yielding Compounds in the Pigmentir.g of Thermoplastic Resins and Methods Therefor S. Klosowski Preparation and Recovery of Olefin Polymers W.C. Mills Polymerization Process S. Ravesh A. Rosenthal G. Halek Polymer Purification W.C. Mills Vinyl Polymerization Process Using a Cocatalyst of chromyl compound with Organometallic Compound E.J. Baain Polymerization of Olefin in the Presence of Ziegler Type Catalyst Systems D.E. Stuetz Issu Aucu : 30. 1S' Fefcr :y 13, .952 Feir , 7 0 .9i3 Marc , 19c3 Apri \ 155 3 Move .r 10, . 3iS4 Augu 1C, 1955 Dec,. ** 1 4 .955 Nove. r 22, 966 3,376,248 3,784,661 Copolymers of Alpha-Olefins and Olefins Substituted cycloalkanes and Fibers Therefrom Process of Blow Molding Containers From Particle Form polyethylene Resins E. Kirkland j.S. Schaul K.F. Wissbrun M.J. Hannon Apr 2. 1:53 Jar. y 5, Pending U.S. Patent Application! Serial So. 361,668 - Cyclone Separator - R.M. Spitzenberger - filed Kay 18. 1973 015655 October 7, 1974 EXHIBITS B-l CONSENTS OR SUBSTITUTION AGREEMENTS SHOULD BE OBTAINED PROM THE FOLLOWING: 1. Ethyl Corporation 2. Houston Lighting & Power Company 3. San Jacinto Maintenance, Inc. 4. Calgon Corporation 5. Channel Services, Inc. 6. Industrial Securities Services 7. Diamond Shamrock Corporation 8. Union Carbide Corporation, Linde Division, for nitrogen, dated August 12, 1974 9. Wanda Petroleum Company 10. Texas Alkyls, Inc. 11. Phillips Petroleum- Company for cyclohexane dated July 15, 1974 (Also see 16 below) 12. Exxon Company, U.S. A. 13. Equllease Corporation 14. Ciba-Gelgy Corporation, for antioxidant (l.e. Irganox 1010) dated February 25, 1974, as amended by letter dated April 26, 1974 partial assignment covering Deer Park Plant only 15. Brown & Root, Inc. 16. Phillips Petroleum Company - describe the 1955 agreement and its amendments and state that the consent of Phillips is necessary with respect to confidentiality provisions In these agreements relating to the poly ethylene plant 17. ICI - although nylon assets are not being transferred, consent of ICI with respect to confidentiality pro visions is necessary insofar as Solvay's employees will be operating the nylon plant 18. Monsanto License 19. Shell Chemical Company - existing contract for conversion of ethylene into high density polyethylene and new letter agreement dated August 22, 1974 20. Shippers Car Line (Leases to be delivered to me 9/30/74 for examination) 21. United Texas Transmission Company - Neither a consent nor a substitution agreement is necessary; however, in the assignment covering this contract Solvay must assume all of the obligations of Celanese under the contract 015656 October 11, 1974 t EXHIBITS B-l CONSENTS OR SUBSTITUTION AGREEMENTS SHOULD BE OBTAINED FROM THE FOLLOWING: 1. Ethyl Corporation 2. Houston Lighting i Power Company 3. San Jacinto Maintenance, Inc. 4. Calgon Corporation 5. Channel Services, Inc. 6. Industrial Securities Services 7. Diamond Shamrock Corporation 8. Union Carbide Corporation, Linde Division, for nitrogen, dated August 12, 1974 9. Wanda Petroleum Company 10. Texas Alkyls, Inc. 11. Phillips Petroleum Company for cyclohexane dated July 15, 1974 (Also see 16 below) 12. Exxon Company, U.S. A. 13. Equllease Corporation 14. Clba-Gelgy Corporation, for antioxidant (l.e. Irganox 1010) dated February 25, 1974, as amended by letter dated April 26, 1974 partial assignment covering Deer Park Plant only 15. Brown & Root, Inc. 16. Phillips Petroleum Company - describe the 1955 agreement and Its amendments and state that the consent of Phillips Is necessary with respect to confidentiality provisions in these agreements relating to the poly ethylene plant 17- ICI - although nylon assets are not being transferred, consent of ICI with respect to confidentiality pro visions is necessary Insofar as Solvay's employees will be operating the nylon plant 18. Monsanto License 19. Shell Chemical Company - existing contract for conversion of ethylene into high density polyethylene and new letter agreement dated August 22, 1974 20. Shippers Car Line (Leases to be delivered to me 9/30/74 for examination) 21. United Texas Transmission Company - Neither a consent nor a substitution agreement is necessary; however, in the assignment covering this contract Solvay must assume all of the obligations of Celanese under the contract 22. W. R. Biles & Associates, Inc.- ,) / 015657 EXHIBITS B-l Page 2. 10/17/74 Eastman Chemical Products, Inc. 015658 Exhibit R (continued) Pun.- C. 10/18/7H 3. (continued) [Question 1: hen Emge 2: Those agreements have confidentiality pro vision:-. running to Celanese. Do we need that protection after closing? 3: With exception of Aikey and Heath, the agreements are assignable and automatically substitute Solvay in our place. (a) Dy such substitution do we lose our pro tection under the promise of confidentiality. (b) Do we want to execute substitution agreements for Aikey A Heath, and list them on Exhibits B-l and 3-ia. 5*J. Proposed tolling agreement with Arco Polymers. / i 015659 ExIubif B (continued) 'page 4 (b) letter dated March 20, 1967, and (c) Schedule A, dated December 22, 1971, (Clark Lift Trucks), and (d) Schedule A, dated May 1, 1969, (for Burroughs equipment). 23. Gulf Coast Building Maintenance Company, for Janitorial service. Purchase Order No. 070-074-1-4, "Blanket Order", dated 12/15/73, as amended by Supplement No. 1, dated 7/10/74. 24. Texas Alkyls, for Diethyl Aluminum Ethoxide, (released to Celanese as 61 WT percent of a high purity Hexane Solution), Purchase Order No. 070-074-10-4, "Blanket Order", dated 8/27/74. 25. Columbia Match Company, for book matches, Purchase Order No. 070-074-29-4, "Blanket Order" dated 12/20/73. 26. International Business Machines, for maintenance on typewriters. Purchase Order No. 070-074-50-4, "Blanket Order" dated 4/29/74. 27. 28. Ernst M. Davis, Ph.D., for water quality investigation. Purchase Order No. 070-074-62-2, "Blanket Order" dated 7/10/72. Telautograph Corporation, for rentals of transmitter, receivers and key box. Purchase Order No. 070-074-4547-1, dated 5/4/71. 29. A. Schulman, Inc., dated 6/28/74, Global Plastics, dated 8/1/74, Texas Processed Plastics, Inc., dated 7/22/74 , Tote Bulk Handling, Inc., dated 7/11/74, for sale and removal of polyethylene scrap. 30. Phillips Petroleum Company License Agreement dated September 7, 1955 as amended. Monsanto Company License Agreement dated July 1, 1965. Shell Chemical Company existing agreement covering con version of ethylene into high density polyethylene and new proposed letter agreement dated August 22, 1974. ACP Industries, Incorporated, Shipoers Car Line Division for 55 hopper cars by attached leases and renewals there of. Also, lease i 1-9511 has expired and the 4 hopper cars covered thereunder are due for immediate release. 34. RSP Motor Transport Company, for 18 hopper cars, by at tached lease. 35. D. L. Peterson Trust, for lease of 1973 Chevrolet. Lease covering IBM sorter and the UNV verifier/interpreter punch. Check with Jewett. W. R. Grace and Company - Cogel type catalysts (letter of intent). Cii-- Pitney Bowes - 5300 postage meter service 1/14/65 - indefinite. 1/15/74- 39. Industrial District Agreement with City of LaPorte. 40. Water Supply commitment letter. 41. Plastic Container Corporation, for sale of polyethylene, dated December 1973, as amended by letter dated September 13, 1974. 015660 Exhibit U (continued) Par/' 5. i o /: a / 71 'IP. Houston Lighting 4 Power Company, Operational Agreement for 6f) KV Substation. "3. San Jacinto Maintenance, Inc., letter' agreement dated February 13, 1970. n't. Roger J. Au 4 Son, Inc., oral agreement re permission to uae Doer Park plant site for parking office trailers and employee cars (copier, of Indemnity Agreement and Insurance Certificate attached). " 05. iTT R. Biles 4 Associates, Inc., Purchase Order No. 070074-20720-1, dated 2/2/72 for application engineering and software services. 06 Air-Lock Plastics, Inc., agreement which will be executed prior to Closing Date for supply of polyethylene through January, 1975 (attached as part of Schedule V). Agreement with Eastman Kodak Company and Eastman Chemical Products, Inc., dated July 1, 1969, as amended. Ques: Does this Agreement go, or does Celanese retain? 48.) Crawford 4 Russell contract for Ethylene Recovery Unit. / (Check with Bud Jewett. Believe services have been performed and only a free maintenance provision applies at this time, and this would inure to benefit of Solvay as related to Assets being transferred.) 49. Contract dated June 21, 1973, between Port of Houston Authority, Celanese and Port Terminal Railroad Association covering construction of 100 foot spur track 50. Roadway Crossing contract dated October 3, 1973, between Port of Houston Authority and Celanese for 20 foot roadway crossing railroad right of way, 915 east of State Highway 135 51. Pipeline Crossing Agreement dated June 6, 1973, between Port of Houston Authority, Port Terminal Railroad Association and Celanese covering pipe line, electrical conduit crossings over the right of way 52. Letter agreement dated August 3, 1973, between Houston Lighting 4 Power Company and Celanese authorising construction of pipe rack and roadway over the Houston Lighting 4 Power fee transmission line tract 53. p1 "" "sent s with the following employees for the monthly tor:-. I idicatod in parenthesis after each name: Ait:ey, Arthur A. (1). Drucc, Robert W. (3) Forbus, James D. (3) Guillory, Arthur D, (3) Heath, James A. (1) Huntington, Basil W. (1) Leach, Olva D. (3) Mills, W. Cha.les (3) Rooney, Paul V. (3) F.oosa, Richard K. (3) Sicnid, Jr., John W. (1) Vincent, Donald V/. (3) I A ERRATA NOTICE NO. 8 // / 10/18/7** Under Exhibit B, delete page 5, add new page 5 and page 6.S Under Exhibit B-l, delete page 2 and add new ----------------Under Exhibit B-la, delete page 5 and add new one.-'' In Lists Referred to in Section 2.07 F, add new page -- 10/18/7A. 015662 t Exhibit B 10/11/74 1. Diamond Shamrock Corporation dated August 19, 1970 for purchase of hydrogen gas. 2. Texas Alkyls, Inc., letter agreement dated May 19, 1970, for use of hydrogen supply pipeline. 3. Texas Alkyls, Inc. for use of Nitrogen Supply Pipeline, letter Agreement dated July 22, 1963, as amended by letter agree ment dated September 1, 1?66, as further amended by letter agreement dated May 21, 1973- This agreement has been ex tended orally between the parties until 'uch time as thp completion of another pipeline into the Deer Park facilities. 4. Ethyl Corporation, for Hexene-1, from January 1, 1974 to December 31, 1974, as amended for various price increases. 5. Houston Lighting S Power Company, for electricty, beginning October 2, 1972, and signed by the Celanese Plastics Company on October 27, 1972; as modified by a "First Supplemental Agreement", beginning October 2, 1972 and signed by Celanese Plastics Company on October 27, 1972; as amended by letter dated January 17, 1974. 6. Calgon Corporation, (formerly Hall Laboratories, a Division of Hagan Chemicals aniControls, Inc.), for boiler-water containing service dated January 2, 1957. 7. Texas Alcyls, Inc. License Agreement to use metered pipes of Celanese, with the right to purchase water from Celanese, dated May 25, 1959. 8. Industrial Securities Services Corporation, for guards, dated October 1, 1969, as amended by letters dated February 12, 1973, July 25, 1974 and August 5, 1974. 9. Channel Services, Inc., for labor, dated July 1, 1970, as amended by letter agreements: (a) November 24, 1970, (b) April 21, 1971, (c) May 12, 1972, (d) September 20, 1972, (e) May 21, 1973, (f) April 17, 1974, (g) July 12, 1974, (h) July 12, 1974. San Jacinto Maintenance, Inc., for maintenance and labor, dated July 1, 1970, and as amended by two letter agreements, each dated July 12, 1974. 11. United Texas Transmission Company, (formerly known as Pennzoil Pipeline Company, the assignee of United Gas Pipeline Company), for gas, dated April 9, 1969, and amended by letters dated: (a) January 13, 1970, (b) January 21, 1972, 015663 Exhibit,B (continued) Page 2. (c) March 22, 1972, 10/11/7 ^ (d) April 1, 1974, (e) April 10, 1974, (f) April 18, 1974. (g) September 4, 1974, and Order from the Gas Utilities Division of the Texas Railroad Commission, Docket No. 502, dated April 11, 1974. (Check with Hayden Head concerning status of the Examiner's Report and recommended order in Gas Utilities Docket No. 502, Curtailment Program of Pennzoil Pipeline Company, at tached to his letter of December 31, 1973- Copies of these have been left in the Pennzoil file and have not been duplicated in the event that there are more recent pertinent documents.) 12. Phillips Petroleum Company, for commercial grade N-Pentane Purchase Order No. 070-074-64-4, "Blanket Order" dated 12/26/73, as supplemented by: (a) Supplement 1, dated 1/23/74, and (b) Supplement 2, dated 2/25/74, and (c) Supplement 3, dated 4/i)/74. 13. 1974, Petroleum Company, No. 5155-02-11. for Iso Butane, ' dated September 5, 14. Exxon Company, U.S.A., a Division of Exxon Corporation, for Iso Butane, for Specialty Products dated January 20, 1974, and amended by letters dated: (a) May 9, 1974, and (b) June 14, 1974. 15. Exxon Company, U.S.A., a Division of Exxon Corporation, for Iso Butane, Purchase Order No. 070-074-71-4, "Blanket Order" dated 12/31/73, as supplemented by: (a) Supplement 1, dated 2/13/74, and (b) Supplement 2, dated 5/8/74, and (c) Supplement 3, dated 5/15/74, and (d) Supplement 4, dated 6/24/74. 16 Phillips Petroleum Company, for Iso 3utane, Purchase Order Mo. 070-074-82-H, "Blanket Order", dated 12/26/73, supplemented Exhibit B,(continued) Page .3. (a) Supplement 1, dated 1/24/74. 17. Phillips Petroleum Company,for Cyclohexane, dated July 15, 1974. (The contract term Is from April 1, X974 to June 30, 1974, and "evergreen" for calendar quarter years thereafter until 30 days written notice Is given. There Is also a letter In the file dated July 16, 1974 from Phillips stating that "We are now able to agree to a period of one year or more." The last purchase order in the file is dated 12/31/73, and is Issued under a prior contract. Check with Bud Jewett to see if any purchase orders have been issued under the new contract.) 18. Ciba-Geigy Corporation, for Antioxidant, (Irganox 1010), dated February 25, 1974, as amended by letter dated 4/26/74. (Check with Jewett re 9/26/74 telex to Polyplastics con cerning shipment of 22,000 pounds of antioxidant. Also check concerning handwritten notes rc Chuck Learny, letter from Ray West Warehouse Company dated August 15, 1974 and attached contract, and letter from Ashland Chemical Company dated August 9, 1974 to see if these are contracts or com mitments in excess of $100,000.) 19- Union Carbide Corporation, Linde Division, for Nitrogen, dated August 12, 1974. 20. Houston Pipe Line Company," Phillios Petroleum Company, and Valley Pipe Line, Inc., for Supplemental Gas Supply, dated October 9, 1973. t 21. Brown 4 Root, Inc., for construction, dated December 6, 1973, as amended by letter dated April 12, 1974. (We do NOT want to assign this entire contract. It is signed by Celanese on behalf of both the Chemical and the Plastics Company, and, of course, Celanese will want to retain the benefits for the Chemical Company. We can attempt a partial assignment, substituting Solvay for Celanese with respect to construction at the Deer Park facility,----- Article 22 allows the assignment to the transferee of any part of Celanese's business----- , or we can attempt to secure for Solvay an identical but separate contract in its own name.) 22. Equilease Corporation, for Three Clark Fork Lift Trucks (Model 3500-50) and for Burroughs E9808 Accounting Computer 4 Associated Equipment dated July 13, 1966, as amended or modified by: (a) Undated letter from Equilease Company to Celanese Plastics Company at P.0. Box 1414 in Charlotte, North Carolina, Numbered 27898/5/30, and 015665 ERRATA NOTICE NO. 9 October 22, 1974 1. Under Exhibit B add items 53 and 54 for Employment Agreement and proposed Conversion Agreement with Arco Polymers. 2. Insert under^Schedule V .revised Agreement between Air-Lock Plastics and cdlanerie"Plastics, and August 22 letter to Mr. I' Maurice Fitzgerald. copies to: L. E. Ernge - 4 Head & Kendrick - 1 Manuel Schultz - 1 Sullivan & Cromwell - 3 Vinson-Elkins - 1 015666 Item "1" has already been distributed X i i i 015667 r .ERRATA NOTICE No. 10 October 23, 1974 1. Schedule V Insert September 27 letter from Neal Schwarzfeld behind July 30, 1974 letter from T. Cavallo. . I V. copies to: L.E. Emge -4 / Head & Kendrick -1' Manuel Schultz - 1 Sullivan & Cromwell -3 Vinson-Elklns - 1 r 015668 Lists Referred to in Section 2.07 E Pending or contemplated purchase orders or other commitments for the acquisition of property, plant and equipment and for all purchases which involve future payments by Seller of more than $100,000 are described in List 2.07 H relating to pending capital appropriations. United Texas Transmission Company, (formerly known as Pennzoil Pipeline Company, the assignee of United Gas. Pipeline Company), for gas, dated April 9, 1969, and amended by letters dated: (a) January 13, 1970, (b) January 21, 1972, (c) March 22, 1972, (d) April 1, 1974, (e) April 10, 1974, (f) April 13, 1974. (Check with Hayden Head concerning status of the Examiner's Report and recommended order in Gas Utilities Docket Ho. 502 , Curtailment Program of Fer.rccil Pipeline Company, at tached to his letter of December ;1, 1973- Copies of these have been left in the Pennocil file ar.d have not been duplicated in the event that there are mere recent pertinent documents.) Phillips Petroleum Company, fer commercial grade N-Pentane Purcnase'Order No. 070-074-64-4, "Blanket Order" dated 12/26/73, as supplemented by: (a) Supplement 1, dated 1/23/74, and (b) Supplement 2, dated 2/25/74, and (c) Supplement 3, dated h/h/74. c i list, fer purposes of this Exhibit and Section hr.se lenders involving future payments of mere r Iso Butane, dated September 5 he llle, and 11. Lt included this Section 2.07 E (continued): Exxon Company, U.S.A., a Division of Exxon Corporation, for Iso Butane, 1. r Specialty Products dated January 20, 197**, and amended by letters dated: (a) May 9, 197**, and (b) June l1*, 197**Exxon Ccnoany U.S.A., a Division of Exxon Corporation, for Iso Butane, Purchase Order No. 07O-07**-71-**, "Blanket Order" dated 12/31/73, as supplemented by: . (a) Supplement 1, dated 2/13/7", ana (b) Supplement 2, dated 5/2/7**, and (c) Supplement 3, dated 5/15/7**, and (d) Supplement **, dated 6/2'u/ 7**. Phillies Petroleum Compare, for Iso Butane, Purchase Order (a) Supplement 1, datel 1/2V79. PhilUps Petroleum Company,for Cyclohexane, dated July 15, (The contract term Is from April 1, 197*1 to June 30, 197**, and evergreen" for miarton i see if any contract.) purchase orders o a period of one year or more." the file is dated 12/31/73, and tract. Check with Bud Jewett z.i have been issued under the new Houston Pipe Line Company, Philllos Petroleum Company, and Valley Pipe Line, Inc., for Supplemental Gas Supply, dated October 9, 1973. (Paragraph "g" refers to an "existing" contract original!;, made with the Celanese Chemical Company dated January 29, I960 and subsequently amended, some of the terms of which are applicable to this contract. Is this January 29, 19f; ; contract related to the HD-PE facilities being transfer!-. i so that it must be listed?) 10/10/7 4 t Lists Referred to In Section 2.07 E Pending or contemplated purchase orders or other commit ments for the acquisition of property, plant and equipment and for all purchases which Involve future payments by Seller of more than $100,000 are described in List 2.07 H relating to pending capital appropriations. (1) United Texas Transmission Company, (formerly known as Penn:* 11 Pipeline Company, the assignee of United Gas Pipeline Company), for gas, dated April 9, 1969, and amended by letters dated: (a) January 13, 1970, (b) January 21, 1972, (c) March 22, 1972, (d) April 1, 197*4, (e) April 13, 197*4, (f) April 18, 197*4. (Check .;ith Hayden Head ccncerning status of the Examdner's Report and reccm.mer.ded order in Gas Utilities Docket Ho. 532 Curtailment Program cf Per.r.coil Pipeline Company, att ached to his letter of December 31, 1973* Copies of these have been left in the Pennncil file and have not been duplicated in the event that there are mere recent pertinent documents.) (2) Phillips Petroleum Company, for commercial grade N-Pentane Purchase Order No. 070--07^--6^--U, "Blanket Order" dated 12/26/ 73, as supplemented by: (a) Supplement 1, dated 1/23/7*4', and (b) Supplement 2, dated 2/25/7*4, and (c) Supplement 3, dated *4/*4/7 *4 . (3) Wanda Petroleum Company, for Iso Butane, dated September 5, 197*4, No. 5155-02-11. (*4) Exxon Company, U.S.A., a Division of Exxon Corporation, for Iso Butane, for Specialty Products dated January 20, 197*4 , and amended by letters dated: (a) May 9, 197*4, and (b) June 1*4, 197*4. (5) Exxon Company, U.S.A., a Division of Exxon Corporation, for Iso Butane, Purchase Order No. 070-07*4-71-**, "Blanket Order" 015671 Lists-2.07 E (continued) Page 2. 10/10/74 dated 12/31/73, as supplemented by: (a) Supplement 1, dated 2/13/7*1, and (b) Supplement 2, dated 5/8/74, and (c) Supplement 3, dated 5/15/7^, and (d) Supplement 4, dated 6/24/7 *4. (6) Phillips Petroleum Company, for Iso Butane, Purchase Order No. 070-074--32-4, "Blanket Order", dated 12/26/73, sup plemented oy: t (a) Supplement 1, dated 1/24/74. (7) Phillips Petroleum Cor.Dar.y, for Cyclohexane, dated July 15, 1974. (8) Houston Pipe Line Company, Phillips Petroleum Company, and Valley Pipe Line, Inc., for Supplemental uas Supply, dated October 9, 1973. (9) Houston Lighting & Power Company, for electricity, beginning October 2, 1972, and signed by the Celanese Plastics Company on October 27, 1972; as modified by a "First Supplemental Agreement", beginning October 2, 1972 and signed by Celanese Plastics Company on October 27, 1972; as amended by letter dated January 17, 197-. (10) Channel Services, Inc., for labor, dated July 1, 1970, as amended by letter agreements: (a) November 24, 1970, (b) April 21 1971, (c) May 12, 1972, (d) September 20, 1972, (e) May 21, 1973, (f) April 17 , 1974, (g) July 12, 1972, (h) July 12, 157 4. San Jacinto M aintenar.ee, Inc., for maintenance and labor, date d July 1, 1370, and as amended by two letter agreements each dated July 12, 1374. (12) Clba-Oeigy Corporation, for Antioxidant, (Irganox 1010), dated February 25, 1574, as amended by letter dated 4/26/74. (Check with Jewett re 9/26/74 telex to Polyplastics con cerning shipment of 22,000 pounds of antioxidant. Also check concerning handwritten notes re Chuck Learny, letter from Ray Vest Warehouse Company dated August 15, 1974 and attached contract, and letter from Ashland Chemical Company dated August 9, 1974 to see if these are contracts or com mitments in excess of $100,000.) Lists-2.07 E (continued) Page 3. (1) United Texas Transmission Company (2) Phillips Petroleum Company (3) Wanda Petroleum Company (4) Exxon Company, U.S.A. (5) Exxon Company, U.S.A. (6) Phillips Petroleum (7) Phillips Petroleum Company 10/10/74 These items are listed on Exhibit 3 as numbers 11, 12, 13, 14, 15, 16, and 17, respectively, and the documents relating thereto are attached as part of Exhibit B. 1 I u 015673  u Lists-2.07 E (continued) Page 4. 10/10/7 4 (8) Houston Pipe Line Company, Phillips Petroleum Company, and Valley Pipe Line, Inc. This item is listed on Exhibit B as number 20, and the documents relating thereto are attached as part of Exhibit B. 015674 Lists-2.07 E (continued) Page 5. 10/10/74 (9) Houston Lighting & Power Company This item is listed on Exhibit 3 as number 5, and the documents relating thereto are attached as part of Exhibit 3. 015675 Lists-2.07 E (continued) Page 6. (10) Channel Services, Inc. (11) San Jacinto Maintenance, Inc. 10/10/7 4 These items are listed-on Exhibit B as numbers 9 and 10, respectively, and the documents re lating thereto are attached as part of Exhibit 9. t 015676 > Lists-2.07 E (continued) Page 7. (12) Clba-Gelgy Corporation 10/10/74 This item is listed on.Exhibit B as number 18, and the documents relating thereto are attached as part of Exhibit B. * 015677 No. CC 2722. ...'.I-17:72. 3-4 j ? *, 3TAT3 0? SC43 ) } courn o* t?.a ) 15S1062 H*> rt >----*--f----Vi-n, / ;JeJe-v* + 3fc/ kbow all tear sr mss frssssts: the undersigned PHILLIPS F2TS0LEIM CCMPAiY, a Delaware eerporatlca vlth a permit to do business la the State of Tease (hereinafter referred to ae "Phillips"), for aod ifl eocelderatlon of the eua of Tea Dollar* (110.CO) and other good and valuable consideration*, receipt and adequacy of "`Ich are hereby acSmowledged, hereby grants, sell* and conveys unto C2LAXS3 CORPORATICS C? AMERICA, a DeLaser* eorparatiea vlth a permit to do business in Teres, subject, however, to the exceptions and reservations hereinafter described, ell of the following tracts or parcels of land lying In the Arthur McCormick Survey A-14, Harris County, Texas, being sore particularly described by metes and bounds as follow*: Tract It BSTDiHTtC at the point of intersection of the center llna of . * State Hlghvay Ko. 134 (Battleground Road) and the center line of a 60 ft. road known as Miller Cutoff Road said point also being in the vest line of the Arthur McCormick Survey A-ho, Harris County, Texas, and in the Vest line of Tract A of that certain deed from K. S. Alans, Jr., d/b/a Rio Eondn Oil Company to Riillips Petroleum Company, dated April 4, 1556, and filsd for record under Ccunty Clerk's file Ro. lS"So S~77 in Harris County, Texas, said point being H 229' V 5710.0 feet from the Southwest corner of said Tract A; TZQwE N 87 28' S with the center line of said Killer Cutoff Road 3003.9 feet to a point in the East line of said Tract A; THESCE S 20 55' V with the eaat line of said Tract A 2193-9 feet to a 3A" iron rod the northeast corner of a 3.54 acre tract conveyed to Eouaton Lighting and Fewer Company by belle A. Crapo et el March 10, 1952, recorded in Vol. 2119, pg. J24 of the Deed Record* of Harris Covaty, Texas; TrfETKE S 87 33' W with the north line of said Houston Lighting and Fewer Company tract, 2133*4 feet to a point in the center line of State Highway *-'134, said point being clco in the vest line of the Arthur McCormick Survey and in the Vest line of the above-mentioned Tract A; B 2 29' V with the center line of said State Highway #134 tad the vest line of Tract A, 2010.0 feet to the place of beginning, containing 11a. 63 acres tore or lea a. Tract II: ESOHNIli'O at a 3/4 inch Iron rod set In toe east line cf Trent A, referred to in Tract I described above End S 20 55' V cl.7 feet from the Southeast earner cf aald Tract I, and being also CI'TIFIEP COPY CERTIFICATE state of tlkas COUNTY CF HARRIS Tf''* true jnd correct rhoto^fan'Vc copy of Hi# cfig.nel record. *0* in my lawful euitodv and potien.on, f.lcd oi the dele stamped thereon end roerreed m the Recaro, Vo:umc end Pace et stamped thereon, l hereby certify on Jl" 1 8 1372 A f-i' v \ y-z K R. E TU**NTtNC, JR., CCU*i* Y CLLKK LAul.-i // FEE TRACT PHILLIPS TO CELANESE CORP. TR, 1-118.62 AC. TR. 2-9586 AC. A/1G/56 3133/361 D.R. TRACT @ ON DKG. NO. C-ALL-5A06-E | | j | ... " 015678 ^ . JJLjL j-Jt-i-4l.-i.J3 the scutoiast comer of tint cTO ,~. 3-5-* acre - --* zzzrry^l to Houston Lighting aid Pc-.tr Z=zj^/ oy lei_s A. Crocs et ai. by deed istsd i'-ire; 10, ij;2, rticrieu _n ,'oi. e-lr, ;j. ;Z* of tie Deed Hecards of Harris Counr/, rixaj; 3<i 2 53SIC2 3 20 55' V with tie east line of said Tract A, 3`->T.i feet to a 1-1/2 inch galvaniced lroa pipe with eh aluminum cep; wv.-rn 3 63 05' V 870A feet to e 1-1/2 iroh galvsnioed Iron pipe with an !;-<cap eet la vest line of said 7ft:t A and oa the eouthern ezteoaloa of the center line of State Hignvay . #134j TBEIC2 H 2 29* V with the west Una of said Tract A an-l with the center line of State Highway 134 and the southern an tinelan thereof, 2334.0 feet to e point In the veste.-- tocsnsicn of the south line of the said Houston lighting and ?:v:r Coapaay 3*54 acre tract, said point being also S c5 ij1 7 75.0 feet froa the southwest corner of the above described Tract 1} TSEiCB H 87 33' I With the south line of said Houston Lighting and Pover Cor?any 3.54 acre tract and the western entinsicn thereof, 21C0.O feet to the place of beginning containing So.00 acres sore or less. Phillips excepts and reserves froa the conveyance cade hereunder, for the benefit of Itself and Its subsidiary and affiliated companies and its and. their assignees sad grantees, easements as follows: (a) An easement covering a strip of land 122 feet vide along the south side end 100 feet vide along the east side of the above-described Tract I, including such additional area out of the southeast corner of said Tract I as Is required to connect the northerly and westerly bound aries of said easeoent by a 10 degree curve, said easeaent containing 11.38 acres, ncre or less, for right of way for pipe lines, pole lines, conduits, drainage ditch, railroad tracks, roadway and similar usages, together vlth all appurtenances thereto. (b) An easeaent covering a strip of land SO feet vide along the south and east lines of the above-described Tract II, containing 4.51 acres, nore or less, for right of way for pipe lines, pole llaee, drainage ditch, conduits anl similar usages, together with all appurte nances thereto. Said easeaent areas shall be retained by Celanese free of any lnproressnts (excepting drainage ditch or drainage effluent lines) which would restrict the use thereof by Phillips or Its affiliated or subsidiary companies for the purposes Indicated. Phillips' use of said easements shall not be er'TiFiro copy certificate STAlt OF TcxaS COUNTY OF HARRIS 1 n lorrgomi^is true and corrtet ohotograohic cooy ol the original record. now in my lawful custody and oossastson, I.'.kO on in* data stamped Uiaraon and racordad in tha Record, Volume and Pag* a* tumped tnereon, l hereby certify on Jl" 181972 R. . TURRFNTINC. JR COUNTY CLERK HARRIS COUNTY^TCXAS Deouty -2- 015679 <?JL=<; ,S^_rr"cr..1': J/?? 3i3 restricted to vaa initial via made thereof, but it aha'.! b permitted fr=a tiao to tims to ecas-oruet, lalntala, resov*, replica, enlargs cr otherwise * altar any lice*, track*, roadways, dltcaes or conduits, *o long a* auch usages are ccafined to the area* deaerlbed and do not unreasonably Interfere . with operation* of Celanese Carporatloo of America oa the abutting property. Ike conveyance herein made fron fkllllp* to Caleaesa Corporation of America Is subject to all easement#, right# of vay and license* of record over, under or across the above-described lands, and to all restrictive covenants of record pertaining to said lands, said conv.y^uce is also sub. Jeet to a full one-eighth ncnpsrticlpatiag royalty Interest Is and to all oil, gas and other minerals heretofore reserved In conveyances of record. TO HAV3 ASD TO HOLD the above-described premises subject to the Interests, easements and rights of vay excepted and. retained., together vlth all and lingular the rights and appurtenances thereunto la anyvlse belonging, onto the said Celaaese Carporatloo of America, Its successors and assists forever, and, subject to the reservations and exceptions herein made, fkllllpa . does hereby bind Itself and its successors and assigns to varrant and forever defend the said premises unto the said Celsnese Corporation of America, Its successor* and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof. HI WITHES WHEREDP, the undersigned fkllllp* Petroleum Company has ... , ; caused these presents to be executed by Its officers thereunto duly authorised *; and Its seal to be affixed thia 5th day of April, ISpo. ' AZES?: /iviA ;U Assistant Secretary FHHU PETSQLEUM COKPAKT y. Vice fresioent STATS Of OXLASHA -cocror or kashiesioh Before me, dSea, notary public, on this day personally appeered_______ ______________________, known to me to be the person ... ' ekose name is subecriOea to vie lcrercmg vcstrvnent end lmavn to as to be ' the Vice President of PHILLIPS PTTHCLHUM CCiCPAMf, a corporation, end acknovl- edged to ne that be executed said Instrument for the purpose* and consideration therein expressed and as the act of said corporation and In the capacity therein;stated. ; Given under ny hand and seal of office, this SiV?. day of April, 1956. Ky ccczlsslon expires: 1::5 liotary tens r-*% r.. CITIFIED COPY CERTIFICATE STATE OF TtKAS COUNTY OF HARRIS The foragomfrls a true and correct photographic copy ot tiia original record, now in my lawful Custody and possession, l ied on the date stamped thereon and recorded *n the Record, Volume and Pm as stamped thereon, I hereby certify on Jl'i 181972 R. E. TURRCNTINE, JR,, COUNTY CLERK HARRIS COUNTY, TEXAS U` Deputy -3- 015680 E"C0^Dd I-aa? S-C.d- CERTIFIED COPY CERTIFICATE STATE OF TEXAS COUNTY OF HARRIS T'.don th* h7' nW my l,w,ul cuxody .00 po.in.lan, A ""w Ana r.com.0 in in. Rcl Voium. and Paso a. tunnpoa tnoroon, I n.,.p, nnirr on * Jl" 1 8 1972 R. t. TURRENTINEo JR,, COUNTY CLERK HARRIS COUNTY, TEXAS Otputy 7 T.-T 015681 r..Tccr.':; ___No. CC 272059 -vV STATE or TEXAS I coxnmr o? ha?.-us I - ,5 h.-,,.-. isrtinr, KNO'.V ALI. LTN EY THESE PRESENTS: THAT V.'e, Belle A. Crapo Joined by her husband, Claude T. Cropo, of Richmond County, New York, end Florence A. P.1 chenbsiter Joined by her husband, B. F. Rlckenbeker, of L'ultnomsh County, Oregon, the eeld Florence a. Rickenbaker end husbend, B. F. Rlckenbeker-, acting hr*in by end their duly constituted end appointed attorney In feet, Be. .. Crepo of Richmond County, Hex York, as evidenced by power of attorney appearing of record in the Deed Records of Harris County, Texas, executed by the said Florence A. Rlckenbeker and husband, B. ?. Rlckenbeker, for end in consideration of the sum of TEN DOLLARS ($10.00) cash and other valuable considerations to us in hand paid by Houston Lighting k fewer Company, have CHANTED, SOLD end C0K7EYED, end by these presents do CHANT, SELL end C0IJ7EY unto the said Houston Lighting tc Fov.er Company, a Texes corporation domiciled in Houston, Harris County, Texes, ^ three and five hundred forty-one-thousendtha (3.541) acres-out - ' of e 6j.979-6cre tract of land, more or less, in the Arthur lfcCornick Survey, Abstract No. 46, in Harris County, Teres, designated and described as Tract B in partition deed dated June 26, 1950 from VJ. J. Howard et al to Belle A. Crspo et el, recorded in Volume 2124, Page 665 of Harris County Deed Records, said 3.541 acres is described by metes and bounds ss follows, sli coordinates end bearings being referred to the Tex6s Plena Coordinate System South Central Zone as established by the D. S. Coast and Geodetic Survey in 1934 and based on the position of D S C end G S triangulotlon stations ''Burfalo-1931": X - 3,201,682.4; Y = 707,069.3, and "Shell-1931": I s 3,228,250.7', Y = 703,102.3! B^GIIDmiG et a 3/4-inch iron rod with coordinate - 3,243,122.7', Y = 707,024.3, the northeast corner of seid 65.979-acre tract, said point beicn in the south line of Hourto.n Lichting t .Power Ccr.osny's existime 22 feet wide easement is conveyed to Houston Lighting fc Power Company from J. 3. Bine e t el by essement dated October 9, 1925, recorded in Volume 572, Page 511 of Harris County Deed Records; -7? 1. i) ^ T. ^V ; rv; i; j v - \ -*, nTif.Cofpc/ COPY icxas CERTIFICATE Cf HARRIS -------- * Trs fofe*om*ii true end eerrtet jhotofrapnic cey of c- j nci record, oow >n my Useful cusfoev end ?eb*i<on, .t c on the dele stemmed thereon end recorded in the Record, o.'umc end Pe*e at stemoed thereon, ( hereby certify on JU' 2 ] 1972 R t. YURRCNTINE, 4R-. COUNTY CLERK HANRIS COUN/YyrTCAAS 1 Deouty FEE TRACT' ~ i BELLE A. CRAPO TO H.L. & P CO. ! 3.541 AC. 3/10/52 2491/525 D.R. 1 TRACT (?) ON DWG. NO. C-ALL-5406-E itsJ _ -JUL 1ZCOZIIS 015682 for corner; THECS S ?'7 32' 40" W parallel to and 75.0 feet south of the north line of said 65.979- . acre tract, passing a 3/4-inch iron rod Bt 950.26 feet net in the northerly line of 3.05-ccre tract described in right-of-way deed dated Auruct 23, 1951 from Grantors herein to Herris County Houston Ship Chcnnel navigation District, recorded in Volume 2329, Page 6C6 of Harris County Deed Records, and passing a 3/4-' inch iron-rod at 1237.62 feet set in tha southerly line of said 3.05-acre trect, in all, 2040.25 feet to a 3/4-lnch iron rod set in the east. Une of Battleground Hoed f state Hlehwey No. 134), based on 120 feet in 'c'V THENCE N 2 27' 40" V,' with the east line of said 3sttlecround Road (state Highway No. 134), based on 120 feet in width, 75.0.feet to a 3/4-ir.ch iron rod set in the south.line of said Grantee'3 existing 22 feet wide easement; THENCE N 87 32' 40" S with the north line of said 65.970-aere tract and with the south line of said Grantee's existing 22 feet wide easement, passing a 3/4-lneh iron rod, the most wjsterl.7 corner of said Harris County Houston Ship Channel Navigation District's 3.05-ecre tract, at 464.25 feet, and passing 0 3/4-lnch iron red, the most westerly northeast corner of ssld 3.05-acre tract,, at 96.22 feet, in all, 2072.69 feet to the place of beginning, and containing 3.541 acres, 0,591 of one acre being in said Herris County Houston Ship Channel Navigation District's right-of-way. TEE GRANTEE HEREIN, its successors and essigis, acquire no mlnerela or mineral rights with this conveyance, the said minerals end mineral rights being excepted and reserved to the grantors, their heirs Bnd assigns, but it is expressly understood and so stipulated that the Grantors, their heirs and assigns, shall not be permitted to drill or operate for minerals on the land herein conveyed. THE GRANTORS HEREIN, their heirs and assigns, also reserve the right to extend railroad tracks and dedicated roads and streets from north to south across the land herein conveyed, and the right to extend nubile utilities on S6id roeds or streets. Said railroad tracks, dedicated roads or streets and public utilities are to be located so as not to interfere with the 2 I cr-Tirico copy certificate 51 /1 OP TEXAS CCL'MY OF HARRIS The forttotftfrit a trua and correct phoo*raphle copy of the or jintl racorU. now in my lawful Custody and potititiou, 1.:#d on ih# data atamoad U>aon and facordad in tha Rtco. 4, Voiuma and Pag# a* ttampad tnaraon. I hartoy canity on JIM t i 1972 015683 imprcv i-vnl s of thi rantea herein, its aucceaaon r assigns, which my at any time hereafter be placed on, over or under said tract of land* TO KAV5 AMD TO HOLD the above described presises, to gether with ali end singular the rights and appurtenances thereto in anywise belonging, unto the said Houston Lighting & Power Company, its successors or assigns, forever, and we do hereby bind ourselves, our heirs, executors and administrators, to warrant and forever defend al*. . *.ugulsr the said premises unto the said Houston Lighting k Power Company, its successors or assigns, against every person whomsoever lawfully delaine or to claim the same or any part thereof, other than said 0.591sere R.R. right-of-way and any reservation herein contained. deed. TAXES for the year 1952 shell be prorated as of date of VOCULSS our hands this to day of a A.L. 1952. h* <uA it - T ;* *. _ V.v y f. .W t U; ' U-' : ia-- fefefe'.S !1 / r.elle V. Crane Florence A. Ricr.enosskker PRINCIPAL y?j id* S. c. Ricsenoeser Pro forma i? ftn Belle crapo, vstorney in Pact for Florence A. R' -.kenbaker x c:'TiFf:o copy certificate 1 f YE Cf TEXAS CLLNTY CF HARRIS The lore|o.n*lt a true end correct photographic cooy Of the or.gmci record, now >n my lewrful custody end possession, 1 led on the dele stamped tneieon and recorded in the Record^ \oiuno end Pete at lumped thereon. I hereby certify on JUi t ] 1972 R. E TURPENTINE, JR,, CDltsTY clerk HAhf-i CJXj^TY^TE/aS _ //, /?// . 015684 staff OoFf ycrtx. comm' or sici-vcnd | BEFORE 13,. the undersigned authority, a Notary Fublie in snd for Richmond County, New vsr> t on this hoy personally appeared Claude T. Crapo end wife, Belle A. Crapo, both known to re to be the persons whose neites are subscribed to the fore going instrument, and scicnov.ledred to me that they each executed the ssxe for the purposes.and consideration therein expressed, and the said Eelle A. Crcpo, wife of the said Claude T. Crapo, having been examined by re privily end apert from her husband, and having the same fully explained to her, she, the said Eelle A. Crapo, acknowledged such instrument to be her act end deed and declared that she hei willingly signed the seae for the purposes anu vuusideration ' to retract it. .---ssed, end that she did not wish \V/. i t r ' GIVEN under cy hand and seal of office this JO 'dsv of V__________ A.D. 1952. --' r.v' c * l.'otsry rut/l-ic in nd for Richmond C'ounty, New v0rk STATE CF NE'.V YORK} Xv COUNTY CF EIOT.'ONB | BEFORE 13, the undersipned euthority, a Notary Public in end for the county of Richmond , in the State of l.'en York, on this day personally appeared Belle A. Crspo, knowa to se to be the person whose nice Is subscribed to the foregoing instrument, as the attorney in fact of Florence A. RlekeDbaker, joined pro forms by her husbend, B. F. Rickentsker, end acknowledged to me that she subscribed the ne-.e of Florence A. Rickenbaker thereto ss principal and the ret.e cf B. F. Riekenbekey, pro forms, es the husband of Florence a. Rickenbaker and her own name as attorney in fact, and executed the ssse for the purposes and consideration therein expressed, Bnd in the capacity therein set forth. GIVEN under my hand 6nd seel of office, this the JO day of Ortt^JL__________, A.n. 1952. "i T /. ,` y - Ir'ot ery/Kioi ic in and f cr RichnraS County,JJew fork VtH' Ichr-'" g r- ** ' Filed for Record ~9?9}s>sfs/>-s , at //,' S~& Recorded f>. :/9r/9S^_______________ _ at XlS* _o`clock o'clock V. D. MILLER, Clerk County Court, Harris County, Toxae. Deputy, C.""Tir;CO COPY CERTIFICATE &'*1! OF 1CFAS CCuMY CF HARRIS The <ru* and correct nnotozraoruc.coa1 t.s* ruincl tcord. nuw n my lawful custody arid costas* t.;d on the flat* atamotd Merton and racorflad in tn Heci Volume end Page 0* ttampod tnr*on, 1 neredy oartify on vK" t J 1972 * E. Turrcntine, jr,, COUNTY CLERK HARRIS BOUNTY. TEXAS ClPuty 0o/9 -n0,n,- rj> 9 015685 50" Vi wltn : c".stc>r.y i;.-,e of sold acre tract fci.71 feot to a 3/4-inch iron ro. for corner; THECE S 87 32' 40" V parallel to and 75.0 feet south of the north line of said 65.979acre tract, passing a 3/4-inch iron rod at 950.26 feet set in the northerly line of a 3.05-cere tract described in right-of-way deed dated August 23, 1?51 from Grantors herein to Harris County Hoaston Ship Chcnnel navigation District, recorded in Volume 2329, Page 606 of Harris County Deed Records, and passing a 3/4inch iron-rod at 1237.62 feet set in tha southerly line of said 3.05-ecre trect, in all, 2040.25 feet to a 3/4-inch iron rod set in the --Battleground Road (State Highway * ,dsed on 120 feet in width; TKErCE K 2 27* 40" '.7 with the east line of Bold Battleground Road (state Highway No. 134), based on 120 feet in width, 75.0 feet to a 3/4-inch Iron rod set in the south line of said Grantee's existing 22 feet wide easement; THENCE N 87 32' 40" S with the north line of said 65,979-aere tract and with the south line of seid Grantee's existing 22 feet wide easement, passing a 3/4-inch iron rod, the most wasterl.7 corner of ssid Harris County Houston Ship Channel Navigation District's 3.05-ecre tract, at 464.25 feet, and psssing a 3/4-lnch iron red, the moat westerly northeast corner of ssid 3.05-acre tract, at 896.22 feet, in all, 2072.69 feet to the place of beginning, snd containing 3.541 acres, 0,591 of one acre being in ssid Harris County Houston Ship Channel Navigation District's right-of-wey. THE GRANTEE HEREIN, its successors and assies, acquire no minerals or mineral rights with this conveyance, the said minerals end nineral rights being excepted end reserved to the grantors, their heirs and assigns, but it is expressly understood snd so stipulated that the Grer.tors, their heirs and assigns, shall not be permitted to drill or operate for minerals on the land herein conveyed. "HE GRANTORS HEREIN, their heirs snd assigns, also reserve the right to extend railroad tracks and dedicated roads { and streets from north to south across the land herein conveyed, j snd the right to extend public utilities on ssid roads or streets. ' Said railroad tracks, dedicated roads or streets snd public ; utilities are to be located so 95 not to interfere with the -2- c:-TiFiro copt certificate * T/n. or tcxas CCtMY OF HARRIS The torcreinitft tru and correct photofraphfe copy of i',i- crjintl ffcoro, now r* my lawful custody and poisatston, 1 ,*d on th* data itampad thasaon and recorded in tha Rtcor^ V criumc snd Pa* a itampod tha/aon, | hwtby comfy on Jli 2 1 1972 R. E. TURRCNTINE. J*H COUNTY CLlftK HAiitliS COUNTY. JCXAS 015686 ________- . 5i2S.___ No. CC 21 j044 !!VL-Z5-7=_ ,n 5.1,0 . .."r/2$S$.C0 l'iY-1-5? 0 lj T M 9 " P 0 IS ffl ^6 f/ - z.i: \J f a? fl'vv CCo........... nARRIS KI.'OW ALL ['EM BY THESE PRESENTS: That for and In consideration of the sum of Ten ($10.00) Dollars paid unto Celar.ese Corporation of America, a Delaware corporation with an office and place of business in Harris County, Texas (hereinafter called "Celanese") and Phillips Petroleum Com pany, a Delaware corporation with an office and place of business in Harris County, Texas (hereinafter called "Phillips") by Harris County Houston Ship Channel Navigation District, a governmental agency and body politic in Harris County, Texas (hereinafter called "Navigation District") and other good and valuable considerations rendered by Navigation District, the adequacy and sufficiency of which is acknowledged by Celanese and Phillips, said Celanese and Phillips, each as its interest may appear. Has Granted, Bargained, Sold and Conveyed and by these presents does Grant, Bargain, Sell and Convey unto Navigation District, subject to the provisions and stipulations hereinafter appearing, a strip of land 14 feet in width, lying in the Arthur McCormick Survey, A-46, Karris County, Texas, and in the southerly portion of that certain 118.63 acre tract of land conveyed by Phillips to Celanese by deed dated April 5, 1956, and recorded in Volume 3133,'Page 361, of the Deed Records of Karris County, Texas, said 14 foot strip being more particularly described as follows: BEGINNING at a point in the west line of the Arthur KcCornlck Survey, A-46, Harris County, , Texas, and the center line of State Highway #134, said beginning point being the northwest corner of a 22 foot easement granted by J. B. Nine et al to the Houston Lighting and Power Company and recorded in Volume 572, Face 511 of the Deed Records of Harris County, Texas; THENCE N 02 29'W with the west line of the Arthur McCormick Survey and the center line of State Highway >=134, 14.0 feet to a point; FEE TRACT CELANESE TO NAVIGATION DISTRICT 0.69 AC. 3/14/57 3691/591 D.R. TRACT (D) ON DWG. NO. C-.ALL-5406-E 015687 THENCE 11 87 -33'E, parallel with and 14 feet from the north line of said Houston Lighting and Power Cotr.pany 22 foot easement, 2149-0 feet to a point in the east line of the said 116.63 acre tract;- THENCE S 20 55'tf, with the east line of said 118.63 acre tract, 15.3 feet to the northeast corner of the said Houston Lighting and Power Company 22 foot easement; THENCE S 87 33'W, with the north line of said Houston Lighting and Power Company 22 foot easement, 2142.9 feet to the point of beginning and containing O.69 acres. To Have and To Hold, subject to the provisions and stipula tions hereinafter appearing, the above described lands and premises, together with all and singular the Improvements, appurtenances, rights and hereditaments thereto In anywise belonging unto the said 1,'avigatlcn District, Its successors and assigns forever, and Celanese and Phillips, each as its Interest may appear, agrees for itself, Its successors and assigns, to warrant and forever defend unto the said Navigation District, Its successors and assigns, .the above described lands and premises and every part thereof agalns the claims of every person whomsoever lawfully claiming or to claim the same or any part thereof.. The conveyance hereby made Is subject to: (a) that certain 30-foot pipe line easement In favor of Humble Oil & Refining Company, dated June 8, 1937 and recorded In Volume 1059, Page 159, of the Deed Records of Harris County, Texas; (b) that certain 10-foot pipe line easement In favor of Warren Petroleum Corporation, dated March 23, 1951 . and recorded in Volume 2292, Page 578, of the Deed Records of said County; (e) there Is excepted from this grant and reserved to Phillips, In the east 100 feet of said 14-foot strip, the right to construct, install, maintain, use and -2 t 015688 remove pipe lines, pole lines, drainage ditch, conduits, railroad tracks, roadways and similar usages In a northerly and southerly direction In accordance with the reservation In favor of Phillips in Its conveyance to Celanese dated April 5, 1956, and recorded In Volume 3133* Page 361, of the Deed .Records of Karris County, Texas; (d) there Is excepted from this grant and reserved to Phillips all those certain easements and rights heretofore granted by Navigation District to Phillips by Instrument dated October 25, 1956, and recorded In Volume 3250, Page 501, of the Deed Records of Harris County, Texas: (e) that certain easement for public road or highway purposes for State Highway #13^ (Battleground Road) lying on and across the westerly 60 feet of the above described 14 foot strip of land; and (f) the reservation, now made by E&^^Spssed Celanese, of all oil, gas and mineral rights, provided, however, that the lands and premises hereinabove described shall never be used for uses or operations Incident to prospecting, drilling extraction, production and saving of said minerals or any of them except by directional means from a site beyond the limits of the premises hereby conveyed, and provided, further, that neither Celanese eoe^^KSSss nor any oil, gas, or mineral lessee holding or claiming && under i> Celanese shall construct, In stall, lay, maintain or use any wire line, pipe line or \ conduit longitudinally along (as distinguished from across) said strip of land except under agreement from or with Navigation District, Its successors and assigns. -3 015689 Further, Celanese hereby reserves and excepts unto Itself, Its successors and assigns, the right to construct and maintain over and across (but not-longitudinally along) said 14-foot strip of land above described, private roadways, private walkways, power lines, pipe lines and/or other similar lines at such locations and at such times as It may desire; provided, however, that none of said private roadways or walkways .or aerial or sub-surface lines shall interfere with the reasonable use and enjoyment by Navigation District, Its successors and assigns, of said 14-foot strip; and provided further that Celanese shall not construct. Install or maintain more than 8 pedestrian and/or vehicular private ways at grade across said Ill-foot strip, and all aerial structures or Installations of Celanese shall be Installed and maintained not less than 30 feet vertically at right angles above the ground.level and all underground Installations shall be Installed and maintained at least 4 feet below ground level. Except to the extent of the reservation In sub-paragraph (c) hereinabove set out, and Insofar and only Insofar as said 14-foot strip of land hereinabove described Is concerned, Phillips does hereby release, remise, relinquish and qultelalm unto Navigation District, Its successors and assigns the easement reserved by Phillips In Its conveyance to Celanese, dated April 5, 1956, referred to In said sub-paragraph (c). IN TESTIMONY WHEREOF, these presents have been executed this.....Irt'.'i day of , 1957. crecary PHILLIPS PETROLEUM COMPANY By zf- ' Vice President ~/C?4 CELANESE CORPORATION 0? AMERICA By vaCc frcaiwcri'C l Piled for record May 1. 1959, at o'clock Recorded _________ May 2, 1939, at f; o'clock g. R. E. TURRENTINE, JR., Clerk County Court, Harris County, Texas. By. w"Deputy, H. M. / ** :, 015690 i! i i ( i I' 1i 1 i! ! I XHIfl Jill! H * *t 002-12-0318 Uln Z0 DEEDS w.3738 fjlS4 TIB STATS Of TEXAS | n?0/ All ICS DT THECS rrCTEHTSl coum 0/ kaiuiju | , 'h 'J ' b *l U i / THAT Harrla County Boulton Ship Channel navigation Dlatrlat, a goveririantal jijenoy and body pelltla of Harrla County, Texat, hereinafter tailed Orantor, for and in aonaldaratlon of Tan Dollar* ($10.00) and othar good and valuable aonaldoratlona aovlng to Orantor fro* Humble Oil k defining Cerpany, a Tazaa corporation, harolnaftar sailed Orantaai thr adequacy and aufflalanay of vhleh . 1 j aonaldaratlon la aoknowlsdgid ty Orantor, has granted, bargained, told and conveyed and by thtao praaanta doaa grant, bargain, atU 1I and eonvey unto Orantoo, Its atiaoaaaora and aaalgna, upon and aub* : |aat to tho reservation* to Orantor harolnaftar made, and aa mil aubjeet to tho provision hereinafter appearing, that aortal* IWaot atrip, plaae or parool of land out of tho Arthur Hecorwlek lurroy, - *' A-45, In Harrla County, Toxao, aor* partleularly daaarlbod aa follow a EEOIimitta at an Iron pipe eat at the Northeaat eoma<* of a oertaln 22-foot eaeenent granted to the Houston Lighting aid Power Company by J. B. Hint st al by caeersnt dated Ootobor 9, 1925, resorded In Vol, 572, pace 511, Dead Reoorda of Harris county, Tsxaa, Hold point being 23.96 feat Horth 20 55' East froi the northeast eorasr, (earned by a 3/4-lnsh Iron- rod) of. a sorts la 3,54 sere trsot of lend out of thO Arthur MoCornloic Survey, Harris County, Tsxaa, doodad to tha Houston Lighting end Power Conieny by Balls A, Crape st al and record'd in vol. 2ni9, page 524, Deed hsaorda of Harrla Ccunty, Taxaoi * `; I TKEllCE South 87 33* Vnst ulth the Horth line of said 22-fcot euecvant 11142,52 feat to a point in the center lint of Sttt* manway 1J4 to a point for oornsri i; Tidies with said center line Horth d 89* Heat 14 ........... feat to a point for aornerj TH5NCR Horth Oy 33* Enat 14 feat distant northerly frea erd parallel to tha Horth lino of said 22-foot eaeemint tr.-ot 2140.57 foot to a point In the Etta I llr.e of t.ho-o oortoln pnroola of lend oonveyod by Phillips rotroleua Company to Colonise Corporation of Amirlsn by deed dstnd April 9, 1956, er.d reoerdod i in Vol, 5135, pic* 361 of tha Docd Kooords of Kirrla County, icr.ia. Cor the Horthocat ooraar of laid traolj t , : , 's > r> i X COUNTY OF HARRIS ) posiMjron, en in* o.ti* * *,2** 'feu*'<*r tu iffflie'.f.O'tqhnlr,w|,fie|Mietjylickaariunfiy on i_ *t**fw"tificBtiOmtliiwgftuamnfdteiDiI**S(nfVa(m1 pn^, JAN 2 ^ 1973 /C'dpufv r**m o0.6896 AC. 1^/2?1/I528ICT 3T703H6U/1M6B9LED,I ^TRACT (T) ON DWG. NO, C-ALL-5906-E 015691 (. ,4 u *- t 002-12-0349 w.3738 wtj.65 . THINGS South 20* JS' Viat tth-tho Hot lino of tho tnoto laat nnttOMl tj.25 foot to tho piooo of baglnnln;, containing 3,6096 aoro of land, aoro or < ltia, out of tho Arthur KoComloic Survey, Harrla County, Ttzaa, TC HAVS AND TO HOW, uooo and aubjeat to tho roaorvatlooa to Orantor harolnaftor nsda, and aa Mali aubjaat to tha prevlalon horolnaftar appearing, tho abova doaarlbad land, and praalaaa and - every part tharoof, togothor alth all and alngular tho rlghta and horodltaatnta thoroto In anyulia bolonglng unto orantao, lta auootaaora and aaalgna forever) and Orantor horoby blnde ltaolf, lta auoaanaoro and aaalgna to warrant and forover dofand aald latal and proolooa and ovary part tharoof unto tha aald Orantao, lta auooaaaori and aaalgna, agalnao tho olalna of ovary poraon ohrnao* ovor laafully elalnlng or to olata tho. earn,or any part tharoof, Thlo oonvoyanoo la nado by Orantor and aoaoptod by Orantao aubjeet toi (1) tho oaaoaont and.rlghta outatandlng aa of thO data haroof In favor of Orantao hotoln, aald aatanant and rlghta being non llaltad to tho land htroby aonvayad by vlrtuo of a partial roloaao by Orantao horoln In favor of orantor) and (a) tha roaarvatlon of all oil, gaa and othar nlnarolo V appeartrg In that oartaln daod of oonvoyanoo to Orantor horoln fro* (jointly) ctlanoao Corporation of Anorloa and fhllllpe fetroleua Conpany and oovarlng tha 14foet atrip of land horoln* abovo aad la told oonvoyanoo aaaorlbad) and (3) tha roaarvatlon to aald calanaaa corporation, lta auootaaora and aaolgna, of tho'right to aonatruot, ulntaln and uoo, atroot but not longitudinally along aald 14*foot atrip of ' ` land hnrotnabova doaarlbad, aartoln prlvata roaduaya and valfteya, plpa ltnoa, power llnsa and a*nUar llnaa, oonfornabla o auah roaarvatlon appaarlng In tho aforoaontlonad Coal of aaovoyanoo to Orantor horoln fra aald Colombo Corporation and aald fhllllpa fatroloua Oerpocy) and ,> l.. 1 ! ' 'I -* I COUNTY OF HARRIS ) I h<rc3v cituty that iht abova and (drscotni ll a lull, true, and corrcet photo? rar-nic ropy of tho original iccom no# m my lawful euttoav and rosim.on. fil'd on iho pact ttsmoad ihdrton and as the gang is tacoma m itt* ftecoidor t ftecaids in my oinc* and pmarval on tfhiigicrraccM-nm, I. nganrrd6yhcaavninigty moniero/titn tfantiticatioA ftumbat as stamped JAN 2 <11973 rniE|'TMRRENTlNE* JF*- .^{puty 015692 00/2-12-0350 va3?3ti rtl6S (4) that aartala pipeline right of rap# aaroaa tM aattrlp and of tho above daaarlbad 14-foot atrip of land, (ranta bp oraotor htrain to told phlllipa Patrolaua Ootpanp bp toBTapanaa 11 datad Ootebar t% 193$# roaordad la Toluna 3190# page 901# of tho 9aad Bttorda of Karrla Oauatp# fault *od (9) that aartala aaaamot for publta road or IUqm< d/ purpoaaa for Itata JUglrap 1J4 (Battleground Paid) lying oa and aaroaa tho vaatarlp 60 foot tf the abort daaarlbad 14-fMt atrip of land) ar4 (6) tha aaaaanata and rights outataodlag aa of data haroof la faror of aald Phillips patrolaua Coaptny a&d aald Oalanaao Corporation# partlaularlp (but not bp tap of oulualoa or Malta* tloa) thoaa appaarlog la that oartala oonrapanaa froa aald PhUllpd Patrolaua Ooepaop to aald Ctlanaaa Corporation# datad April 9a 1996 and ro.aordad la Voluao 3199# pago 361# of tha Paid Xaaorda of aald I Oountpi and orantao roaognliaa that aa of tha data haroof oraotor haa a Una of railroad traeb upoa and diagonally aaroaa tha aaatara portion of tho abort ieeerlbed 14-foot atrip of land# and Orantao J agrora that tranter ahall oootlnuo to haro aa aiitoant far tha , v b Vi ulntenanee# repair# raaonatruatloa and raaoral of tha aiaa orar and aaroaa aald atrip of land. Bub lb la agpreialp atlpuleted aal agraed thab Orantor ahall oarar raqulrt of-Orantoa anp paralt or llaenat or aako or auab anp faa or aharga of Orantao for tha aonatruatloa# ulntananaa and via# bp Croatia of anp plpa 11m under and aaroaa or anp otra 11m orar and aaroaa Creator's thao* ' xlatlng railroad traab or tnaira vlthln laid 14-foot atrip of land# but onntao ahall giro to Orantor raatonablp adaquata (and auopt la ana of OMrgoMp# at laaab thirty days* urlttao) notlao ' of Orantae'e propoaal and daalro to lap# iMtall# M latala and uao i a plpa Una or Unto under or alro 11m or ItMa orar creator's I railroad treats# auoh Mtlaa to ba aeeoapanled bp draulnga oad. -- l .9 1 'V I I u I ;/ cuuNnr OF HARRIS ) 'JjZtn.lnx< come, sssTi teS sarunrsrsS? JAN 2 A 1973 R. . rUBHENTlNE. JR. COUNTY CLERK IIS CpUNTY, 015693 I A Jj: 002-12-0351 va373li d67 othar tnr.lnaarln* dm tuffUlant to spprlit Qrsntor of th* pits*, canr.sr and nathod of auoh lnitsUatlon and that auoh lino or llnoa *111 bo construatsd* lnatallad and ulntalnad oonforaabla *lth law and *tth Orantor1a th*nourront ftnoral atindarda and raqulrasanta for pip# lino tnatallatlona uadar and aaroaa or lro lino Install** tlona oTcr and aorota orantor** lino of railroad* 01 TZ3T0soar wcaxor tthat* proaanta hat* boon osaaatad thla tho A/ dapr et^h 5T. r ATIESTl ** ti*."'.*./ , KAJWIS COUfOf HOUSTOM SHI? C1UU.1SZ. XAV30ATI0H DISTRICT i u.serlt*rjr. sav-?'-* -1' ns STAts.of. jnacAd | coww or karris | o^fSAS^4- . asrons MS* tho undaraignod authority* oo thla day paraonally apptarad . J> 7*. 7*fK/tsn, lcno*n to at to bo tho poraoo hot* naa* la aubasrlbed to tho fortgolng lnatruaont aa Oonoral Kiius*r of karris oouiot howtos suit ohahhxl Rivzomo^ district a and aaknovltdgad to no that ho ouautod tho atoo for tho purpoaaa ' and oonaldaratlon tharaln oxpraaaad* and aa tho aot and daod of tald Karri* Oounty Kav.itcn Chip Cbanaol Marlcatlon Slatrlat, CJ'" ozvoi tnroi n hub Ain ssal a omathu*g/^d> af v*w --|-- A. D* 1357 1-it*ij/ i-ujlio id *I>0?" 'Harrla County* tiui, /ftp l^MllllMOat Xp***-^&m`** 4 ' >I ' A- THE STATE Of TEXAS ) COUNTY Of HARRIS > I htitbY ttrtify that tii* aba** and foracowtc it full. |ru and i pi'OtCfftohtc copy of >ecord now m my lawful custody %uS pos(is>an. tiled m tna daia itamaed mt*on and aa iht tarn* a ^JJ?^0*f * 1,C#rM lfl < ini pitlirvtd OR miemiiim. and havmr mc/oliitn idtauticofiM numtar at aiamood intfton, l barter etftify on JAN 2 -11973 R. E. TURPENTINE, JR, COUNTY CLERK HAARRRIS COUNTY,. TEXAS ______ / V * ^|D*pwt)f M 015694 002-12-0352 rnffTM1* en c K\-9 ta37CB r163 m rto * I I? ****** * * "** Mg^| I Jj I ! f *.* v i WUUNTV Of HARRIS ) JAN2 4 1973 *. TURPENTINE. JR COUNTY CLERK ' HARRIS COUNT rX lA < i \ . i\ V * I i 015695 `I- r I 002-12-0353 i I i S tr i s ft -f I I V-** rLf.7M~. I v \ I I ` *.* *.4- t I j ) .. . f 1 I < II i1I l < s\ K \\ THC STATE Of TEXAS > COUNTY OF HARRIS ) rccoidcd M in. w, .X. .J ' ,J.2, * sc'ar"* ***&-vsjvssjz JAN2 41973 015696 No. CC l o045 i.rrii-r i^r -* *- DSSS7.:o / t *\ -- .>*AY--1-5 0 l' 7 ; o p o IS ,'J t V. \ STATE OF TEXAS COUNTY OF HARRIS KNOW ALL KEN BE THESE PRESENTS: That for and ^ration of the sum of Ten Dollars ($10.00) paid unto Celanese Corporation of America, a Delaware corporation with an office and place of business In Harris County, Texas (hereinafter called "Celanese") and Phillips Petroleum Company, a Delaware corporation with an office and place of busi ness In Harris County, Texas (hereinafter called "Phillips") by Harris County Houston Ship Channel Navigation District, a govern mental agency and body politic In Harris County, Texas (herein after called "Navigation District") and other good and valuable considerations rendered by Navigation District, the adequacy and sufficiency of which Is acknowledged by Celanese and Phillips, said Celanese and Phillips, each as Its Interest may appear. Has Granted, Bargained, Sold and Conveyed and by these presents does Grant, Bargain, Sell and Convey unto Navigation District, subject to the reversion and to the provisions and stipulations hereinafter appearing, a strip of land, 56 feet In width, lying In the Arthur McCormick Survey, A-45, Harris County, Texas, and In the southerly portion of that certain 118.63 acre tract of land conveyed by Phillips to Celanese by deed dated April 5j 1956 and recorded in Volume 3133, Page 361 of the Deed Records of Harris County, Texas, said 56-foot strip being more particularly des cribed as follows: BEGINNING at a point In the west line of the Arthur McCormick Survey, A-46, Harris County, Texas, and the center line of State Hlnhway #13^, said beginning point being N 02 29'W 14.0 feet from 015697 the mrthwest corner of a 22 foot easement granted by J. 3. Hine et al to the Houston Lighting and Power Company 2nd recorded In Volume 572, Fage 511 of the Deed Records of zrm;. 0 ? CT* 11 LCl'iilY Cf r ivATS Harris County, Texas; .. ....... ... ' ..... FEE'TRACT 7h > tic Of . ..1 -I1-r.f'.j7rj. n,o,w 7,n ,,,ovn<< eTKCtUJI0"W()yfc,rnaaohie caov of CELANESE TO NAVIGATION DISTRICT f f 4 cn VciuHiw 01;:-aaVPJoV.e iuamS.Mladi.iou'.a"'m*jn.r.o*"n3, | lwU) m in. CMtllf R.e0fJ ^ 2,74 AC. 3/14/57 3691/595 D.R. Jl'l Y. \ 1372 TRACT ON DWG, NO. C-ALL-5406-E R. E. TURRENTINE JR, COUNTY CLERK HARRIS,COUNTY. XXAS __ dSCOEiia TKE:;cE N 02 29'W, with the west line of the Arthur HcComick Survey and the center line of State Highway #134, 56.0 feet to a point; THE:;CE N 87 33'E, parallel with and 70 feet from the north line of said Houston Lighting and Power Company 22 foot easement, 191.6.-4. feet to the point of curvature of a curve to the right; ' THENCE southeasterly, with said curve to the .'r, /..a radius of which Is 491.9 , for a distance of 180.9 feet; TKEHCE S 710 23'E 60.3 feet to a point in the east line of the said H8.63 acre tract; THENCE S 20 55'W, with the east line of said 118.63 acre tract, 40.7 feet to 3/4" Iron red, the southeast corner of said Houston Lighting and Power Company 22 foot easement and south east corner of said 118.63 acre tract; THENCE S 87 33'W, with the south line cf said Houston Lighting and Power Company 22 foot easement and the south line of said 118.63 acre tract, 42.5 feet to a point; THENCE II 71 23'W 19.0 feet tc the point of curvature of a curve to the left; THENCE northwesterly, with said curve to the left the radius of which is 435.9 feet, for a distance of 160.3 feet; THENCE S 87 33'W, parallel with and 14.0 feet northerly from the north line of said Houston Lighting and Power Company, 22 foot easement 1916.4 feet to the point cf beginning and containing 2.74 acres. TO HAVE AND TO HOLD, subject to the reversion and to provisions and stipulations hereinafter appearing, the above des cribed lands and premises, together with all and singular the Im provements, appurtenances, rights and hereditaments thereto in anywise belonging unto the said Navigation District, its succes sors and assigns forever, and Celanese and Phillips, each as Its Interest may appear, agrees for itself, its successors and assigns, to warrant and forever defend unto the said Navigation District, c:~t, f. T 1 j eery c, or U ; 14 C F K.MI.M *A7t ,nr3 a-,a '"''1 i i h custody *n/j no*; jn,o.a in.r.on,,,,,,c0> CQrtl(> ( m E. TURRENTINE, JR COUNTY CLERK KARRI? COUNTY. TEXAS ~ Zh,. 015698 --______ - y / ^ , 6?/--ff/ Its successors and assigns, the above described lands and premises and every part thereof against the claims of every person whomso ever lawfully claiming or to claim the same or any part thereof. The title to the above described lands and premises shall revert to and revest in Celanese, its successors and assigns, (subj to the easement and right of way of Phillips reserved in that certain 122 foot strip along the south side of Tract I described in deed of conveyance from Phillips to Celanese dated April 5, 1956, and recorded in Volume 3133, page 361, of the Deed Records of Harris County, Texas) without necessity of notice to Navigation District or re-entry upon said premises above described upon Navigation District's cessation (for a period of 180 consecutive days, exclusive of any period during which operation of railroad trains, engines or cars over Naviga tion District's line of railroad located upon said Btrlp of land may be suspended by reason of war, civil disturbance or commotion or insurrection, act of God or the public enemy, strives, lookouts, labor unrest or disturbance or failure or refusal of railroad labor or personnel to operate railroad engines and cars over and along said line of railroad, or other matters beyond Navigation District's control) of use of said strip of land for railroad purposes The conveyance hereby made is subject tot (a) that certain 30-foot pipe line easement in favor of Humble Oil & Refining Company, dated June 8, 1937 and recorded in Volume 1059, page 159, of the Deed i i Records of Harris County, Texas; (b) that certain 10-foot pipe line easement in favor of Warren Petroleum Corporation, dated March 23, 1951 and recorded in Volume 2292, page 578, of the Deed Records of said County; 3 015699 (c) there Is excepttd from this grant and reserved to Phillips, in the east 100 feet of said 56-foot strip, the right to construct, Install, maintain, use and remove pipe lines, pole lines, drainage ditch, conduits, railroad tracks, roadways and similar usages in a northerly and southerly direction in accordance with the reservation in favor of Phillips in its conveyance to Celanese dated April 5, 1956, and recorded in Volume 3133, Page 361, of the Deed Records of Harris County, Texas; (d) there is excepted from this grant and reserved to Phillips all those certain easements and rights heretofore granted by Navigation District to Phillips by instrument dated October 25 1956, and 'recorded in Volume 3250, Page 501, of the Deed Records of Harris County, Texas; (e) that certain easement for public road or highway purposes for State Highway #134 (Battleground Road) lying on and across-the westerly 60 feet of the above described 56-foot 3trip of land; and (f) the reservation, now made by ras.H?:1. -1 Celanese, of all oil, gas and mineral rights, provided, how ever, that the lands and premises hereinabove described shall nev,..- be used for uses opera tions incident to prospecting, drilling, extraction, production and saving of said minerals or any of them except by directional means from a site beyond the limits of the premises hereby conveyed, and provided, further, that neither Celanese ssr ''" ~- nor any oil, gBB, or mineral lessee holding or claiming under chrr. Celanese cSiT'T/n'pjcc?o ueeuriy'-'TTJCATe Cocmy cf t.\nr. Th? lo'cr.oin^, u* cr .-.or i record. * <"0 on Die dte tie Volume and p<j* 4 'n3 '*co,dM ''on. 1 n.r.t>, t M'i a I 1:3,2 v*Wir CLERK V / * "tTc/Ixas Bxs _ -4 - 015700 'icjAiL 0 11. shall (. install, lay. mail. in o c any wire line, pipe line or conduit longitudinally along, (as distinguished front across) said strip of land except under agreement from or with Naviga tion District, its succesoors and assigns. Further, Celanese hereby reserves and excepts unto it self, its successors and assigns, the right to construct and main tain over and across (but not longitudinally along) said 56-foot strip of land above described, private roadways, private walkways, power lines, pipe lines and/or other similar lines at such locations and at such times as it may desire; provided, however, that none of said private roadways or walkways or aerial or sub-surface lines shall interfere with the reasonable use and enjoyment by Navigation District, its successors and assigns, of said 56-foot strip; and provided further that Celanese shall not construct, install or maintain more than 8 pedestrian and/or vehicular private way3 at grade across said 56-foot strip, and all aerial structures or In stallations of Celanese shall be installed and maintained not les3 than 30 feet vertically at right angles above the top of the high est rail of Navigation District's track or tracks and all surface or underground Installations shall be Installed and maintained of sufficient strength and structure and at sufficient depth so that Navigation District shall not be at any expense Incident to con struction, installation, repair, reconstruction, relocation or multiplication of its line or lines of railroad over, upon and along said 55-foot strip; and provided, further that each such installation by Celanese, whether aerial, surface or sub-surface, shall be at charges, rates or rentals then currently in use by Navigation District for similar installations and upon standards and specifications then currently required by Navigation District for similar installations, each such installation to be covered by a particular agreement in form then currently used by Navigation District, r.o work to be commenced until expiration of thirty (30) days after receipt by Navigation District from Celanese of CS"TIFICD COPY CERTIFICATE ST * U CF 11XA-J CC.L mIY CF HARRIS -5- 015701 *.*.I ' written request therefor accompanied by necesccry Information and drawings. Except to the extent of the reservation In sub-paragraph (c) hereinabove set out, and Insofar and only insofar as said 56-foot strip of land hereinabove described is concerned, Phillips does hereby release, remise, relinquish end quitclaim unto Navigation District, its successors and assigns the easement reserved by Phillips in its conveyance to Celanese, dated April 5, 1956, referred to in said sub-paragraph (c). IN TESTIMONY WHEREOF, these presents have been executed this 1-th day of "~-rch, 1957. * -- 7 * 1 .. * . * `* . : , wMLu, 1 "f'v:;-; -v- T ~ Secretary PHILLIPS PETROLEUM COMPANY (J Vice President CELAKESI CORPORATION OF AMERICA By Vice Presioent STATS OF OKLAHOMA COUNTY OF WASHINGTON BEFORE ME, the undersigned authority, personally appeared on this date, --T- /T- '' , Vice President of Phillips Petroleum Company, /-mown to me to De the person and officer whose name is subscribed to the foregoing instrument of writing and acknowledged to r.e that the same was the act and deed of said Phillips Petroleum'Company and that he executed the same as the act and deed of said Phillips Petroleum Company, for the purposes and consideration therein expressed and in the capacity therein stated. _&IVEU UNDER KY EAKD AND SEAL OF OFFICE this -f' - <^7 of - / , ___ , 1957. **T OecftiM'ta Impire , //-/ 9-Cr; Notary Public in and for County of Washington, State of Oklahoma KAT.THA !_ DAVIS. NOTARY PUELtC IN AND FOK SAID COUNTY AND STATE 6- cr-.nneo copy certificate ST-.lt OF TEXAS CClNTY of HARRIS 111* original racora. now In U"7._. , ov of I :aaon tha Data itametd m.raon1?" l*`,,"lon' Yoluma and P.f...tr* JUl 2 J1972 B. E. TURPENTINE. JR, , COUNTY CLERK Harris county. Texas ay2 Dcpujy 015702 __ dicoiua o bco S // )4, STATE 0? COUNTY 0F_ /<? IV- j I' & BEFORE MS, the undersigned authority, personally appeared on this date, ,.Y-^ _______ , Vice President of Celar.ese Corporation of America, known to me to be the person and officer whose name is subscribed to the foregoing Instrument of writing and acknowledged to me that the same was the act and of said Celanese Corporation of America and that he executed the sane as the act and deed of said Celanese Corporation of America, for the purposes and consideration therein expressed and In the capacity therein stated. . ^GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of Y/l Z. 1957. /-/ -- Notary Public In and for County of vrv/ , State of x '/ PTl m. ** Htr . >*.. .1 sn Tr K*. o; > C Hinh. . . c-rI.f.wJ-Jr.* *iib S.v I ' * !'JSC?lerk Filed for record May 1, 1959 j at /<g.vy a o1 clock__^_ Recorded May g, 1959 _______ . at f.1;? o'clock ^ R. E. TURKSJTINE, JR., Clerk County Court, Harris County, Texas. Deputy. M. M. cr'T,r!ro cg~y c~; Ci/.Tt cf Tr: Ai Ct L I.1Y CF HAiXIS flCATE ic!umc ina ........... Jl'i >. ) 197?. R. e. TURRGNTlNC, JR, COUNTY CLERK HARRIS COUNTY^TEXAS touty 015703 UJ lijcosua -.. / /p / i I < A/ r i */*' M 0': l i'C-- THF. STATF. OF TF.XAS I COUNTY OF HARRIS I r: rj orm Rtcor.os M 74W ,-,,203 KNOW ALL MEN BY THESE PRESENTS: THAT Celanese Corporation, a corpnrat fen, hereinafter sometimes celled "grantor", for and In c aci trrntion of Ten Dollars ($10) and other valuable cons 1 dcrit inn raid by Humble Pipe Line Company, a corporation, herrirafirr celled "grantee", the receipt of which consideration is nckn-^**' *d: * , . grants, bargains, sell* and conveys unto grantee, iru sue- r eessors and assigns, cno following described land "Ituited in Harris County, Tr*ss, tn-wit: ! * J <y i 1 (a) RFCJNNINC at a point in the east right of way line of State Highway No. 134. (Battleground Rond) and the northwest corner of a 3.66-acre tract of land conveyed to Houston Lighting and Power Company by Belle A. Crapo et al, recorded In Volume 2419, page 524, Deed Records, Harris County, Texas, being a point in the south line of a 118.63-acre tract of land described .as Tract No. I in deed from Phillips Petroleum Compan; to Celancse Corporation of America, recorded in Volume 3133, page 361, Deed Records Harris County, Texas, said tract located in Arthur McCormick Survey A-46, Harris County, Texas; THENCE, N 02* 27' 20" W. 122.0 feet along the east right of way line of State Highway No. 134 (Battleground Road) to a point for the place of beginning of a 2.452-acre tract hcreinufter described; THENCE, N 87* 32' 40" E. 2125.65 feet to a , i) point in the east line of said 118.63-acre tract end the west line of Harris County Houston ` j Ship Channel Navigation District 0.461-acre tract recorded In Volume 3470, page 232, Herd Records, Harris County, Taras, said point dis tant N, 20* 55' 50" E. 132.0 fret alor.p. said line from the northeast corner of above men* tinned 3.54 acre tract; THENCE, N 20* 55* 60" E. 64,4R feet along snfd east and west line to a point; 1 i THENCE, S. 87* 32' 40" V. 2147;D7 feet to a i point In the east right of way line of State Highway Ho. 134 (RatlIground Road); 1 i THK'irK K. 02* 27 ' 20" K. 50.0 feet .-Inn.- n|d east line to the place of beginning aihd rrrvtaln- 1 ing 2.452 acres, more or lean. \ \/ <h> All that certain tract of land drnrrlhed a* a 4 strip thlrtv feet (30*) in width containing 1.66 i O V yj *0 u Of* S- s. 'i V CD r> C3 l V. C*> I tr cr. Vu [r ? r ) THE STATE 0? TEXAS ) COUf. IY OF HARRIS 1 1 hc*5,' c>'i.fr th*i im ibovt aad lof'cmni ti ML true. and cafraet pfM> ric*ohc cio ct m* onin*i rttcfo io * my lawful cuttodr and rf'sion. i.ire on in* daia iitmaad ttuiaon and u tnt am* a urgi^efi m 11.c ec*fdr l Ao*a * m* oflca and on mmucrriooiAiim, l, haarn.it7ncit>ifrty m00*rafilm Ramification num&ar as iiimpad JUL6 1972 R. E. TURRENTINC, JR, COUNTY CLERK HlAAR^RRJISS COUNTY. TEXAS / (J FEP TRACT CELANESE CORP. TO HUMBLE PIPE LINE CO. (A) 2.452 AC. (B) 1.46 AC. 12/16/68 7452/203 D.R. TRACT ON DWG. NO. C-ALL-5406-E 015704 DCED recced: m 7452 .-i. '&) IGC-34-J G5r '! *v;< 3 } r `i i 3 1] I i acre# and being the north thirty fret (30*) of the 122-foot wide easement reserved In deed dated April 5, 1956, from rhlllips Petroleum Company to Celanesc Corporation of America recorded In Volume 3133, page 361, Deed Rceords of Harris County, Texes, to which reference is here made. (c) All of grantor's reversionary Interest in that certain traet of land described aa a strip fourteen feet (14*) in width contain ing 0.6696 acres in an casement dated January 21, 1956, executed by H*r**ls Countv u*..*ron Ship Channel Navigation District to Humble Oil & Refining Company, which is recorded in Volume 3736, page 164 et scq., of the Deed Records of Harris County, Texas, to which reference Is here made; subject, however, to all valid reservations and exceptions, easements, restrictions and conditions which are properly of record and which affect the land conveyed hereby, to any state of facta that is apparent or that a careful survey of the premise would disclose; and subject, further, to the following reser vations, exceptions and agreements, to-vit: (1) Crantor reserves all oil, gas and other minerals under and that may be produced from said land, together with the right of Ingress and egress thereto for the purpose of exploring for, developing and producing the same; provided, however, that in exercising such rights of Ingress and egress for said purposes, no well may be drilled thereon or any tank or other structure erected on the surface thereof, but said oil, gas or other min erals thereunder shall be produced from and through surface lo cations on lands other than that above described. (2) Grantor reserves, without limit as to size, number, kind, nature or location except as hereinafter specifically pro vided, easements to cross the above described land or any part thereof et any angle not less than thirty degrees (30*) for the purpose of constructing, Installing, operating, maintaining, repairing, replacing, reconstructing, inspecting and removing In any manner which will not damage or unreasonably interfere with grantee's then existing pipe lines and other facilities and Improvements thereon, railways, roadways and crossings for vehicular and pedestrian traffic, pipe lines and telephone or other communication lines. In this connection, however, grantee agrees that it will not construct on the surface of said land any building, facility or other installation which would have the effect of unreasonably preventing or interfering with the exerrlse cf the easement rights herein reserved to grantor, and grantee further agrees that any pipe lines constructed by it within the boundaries of the land hereby conveyed shall he hurled with the top of the same at least thirty-six Inches (Vi") below the surface of the earth. (3) Crantor re serves an casement to mnintain and use for the parking of automobiles and other vehicles the surfaced parking area presently used for such purpose which is located adjacent to State Highway No, 134 on the westernmost portion of THF STATE or TEXAS ) COUNTY OF HARRIS ) I fuictiv Ccri-tf IAI Iht Core IM forcroln. Lr a |u|| true irC cancel POcvr.pn. cap, ol in, p,,,,,,,i IKC,t ,, c! VnivV3;" .".`/So .i JUL6 1972 R. TURRCNT1N JR, COUNTY CLERK HMRIS COUNTY. TEXAS the above described lend and grantee agreca that it will noc construct above the surface of such parking nrro any building or nthrr intal1stIon. If the construction of any pipe line beneath the surface interferes with or obstructs entry to or th use of said area for the parking of automobiles or other vehicles, grantee at Its own expense will furnish a suitable alternate entry to such area during any period of pipe line construction and thereafter vtli promptly restore the surface to reasonably the same condition as that in which It previously existed. Cl (4) Without regard to negligence or fault, grantee agrees to pay any and all damages of every kind and noture suffered by grantor caused by or arising in whole or in part out #* & construction, operation, maintenance, repair, removal, :** existence of any pipe line or other building or other ins*... lation on or under said land, save and except such damages as may he caused by the willful acts or solo negligence of grantor. Grantee further agrees to reimburse and indemnify grantor for and hold prantor harmless from any and all claims, causes of action, liability, losa, damage or expense of every kind and nature, including but not limited to, attorney's fees and costs, which may in whole or In part be caused by or arise out of the construction, operation, maintenance, repair, removal, use or CD ? -CuO- existence of any pipe line or other building or installation on said land, sove and except such damages as may be caused by the willful sets or sole negligence of grantor. Grantee here CD cn CD by relrases grantor from any and all damages which may be sustained by grantee which arise out of the operation of grantor's business on land presently owned by It which Is either near or adjacent to the above described land, save and except such damages as may be caused by the willful acts or sole negligence of grantor. (5) As used herein the term "grantor** shall include the M successors and assigns of grantor, and the term "grantee" shall include the successors and assigns of grantee; provided, how ever, that Humble Pipe Line Company shall not he liable to grantor in damages or otherwise for the performance of any agreement herein contained on the part of grantee to be kept and performed when such damages or failure or performance are caused by or result from any act or omission by an assignee of Humble Pipe :4 Line Company and to which the said Humble Pipe Line Company has not contributed. (6) All agreements herein contained on the part of grantee to be kept and performed shall be covenants running with the land, TO HAVR AND TO HOLD the above described premises, together with all and singular the rights and appurtenances thereto in any wise belonging unto grantee, forever, and grantor hinds it self to warrant and forever defend all anti singular the said premises unto grantee against every person whomsoever lawfully claiming nr in claim the same nr any part thereof hy, through stul under grantor, but not otherwise. RXRCirrrn this U' * day of 1QAA. ATT! r.T: l anl 1 r i ri n| y * CF.LAMESE COPPOPATTotJ / / Treasurer nx Atm, By Y' .-/..// ///" Srrtriary 6 THE STATE OF TEXAS ) COUNT Y OF HARRIS ) I h--c3y certify lhat iht above aid lorafoinj h full, Hut. tftd Ctrract tVr9v"&t.*u*taQoftf.t<taCOaOr9t*f\ li;*.t o9ai|uinalllamiKwOaifl nmoa*tmronrorjro.j*lw,1< CutioCr aand rf'ifC * |h* ftasorMr'i NacMdi in rr ort* ,ni on irwro<>>m. and *a<nt mtuuMm UeniifwtHwi numow at tiampsd U.crton. I hmto unify on JUL6 1972 R. C TURRCNT1NE, JR,, COUNTY CtCRK HARRIS COUNTY, TEX^S T /."Lsoofy T 015706 bSGI-VC-QOI THE STATE OF NEW YORK | COUNTY OF NEW YORK I 0CCD fit-Tnr BFFORE ME, the undersigned authority, on this day per sonally appeared VM O r\. ..a, Treasurer of CF.IANErF. CORPORATION, a corporation, known to me to be the person and officer whose name Is subscribed to the foregoing in strument, and acknowledged to me that th same was the act of said corporation, and that he executed the same as the act and deed of such corporation for the purposes end consideration therein expressed and in !w* rip-city therein at t Civrp under my hand and seal of office, tms of VWflwW- 1968, It*" day <r--Y Notary^ Puhl ic In and^for NF.W YfV'K , County, New York. THE STATE OF NEW YORK I . ' . .i COUNTY OF NEW YORK | BEFORE ME, the undersigned Authority, on this day per sonally appeared \^ Secretary of CF.IANESE CORTOKATJON, fl cm point Ion, known to me to be the person and officer whose name is subscribed to the foregoing In strument, and acknowledged to me that the sam* was the act of said corporation, and that ho executed the sane as the act and deed of such corporation for the purposes and consideration therein expressed and In the capacity therein stated. Given under my hand and seal of office, this of ySsC<j vUj _______ , 1968. day eCocU1 Notary Public In hnd (nr J'T^ Y<''K County, lh*w York n'x........ i: rv,,". ' (i9 C~V' TKf ST*T OF TCXAS ) COUN IY OF HARRIS > pi fnt- -Mcr.uochen<.clycptnYfotfhioh*ib*M*i| in,i*flcmco|rodtnaof1atomlup lllo,wlrfut .Counli#aAc*orrei4ct **tfpfeo.1 end #1 in, atm, i * *** * **c*o n mp ri<c and on "* JUL6 1972 A/ < au g Ho a 2 Kj \l frr/> r.ror.r: m UV ,,,yjy/ IOO-3MCOI * t> Si 5: *: g % at 3 -J au <3 8 or l etX'MTO H ..:* [ -- it.. , in ,, mV.... Wylf h- -* ' ' '*i> 'll . V <* U'.iv,itx*a TH* STATE OF TEXAS ) COL'.VIV OF HARRIS > (i -cty ct:<<v \h*t itw *be*t td (etiaM| h twit. hwi. entf correct i. : f| ueftic toa ef(n rcceid fiom * ny lwlyi cuiiodr ird ( hus on |l<( due t/npe< *tkJ m tt> time t* ic.-.'f**0 tA (Kf (teo'der'i Hereto* ifl my ot:<e* #i\* fruenrts t*n inhitrcereeiAtlm. I.tenud*r*so*n.if(y <enftrtfii<n McnliticalKM ftwmftfti JUL6 1972 ft. . TUBfttMTtNt, JR, COUNTY CLERK HAfeftlS COUNTY. TXAS hr <T 6/"' 015708 No. CC 273050 i. '-JO STATE OF TEXAS COUNTY OF KAFR IS .. JJL-.Zt-.-g, A,5UA, N~,,fD 5 iWfJJiSH KKOV ALL Ol BY THESE PRESENTS: That we, W. T. Andrews, H. Louise Andrews and Hazel E. Andrews, all single persons of Syracuse, Onondoga County, New York, hereinafter referred to as Grantors, for and in considera tion of Eight Hundred Sixty-FiveDollars to then in hand y-sld by y'r,'D`rr BOUNTY HON ON ~ ,T"AK1JEL NAVIGATION DISTRICT, a navigation district, organized and existing under and by virtue of the Laws of the State of Texas, and donielled in the County of Harris, State of Texas, hereinafter referred to as Grantee, the receipt of which is hereby*acknowledged and confessed, have GRANTED, SOLD, CONVEYED, subject to the conditions, restrictions and reservations hereinafter mentioned, and by these presents do GRANT, SELL and CONVEY unto the said HARRIS COUNTY HOUSTON SHIP CHANNEL NAVIGATION DISTRICT, for the purpose of construction, maintaining and operating a railroad over and across all that certain lot, tract and parcel of land situated in the County of Karris, State of Texas, described as follows, to-wit: BEGINNING at a point in the East R/W line of the San Jacinto Battleground Road, 02 ft. North from its intersection with the Southwest corner of the Andrews, et al, 303-52 acre tract, said corner being the Northwest corner of -the Crapo, et el, 65.979 acre tract; THENCE with said Road R/K line. North 100 ft.; THENCE East 160.2 ft. to a point of curve; THENCE following a 227' curve to the right in a Southeasterly direction 7E5 ft. to a point in the South line of said Andrews tract 904.5 ft. E3St from its Southwest corner; same being in the North line of said Crapo tract; THENCE with said South -line, Nest 39S.5 ft.; THENCE following a 234' curve to the left in a Northwesterly direction 397 ft. to a point of tangent; THENCE V.'est 160.2 ft. to the place of BEGINNING. Containing 1.73 acres of land out of the Arthur McCormick Survey, Karris County, Texas. There is hereby expressly reserved to the Grantors herein, their heirs and assigns forever, all of the oil, gas and other minerals in and under and that nay be produced and saved from T \J : :'~rr ::d copy certificate Or 1CXAS Cw.4 hlV Cf HARRIS T>3 1ore*0n*l true end correct ehoto|rjghtc city of t;>c cr jiO'l record, now n my lawful cuiiecr and oettestion, (on the date stampeo ihe>on end recorded in in* Record. Volume end Pegs as tumped tftereon, < i.ereoy certify pn JIM l! J 1972 R E. TURRENTINE. JR, COUNTY CLERK HARRIS COUNTT, JEX/3 U>'^ U< uu\y FEE TRACT W.T. ANDREWS ET AL TO NAVIGATION DISTRICT 1.73 AC, 10/24/51 2329/610 D.R. TRACT (H) ON DWG. NO. C-ALL-5406-E .iEGCEDS pci i-/0 015709 the above described lend, together with the right of lngrces end egress for the purpose of exploring for mining, producing, stor ing and removing euch oil, gas end other mlneralo co reserved to the Grantors, their heirs and assigns herein. TO HAVE AO TO HOLD the above described premises, together with all and singular the rights and appurtenances thereto In any wise belonging, unto the said HARRIS COUNTY HOUSTON SHIP CHANNEL NAVIGATION DISTRICT. Any they do hereby, subject to the exceptions . ,,ed, bind themselves, their heirs and assigns, to warrant and forever defend all and singular the said premises unto the said HARRIS COUNTY HOUSTON SHIP CHANNEL NAVIGA% TION DISTRICT, its successors and assigns, against every person whomsoever, lawfully claiming or to claim the same, or any part thereof; It, however, being expressly agreed and understood thet such warranty shall not extend to any right or underground ease ments heretofore granted by the Grantors for the construction of e pipe line or other underground conduits on or through the above described land, the easement herein granted being accepted by Grantee subject to such underground easement or conduits. This conveyance Is made on the condition that railroad tracks will te constructed upon and over the above described tract of land within 15 years from the date of this conveyance and if within 15 year6 from the date of this conveyance railroad tracks are net constructed upon and over the above described tract of land, the Grantors herein, their heirs and assigns, shall have the right to terminate this conveyance, and upon the exercise of such right, which shall be conclusively established by the mail ing of a notice thereof to the Grantee, addressed to It at Its offices In Houston, Harris County, Texas, the title to the herein conveyed land shall revert to the above named Grantors, their heirs and assigns. If railroad tracks are constructed upon and over the above described tract of land at anytime within 15 years from the date cf this conveyance, then such condition shall be C:'T!f ICO COPY CERTIFICATE Or TEXAS (U'MT CF HARRIS The toratomin* a true and correct photOfraoMc cody ol pr.pincl record, now in my Uwful custody end po*es*'n, on tn dete stamped the*eon end ftco'ded in the Record, Vo.unjc and Pete ttamptd tnaraon. I neraby certify on Jl" 'l \ 1972 (.iy deemed fully satisfied and of no further force and effect. However, If after the construction of such tracks, the above described land Is abandoned for use as e railway for any period of time as long as 10 years, the title to the land shall revert to the Grantors herein, their heirs and assigns and the easement herein granted shall terminate. As a further considera tion for the grant of this easement, the Grantee agrees to so construct" and operate said railway so as not to unnecessarily lnterfe. use of other lands of Grantors, or their heirs and assigns, adjacent to, or on either side of the easement herein granted. Further, upon operating cars or trains over said easement, Grantee will construct a crossing over said easement so as to give to Grantors, their heirs or assigns, access to their land on either side of the easement herein granted. Such crossing to be constructed so as to,so far as is reasonably possible, prevent cattle or other domestic animals from getting on said railway tracks at points other than the crossings so constructed for that purpose. WITNESS ora HANDS this 2* day of /Za* 1951. if ^ ^ ti. Louise /.nui cws MS'.. Andrews m2. STAGE 0? LEV.' YORK: COin.TY OF ONOuDOGA: EZF0R2 >2, the undersigned authority, on thl3 day personally appeared V. T. Andrews, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. GIVEN under my hand and seal of office, this the day ofA. D. 1951. I i H* X ' K*tUi T' * **'4 Notary public in .ans :cr C/.cnacga County, Kew York 3.*' i- : l' CT'TIFICO COPY CERTIFICATE C'..-n OF TEXAS Cwi. I1 Y CF HARRIS The foregotrifri* true end correct photoffeohlc copy of t:>e or iacI record. now n my lawful custody and oossenion, f.>d on the date stamped tnereon and recorded in the Record, Volume and Page as stamped thereon, l hereby certify on Jl 2 ] 1972 015711 SSCQES:; A S3 ... .-- I. county of onckdoca: BEFORE (E, the undersigned authority, on thlo day person ally appeared H. Louise Andrews, known to me to be the pereon whose name Is subscribed to the foregoing Instrument and acknow ledged to me that she executed the same for the purposes and con sideration therein expressed. GIVE!! under my hand end seal of office, this the day nr flu a. D. 1951- Lotary Public in and i'of'^Or.ondoga County, New York i/3 STATS 0? JEW YORK: COUNTY CP OKONDOOAs BEFORE IE, the undersigned authority, on thla day person ally appeared Hazel E. Andrews, known to me to be the person whose name la subscribed to the foregoing Instrument and acknow ledged to me that she executed the same for the purposes and con- - 6lderation therein expressed. GIVEN under ny hand ar.i real of office, this the of /<<>'. A. D. 1951- gav >. i L." .00 iitt* w.', :2JJ. . Notary Public In and l'cr C^cncoga County, New York Filed for Record<^^/ ^js~/ at s-2 /-y4j-- Recorded, at *. A V. D. KILLER, Clerk County Court, Harris County, Texas. Beputy -/ .o'clock^^.M .o'clock ^.H :-T|7.CD COPY CERTiriCATE . / n OF 1L a AS wwk lilY Cf HARRIS The fur* true and correct ohotoeraoh'c copy of '* or.Rinci record, now m my lawful cuitojy and possession, . rd on tne date stamped me'con and recorded in ma Record, * oluntu and Pose as stamped titerpen, I hereby ce tify on Jl'i t J 1972 R. E. TURRCNTINC, JR,, COUNTY CLERK HARR I1S C^O_UjNT/Y. TCXAS Deputy *J . <JL r '>Of? 015712 3 414 11 D('.ii6535 l. B ?3 2.1.5 S'! n r,KlH>r'sr> ' dftv' EA3ES.*T Ut LU lil.Umli,, w5440 w4l)2 tiis arm or teus | coutrrT or iurtii | Km *u ton or these pw-cfTS; l'05-32^ 176 U^ T1UT, miU.rPS PETROLEUM COHPSVT, a Dilinn corporation with * porait to do buclnacc In the Stott oO Tout, for and In conoidorotion of TEM i!!0 S.'0/ICO Dollars (01O.CO), onO ether good ond valuable conoidorotion, to It in ' kond raid by HOWTOS LIGHTIIS 4 PCVEl COmK'I, hovo granted, told ond eon* Toped ond bp these preoonto do grant, fell ond convey, unto tko told Conpony, on ooocaont or right of way for oloetrie transmission ond diolribution Unto, eonsletlng of verisble mothers of wires, tworo or poloa aadt of mod, natal or other materials, telephone ond tslagrsfh wlrs'd, at the location and alone * V/ the oouroe no* located and ttokod out bp tko told Conpany orer, ocroao and upon tko following deacribod Undo located in Karrie County, Toxao, to-witi DXrcirs at a 3/4* iron rod norttln* the aoutheaat corner of that certain 110.43 acre tract conveyed to Celancaa Corp ration fra Phillips Petroltica Ccapany by Deed dated 4/9/54 and recorded in Velvets 3133, Pg. 341 of tko Harria County, Tout, Dead Rocerdai THCICE K. 20* r.., with the edit line or cold 118.43 acre tract, 40.7 feet to tko northeast comer of that certain 54-foot atrip of land conveyed to Harria County Houston Ship Channel Navigation District by Celaneso Corporation by Deed dated 3/14/57 and recorded in Voltae 3491, Pg. 595 of the Harria County Deed Records I *f*3 '|3'S S'% C ;"d ss THCICE with the north lino of hold atrip X. 71* 23' V. 40.3 feet to the P.C. of a left curve having a radius of 491.9 fasti THCiCE with cold left curve a distance of 14.83*10 the aoutheaat comer and true point of beginning of the herein deacribod eaaewentt fu <nn THESE S. 20* 47' 20* E. 1748.54 feel| 2 THESE K. 28* 54' <f. 24.4 feet to a point on the vest line of a "* 100-foot wide eaeonant along the aaat tide of the aaid 118,43 acre ^ traeli THESE S. 20' 55' V., with the west line of aaid 100-foot easaaent, 1554.55 feet to the y.C. of a 10* right aurva; 8 THESE southwesterly with said 10* right curve a distance of 171.97 .feet to the west lino of the 50-feet portion of the easaaent herein described! THESE 8. 20* 47' 20* V. 245.99 ft. to the north line of the aforeaentiened 54-foot strip; T1ICS5 east-southeasterly along a right curve with a radius of 491.9 feet and along the north line of said 54-foot strip a distance of 50.44 fast to the true point of beginning, containing 1.22 acrea, nore erlest. together with the right of ingress ond ogress to or froa said right of way for tha purpass of constructing, reconstructing, inspecting, patrolling, hanging i1 i. / Hit 1> tfX4lc ' -L rr I THE STATE OF TEXAS ) COUNTY OF HARRIS ) 1 kwofrv ewtify Hurt tn< tbovi M forftotat Is foil. trw, and ttnei 0pAOIO|fJOhK CO0y 1 Ihf DUCAll rtCOfd IW III MV ImHvI custody tftd potsHuoo. I M on lOt dsit usmood ih#f*oo so4 si ttis ssnti is #COf00 M ths NoeorOot'S FtCOfOi iA my oiftt* AM prcsorvM 00 MWfHlUn, SA0 llAViAt UOOltUO !0f)l>liC*tlO ROMtar si tumeod ihsreon. 1 horoOy cattily on FEB 2 2 1973 R. E. TURRENTiNt, JR,, C~OUvNTY C-oLUn* \^ Ha r.. rfv. EASEMENT PHILLIPS TO HOUSTON LIGHTING g POWER CO 1.22 ac, 3/6m sm/m d.r, TRACT NO.ON DWG. NO. C-ALL-54U5-E 015713 new vires on, r-aintaining and reeoviflg iU lint 4nd appurtenance* Tho easenent herein granted is delineated on ths pl*t attached hereto CJy r and tad* part hereof. C5-32-G1/7 o The towsrt or polos to bo erected by Grants* on said easesenl shall bo ' S 44only most lovers or polos located ihovn on the said plat attach*! hereto. -- ^ r 7 Crantos shall not be authorised to Install or construct on said land an/ tower, itnjeture, pels, support, props or guys :*spt as shown on said plat* Grantor expressly reserves the right to use said strip of land for an/ purpose, provided that should an/ desired use by Grantor require tho relocatlonj^> of Grantee's towers or polss, euch relocation shall bo accomplish*! by Cray.* :?a coat. TO HAVE HO TO HOU) the above described easement and rights unto tho said Coopsny, lta successor* and assigns, until the line shall be abandoned* 61 WTTNonJ our hands this ^7^^ da/ of January 1943a yirpz?t *Aaat Secretary PHILLIPS PETROLEUM C0XM7T /*.>:/*/z. uf... Vice Presidentf t* i *) 'if THE STATE 0/ CKUJIC*U COUNTT Of VASHWGTOH BEfCRE the undersigned authority, on this da/ personal!/ appeared B P Stradley known to o to bo tho person whooo nano is subscribed to tho foregoing instment as Vies President of PHILLIPS PETROLEUM COMPANY, a corporation, and acknowledged to do that ho executed the tae for the purposes and consideration therein expressed, In the capacity stated, and as the act and deed of said corporation* * GIVEN under / hand and seal of offico this tho da/ of* V- January A.D, 196^. \V V- .Notary Lsolic in and for Stale (Of 0 k 1 a Wd a, ^ soaolsslon sxplrssi 127-67 -2. hou'.i . ;.ft I** CrtiriJ,.) THE STATE OF TEXAS ) COUNTY OF HARRIS ) 1 htnbr c:nity tun the ibove and foreaoinf it e lull, true, and correct photog'Oft.c coot ol t"f oritmil /rcora no m my lawlot cuttodr ind poutssiOA. tiito on iri da.a stimoed ma*o and a* me seme is tacoioed m ir>a Hacortiat's Rtconu iA my etKa and pfisanrtd 9* micraMm. and Aa<n m*cioll deAtdatOA aumO*r at stamped Iharaon. I hereby canity on FEB 2 2 1973 R. . TURRCNTlNE. JR,, COUNTY CLERK HARRIS COUNTY, TEXAS ^ 0D*eQputy EASEMENT PHILLIPS TO HOUSTON LIGHTING & POWER CO. 1.22 AC. 3/6/64 5440/402 D.R. TRACT NO.ON DWG. NO. C-ALL-5406-E 015714 ULLU M.uiwu., I wi5440 ria405 ir of rent l i *of * iI**t *-* *'*** *' rnl *" * H xcoacift. '* M** *-- tCO*0MMwVC*x^.twCN *"** MAR 6 1964 &Zxt~ei2r\` * 6oyT* aix r t*vu4 0omrTXTaM 005-32-0179 !L THE STATE OF TEXAS ) COUNTY OF HARRIS ) t sreb* canity thst in* *bo** ind lofMoWi* Is i full, trus, ind comet phoiocuoftic eooy of im onemai tecora now m my lawful custody sM 6os.enon moo on tn cm sunpid Uuraon im is tfti ssmi ts tt-ntata ft tot **ecrdr'l SecoiOi >n my oil** *ni pm*rvd 0 rr.croium. sno h*ni imcrohim idMtiltcinoa numbtr is itamM tnsrtofi, 1 hirst* c*mly oa FEB 2 2 1973 R. E. TURRENT1NE. JR., COUNTY CLERK HARHtS COUNTY. TEXAS y< EASEMENT PHILLIPS TO HOUSTON LIGHTING & POWER CO 1,22 AC, 3/6/64 5440/402 D.R. TRACT NO.ON DWG, NO. C-ALL-5406-E 015715 No. CC 27304 6 l /jt-.-Ze-TC ,8, ?.l 0^\r/0 S2.CQ I STATE OF TEXAS COUNTY OF HARRIS ;r-iv; *!) 7; i =;; a is e re l.e: KNOW ALL MEN BY THEESSE PRESENTS: j G4( ` & 6 Z- That l.'ARREN PETROLEUM CORPORATION, a Delaware corporation, with an office in Houston, in Harris County,-Texas ----- -..after styled "Grantor"), for and in consideration of the sum of One Dollar ($1.00) ar.i other good and valuable considerations accept able to Grantor and rendered by HARRIS COUNTY HOUSTON SHIP CHANNEL NAVIGATION DISTRICT, a governmental agency and body politic, of Harris County, Texas (hereinafter styled "Grantee"), has released, remised, relinquished and quitclaimed and by these presents does release, remise, relinquish and quitclaim unto Grantee all right, title, interest and estate In and claim to that certain 10 foot wide strip of land described in that certain instrument dated March 23, 1951 and recorded In Volume 2292, pase 578, of the Deed Records of Harris County, Texas (to which record and place of record reference Is made for all purposes) as lies between the west line of the Arthur McCormick Survey, Abstract No. Jj6, In Harris County, Texas, and the east line of that certain piece, parcel or tract of land (comprising 200 acres, more or less) des cribed in that certain deed of conveyance from Phillips Petroleum Company to Celanese Corporation of America, dated April 5, 1956, and recorded In Volume 3133, page 361, of the Deed Records of said county. TO HAVE AND TO HOLD so much of said strip of land above described unto said Grantee, its successors and assigns, forever, so that said Grantee hereafter shall not have, hold or assert any right, title. Interest or estate In or claim to said 10 foot strip as is above described. this IN TESTIMONY ''HEREOF, these presents have been executed 3iday of Dezemb? f. , 135 secretary C:*T,CICD COPY CERTIFICATE Z' l'i OF TEXAS CCumJY OF HARRIS Tn lorfjom^ig tru* nd correct photographic copy ot th or ftmei racoed, now m my lawful custody and pojiatslon, 1 ra on ihe data ttamoad tfteraon ana racoraad in tno Record, \ oiuruo and Pago as stampad tneroon. i naraoy canity on Jilt 2 1 1972 R. E. TURRENTINE. JR, COUNTY CLERK HARKtS CDUNrr^TEXAS WARREN PETROLEUM CORPORATION 015716 3v M' . .'1.----- --- vice rresicer.t OK-IJ. 3.9 ~ EASEMENT "QUITCLAIM" WARREN PET. TO NAVIGATION DISTRICT 10' STRIP, 5/2/59 3691/589 D.R. TRACT NO.ON DWG. C-ALL-5W-E LIC0ED3 STATE OF TEXAS . COMITY OF HARRIS BEFORE ME, the .undersigned authority, on this day personally appeared H F ftisvt-'au , known to me to be the person wnose name is subscribed to the foregoing instrument as Vice President of WARREN PETROLEUM CORPORATION, and acknow ledged to me that he executed the -ame for .""rpeser ar'1 consideration therein expressed, in the capacity therein . and as the act and deed of said Warren Petroleum Corporation. -Given under my hand and seal of office this _5* ' day of /t 195^.- .n Notary Public, Harris C.unty, Texas ECTTO THORNTON N.WT .IS* la T_ _ _C-". Ii",Ti- TMtt ** t Piled for recordMay 1, 1959, at /o */<? o'clock a, M. RecordedMay 2, 1959, at o'clock ,s_ M. R. E. TURPENTINE, JR., Clerk County Court, Harris County, Texas. By 7m /*jDeputy l copy certificate :*^u of uxas CCu MY CF HARRIS * ^ >- v.w uhito pnorugrepnic eooy of 1.1 or.Rinsl record, now .n my lewful culoy nd poses.on, I ed on the dere itemcxd thereon end recorded in the Record. \ oiume eno Pee ttemped thereon, i hereoy certify on Jl'i 2 ] 1972 R. C. TURPENTINE. JR,, COUNTY CLEPK HARRIS COUNTY. T,XAS Ocoury EASEMENT "QUITCLAIM" WARREN PET, TO NAVIGATION DISTRICT 10' STRIP, 5/2/59 3691/539 D.R, TRACT NO.(2)'ON DWG, C-ALL-5407- UJ Jc?/ 015717 No. CC .U'JWf-tt i M at ^T,,..CC:720'-t3.,l,, ;,~,.fDSSJ2.00 SUTE OF TEXAS coum of ha-ms 1 0 e\.1--l`5j 0 t; 7 ii C kxotj all lei ur ties' IS E f'D l.i: FHaT PHILLIPS PET?.OLLi:: COiTAir;, - E^la.-are corner'll-- "--Its principal oflice in Bartlesville, Oklahoma, and an office and p. -- Busi ness i:i Houston, Karris Countv, Texas, hereinafter called "Grantor," for and in consideration of the sum of IT: DOLLARS ($10.0;) and other good and valu able considerations roving to Grantor fron KARRIS C01G.7T HOCSTO'I SKIP CHAM.H HA7IGATIO:: MSTRICT, a governmental agency and body politic of the State of Texas, with its office and principal place of business in Houston, Karris County, Texas, hereinafter called "Grantee" has EARGAPCT, SOLD, CG.LTGLAILEH, SET CUP. and HH2A5H and by these presents does BAHGAEI, SUL, QCTTCLAd, SET OVER and RELEASE unto Grantee all of Grantor's right, title and interest and elain to that certain easement for private, industrial railroad spur tracl: purposes in, over and along that certain strip, parcel or tract of land, twenty (20) feet wide and approxirately Five Thousand Eight Hundred Sixty (5,560) feet long, and located in Harris County, Texas, said casement for private, industrial spur trach purposes herein bargained, sold, uiitelaiaed, set cv-r and released unto Grantee having heretofore been planted and con veyed by Grantee nercin to Grantor herein by and under th_t certain ?_ilroac Easement, dated l.irch 26, 1956, and recorded in Volume 3l!i9, pate 25 of the Deed Records of Harris County, Texas (to which record end place of record reference is here made for all purposes), so that hereafter Grantor herein shall net have, hold or be entitled to assert, under or on account of 6id above mentioned ,-iailrocd Easement grant dated Kerch 26, 1556, any right, title, interest or estate in or elain to the twenty (20) foot strip of land described in said easement grant of Larch 26, 1?56. TO r-AVE A'D TO HOLD the Easement rights hereinabove cultclainta, set over and released, together with all and singular the rights and appurtenances the.-euntt in ary 'use belonging unto Grantee, its successors ar.d assigns. EXECCTEE inis Q "F <* , 1555. it: .levA -ecrtcurj PHILLIPS PETECDGL CG.PA.7r El: (J-he rrcs ic.tr.t /vur :, __IiC--d =: oo CaN l 3 11 r, I; Cr-TIFICD COPY CERTIFICATE CV7* Of 7XAS CUI.IY OF HARRIS The lor*aoin^it tru* *nd eo<T*ct ph#t*rohlc c*y o# V>u or.girsi reco'O, now in my i*<wft cutdr and Mttuvorw f.:td on in* dai* iiampd tn*r*on *nd r*eord0 in tn* Racortf, V oium* nd P*#* m umpd w*f*on, l certify on JL" 2 J 1972 R. E. TuRRENTlNE. JR.. COUNTY CiCRK HARRIS COUNTY, TEXAS / . C-yuu'y 015718 \ u'jnc.'iG No. CC 272 0 J'.ViS-.i:B 5_iji > ^,,,..C"7:C53. --------,,Q1 SSLi.CO STATE OF TEXAS COUNTY OF HARRIS RAILROAD EAGEV.D.'T .lOU-MUO | } KNOW ALL KEN BY THESE PRESENTS: (. THAT, Harris County Houston Ship Channel Navigation District, a governmental agency and body politic, created and existing under and by virtue of tht . : ' .ne State of Texas, with Its principal office and place of business In Houston, Karris County, Texas, hereinafter called "Navigation District," for and in consideration of Eight Thousand, One Hundred k No/100 ($8,100.00) Dollars In hand paid, receipt of which Is hereby acknowledged, and In consideration of the conditions, stipulations and covenants hereinafter expressed, has granted, sold and conveyed, and by these presents does grant, sell and convey unto Phillips Petroleum Company, a Delaware corporation, itB successors and assigns, hereinafter called "Grantee", an easement for private, industrial railroad spur track purposes In, over and along that certain Btrip, parcel or tract of land, twenty (20) feet wide and approxi mately five thousand eight hundred sixty (5.S60) feet long and located entirely on the existing right-of-way of Navigation District In and a part of the George M. Patrick Survey, Abst. 624, the George Moss Survey, Abst. 646, and the Arthur McCormick Survey, Abst. 46, all in Harris County, Texas, said 20-foot right-of-way strip hereby granted and conveyed being nine (9) feet on the south side and eleven (ll) feet on the north side of the following described line - said line being the center line of the private Industrial railroad spur track to be con structed upon the herein granted easement, said center line of said proposed track being described as follows: PART 1: BEGINNING at a point of curvature In the center line of the main lire of the Port Terminal Railroad, said point being located 43 feet north of the south boundary of tr.e Harris County Houston Ship Channel I i I 7.:,"r? cc~r ecarincATE - ' 1 V 1CXAS C L . 1,! Y of HARRIS Th? Iofgo.n j,c I cn "" A'A'Bp.o e*o,,,,h(c c.r^y * *n" MMiinon. ...................... Jt" a ) 1972 ft. C COUNTY CURK JR ^ HAMIG COUF,-pr. JCXAi in/. ./A //Jr.. D^cufy EASEMENT NAVIGATION DISTRICT TO PHILLIPS 20' STRIP, 5/21/56 31A9/28 D,R, TRACT NO,(3)0N DWG. C-ALL-5A07-E ^"7 j ,, ^ 015719 Navigation District right of way and being the beginning point of an Industrial track serving the Rohm and Haas Chemical Plant: Thence curving southeast around a curve having a radius of 1432.69 feet to a point of reverse curvature, said point being 36 feet north of the Bouth right of way boundary; Thence easterly around a curve to the left having a radius of 1432.69 feet to a point of tangency, said point being,1 '->'ted 29 feet north nf the south right of way boundary; Thence easterly parallel with and 29 feet northerly from the south right of way boundary to a point in the east line of the George K. Patrick Survey and the west line of the George Ross Survey, said point being located 29 feet north of the most southerly south right of way boundary and 9 feet north of the most northerly south right of way boundary. Thence continuing easterly In the George Ross Survey, parallel with and 9 feet north of the south right of way boundary to a point, said point being 9 feet north of the most northerly south right of way boundary and 29 feet north of the most southerly south right of way boundary; Thence continuing easterly, parallel with and 29 feet north of the south right of way boundary to a point in the west right of way line of Texas State Highway No. 13^, said point being north 29 feet from a concrete monument marking the south line of tne Harris County Houston Ship Channel Navigation District right of way. PART 2: EEgImTING at a point In the existing right of way of the Harris County Houston Ship Channel Navigation District and the existing east right of way line of Texas State Highway No. 134, said point being located 29 feet north of a concrete monument marking the south boundary of the Harris County Houston Snip Channel Navigation District; Thence easterly, parallel with and 29 feet north of the south right of way boundary, 160.2 feet to a point, said point being located 29 feet north from a concrete monu ment marking a point of curvature in the south right of way line. Said concrete monument is also located on the north line of an existing 22 foot wide easement held by the Houston Lighting and Power Company; Thence continuing easterly, parallel with and 29 feet north of the north boundary of said existing 22 foot wide easement held by the Houston Lighting and Power Company, to a point, said point being located In the nortneasterly curved boundary of the Harris County * Houston Ship Channel Navigation District right of way. RESERVING, however, to the Navigation District, Its successors and assigns, all such rights and privileges In said tract of -2- c- lr COPV CERTIFICATE * *'1 i OF Texas tLw Mr CF HARRIS i -r- - J.?_. 015720 land as nay be used end enjoyed by It without interfering with or abridging the rights end easement hereby granted to Grantee. TO HAVE AND TO HOLD the above described easement and right of way solely for private, Industrial railroad spur track purposes, together with all and singular the rights and appur- 1........thereto ' s h. longing unto the said Phillips Petroleum Company, I.* successors and assigns, for a period of time provided for hereinafter. The foregoing grant is made upon and subject to the following cond_;lons, which shall be construed as conditions rather than covenants: If (1) Grantee shall, within 2 years from date hereof, fall or refus to construct a private Industrial railroad spur track on said easement strip, or (2) If after the expiration of said 2 year p -lod Grantee shall abandon said easement or shall fall or refuse to use the same for the purpose aforesaid, then and upon the happening of any such event as in (1) or (2) speci fied the grant hereby made shall automatically cease and determine and said strip of land shall thereby revert to the Navigation District, Its successors and assigns, free and discharged of the easement hereby granted, whereupon Navigation District, Its suc cessors and assigns shall have the same title to said strip of land as though these presents had not been executed. In event of operation of either condition above set out. Grantee shall have the right (provided such right be exer cised within j..' i-/ days from and after the reversion of title as aforesaid and not thereafter) to remove all of Its Improve ments-- rails, ties, angle bars, tie plates and other track ma terials-- fro: the above described tract of land. Ili TESTIKOiiY WHEREOF, these presents have been exe cuted this : pA. day of March, 1956. ,, iCnlu.u.>^. y >ecrc*;ary HARRIS COUNTY HOUSTON SHIP CHANNEL NAVIGATION DISTRICT UjWuavV- ` *By. xisueneralhanag,cr -3- C1 --rl-:CD CCPY CERTIFICATE CCO'.L/lJvtI OYFCFTEHXAASRRIS Th0 foregoing. It a rua and correct pAotOfraoMc coot 0I i.ie of.fMnsi recoio. now in my lawful cuttoay aro oottaition, t ,ra on ire data itampaa tnron ano raeoroad in in# flacerd, \ ciyma and Paga aa ttampad tn*/*on. I ftaraoy earufy on Jl" 2 \ 1972 R. E. TURRENTINE. JR., COUNTY CLERK HARRIS COUNTY, TEJ^S C. * 015721 STATE 0? TEXAS COUNTY OF KARRIS J { BEFORE KE, the undersigned authority, on this cay . personally appeared WARREN D. LAMPORT, known to me to te the person whose name is subscribed to the foregoing instrument as General Manager of Harris County Houston Ship Channel Navigation wwrt, and acknowledged to me that he executed the same 1- purposes and consideration therein expressed, in the capacity therein stated, and as the act and deed of said Harris County Houston Ship Channel Navigation District. Given under j hand and seal of office this -Ti- day of March, 1956. .aP, 77 . Yt'aiw-r J, Price Notary Public, Harris County, Texas J*'- /J i Fried (or Record. W. D. MILLER, Clerk County Court Harrii County, Tei* --Deputy c'e\ , >1 ^ o'clocV.^^fv1. t CO'. :M'Te'rTODr UCKC*A>SV CERTIFICATE CUUUTr CF MARRrS Ths fOfegon*.|4 a true and cofraci Dhotofraohic copy of r3a now " ^ -ne tft.r.on ana racorflad rn th Record. \ o.uma an a Page aa iiamoa tnaraon. i naraoy cartif/ on Jl" J 1972 R. E TURPENTINE JR COUNTY CLERK HARRjS^OUNTY TEXAS Deoury <LJLc'2 s/ 015722 STATE or 0!ZLAHG.IA couity or ..asheegto:; { 0 | BEXUEE IX, the undersigned authority, on this day personally appeared /FI.'*>,______y s* . 3*-- * , . Vice President of Phillips Petro- leun Couoany, a corporation, known to ne to be the person and officer whose naze is subscribed to the foregoing instruacnt, and acknowledged to . r.e executed the sane as the act and deed of said corporation, for the purposes and consideration therein expressed and in the capacity therein stated. GIVE: K32 n RAID AXD SEAL OF OFFICE this the day of 1 i ! I i TiciArynlDlic^rTTio-ror^ne"Stateoi Okl&hoza* liy Cousission Expires i ,v;:: /y ft O'',.-'. Piled for recordMay 1, 1959, at /g.yo o'clock - M. RecordedMay 2, 1959 at ?,?/- o'clock M. R. E. TURREimifE, JR., Clerk County Court, Harris County, Texas. By ^ J _______ Deputy. cr~TiFiCD cofnr certificate ST/n OF TEXAS CLl itTr OF HARRIS awSSHs? Jl" 2 J 1972 * C. TURPENTINE. JR, COUNTY CLERK 015723 No. CC 2' y'.i/ r f- 5 (y45, A . /-' -u-l>? * 4 1 5 ; rl * IS E fC THE STATE OP TEXAS j CCUi.TY OF HARRIS | KNOW ALL KEN Fi THESE PRESENTS: THAT, / WHEREAS, heretofore under date of June 6, 1937, J. B. Hlne et al executed and delivered to Huir.ble Oil A Refining Company, a Texas corporation, a pipe line right of way and easement over certain land in the A. McCormick Survey, A-46, Karris County, Texas, and which ease ment is recorded iri Vol. 1059, page 159 of Deed Records of said county; and WHEREAS, Harris County Houston Ship Channel Navigation District, a governmental agency and body politic of Harris County, Texas, has reo.uested that Humble Oil & Refining Company release a portion of said easement; NOW, THEREFORE, Humble Oil & Refining Company, for and in consideration of the premises .nd the sum of Ten Dollars ($10.00) cash . to it in hand paid by Karris County Houston Ship Channel Navigation District, does hereby release, remise, relinquish and forever quit claim unto the said Karris County Houston Ship Channel Navigation District, its successors and assigns, all cf its right, title and interest acquired by it in the abcve described pipe line easement only insofar as it covers the following described portion of said easement, to-wit: v BEGINNING at an iron pipe set at the northeast corner of a certain 22-foot easement granted to the Houston Lighting A Power Company by J. B. Hlne, et al by easement dated October 9, 1925, recorded in Vol. 572, page 511, Deed Records of Harris County, Texas, said point being 23.9 feet North 20 55' East from the northeast corner (marxed by a 3/4" iron rod), of a certain 3.54 acre tract of land out of the Arthur McCormick Survey, Harris County, Texas, deeded to the Houston Lighting A Power Company by Belle A. Crapo, et al and recorded in Vol. 2419, page 524, of the Deed Records of Harris County, Texas; THENCE North 20* 55' East, 15.25 feet to a stake in the East line of those certain parcels cf land conveyed by Phillips Petroleum Company to Celanese Corporation of America by deed dated April 5, 1956, and recorded in Vol. 3133, page 36I of the Deed Records of Karris County, Texas, said stake being the beginning and soutneast corner of the herein described lo-foot wide pipe, line strip and also the northeast corner of a certain 14-foot wide strip deeded to Humble Oil A Refining Company by the Karris County Houston Ship Channel Navigation District; .1 ' < '! /} THENCE South 87 33' West, along the north line of the last mentioned 14-foot wide strip deeded to Humble, a distance of 2148.57 feet to a stake for corner, same being the northwest corner of said 14-foot wide strip, and said stake being In the centerline of State Highway 134; CCTificD COPy CERTIFICATE eTF't OF TEXAS CCl'MT OF HARRIS Th 0 ttut and cor*ct ohooir*oMc copy of t.ia original racPrC. now in my lawful cuvtaoy d pOtfMUOn, {: on tb data tiampad ma'aon a no orp0 in the Record, \ luma end fago aumpad tfteraon, \ nrpy certify on JUL 2 11972 R. E. TURREW-nNE, JR, COUNTY CLERK HARRSgOUNJY, TEXAS ` , Deputy / EASEMENT "QUITCLAIM'' HUMBLE TO NAVIGATION DISTRICT 0.7919 AC., 5/2/59 3691/619 D.R. TRACT NO.ON DWG. NO, C-ALL-5A07-E , .eecoejn: -4/_ 015724 <%6 &'/ ->26 THENCE North 2* 29' West, with the centerline of State Highway 134, a distance of 16.0 feet to a stake for corner; THENCE North 87* 33' East, parallel to and 16 feet north of the north line of Humble's 14' wide strip, a distance of 2155*49 feet to a stake for corner; THENCE South 20* 55' Vest, 17.43 feet to the place of beginning and containing 0.7919 acres of land more or less. It is understood that this is only a partial release of said easement and It is agreed that all the right, title and Interest of Humble Oil k Refining Company to that portion of said easement not released herein is hereby expressly retained. i 'Ayj/.';. EXECUTED in duplicate originals this the - , 1S5*. .I U HUMBLE OH, & REFINING COMPANY <V ATTEST: V- .s'/ --.v ' S,/ ..-Assistant Secretary P<4k-" BY /vc: < day of IK1 tie: state of texas J COUNTY OF HARRIS J EEFDRE ME, .the undersigned authority, on this day personally appeared j sL . *' known to me to be the person i.noss name is suoscricea to tne foregoing instrument as Ij - of Humble Oil & Refining Company and acknowledged to me that he executed the same for the purposes and consideration therein expressed, and as the act and j&eed.'of" said Humble Oil k Refining Company. `GIVEN UNDER MY HAND AND SEAL OF OFFICE this l -A,-- A. D., 195?* day of : . ** r tJ l'' ,,/ *- V Oenefa ST Car!son Notary Fuculc In and for Harris County, Texas t Filed for recordMay 1, 1959, at /g.-vg o'clock M. Recorded May 2, 1959, at ?:3s o'clock g_, M. R. E. TURRENTINE, JR., Clerk County Court, Harris County, Texas. 7 '<___________Deputy . cr-Tiriro copy ccrtificatc C`U Of TEJUS CCfNTr OF hARftis < :ta on tha o,t. '"'M" nd p- JUL2 J 1972 * TURRENTINE. JR COUNTY CLERK Harris county. Texas ~mT EASEMENT "QUITCLAIM" HUMBLE TO navigation district 0,7919 AC., 5/2/59 3691/619 D R. tract no. @0N DWG. NO. C-ALL-5A07-E ^Ui'l _ _ __ 015725 MHBIAS, by tMd datod April J, 1994, reoordod la TcImo J133, pt|t 361, Doad looorda, larrl* Couaty, foi, to fcleb rofaOTO* U hereby amd ter ell purpoaoa, Phillip* Potrolooa tmpenj, e Dalaeur* aorporatlon, vlth e poralt to do boainoaa in Texet, hereinafter aoaotlnoe aallod *Fhllllp*#, conveyed to Calanca* Corporation of Anerlea, o Dclavar* corporation, with t pentlt to do buoineae la To*a, hereinafter nmUmi called folanooo*, certain load lying la tt*o Arthur KoCondck Jam? A-4&, Horrlo Cowl/, Taaaa, deoorlbod la Mid dood by ootoo *nd bound* la too tneti, and UI2KEA3, Phillip* rooorrod fra tho ooreyanco of sold land for tho bonoflt of ltaolf and it* aubcldlary ond affiliated MfUlti and tto and their uiipiwi and rranteea oortaln eaeoMit* dtldi aanf othoro therein dooerlbod covtr a atrip of land 100* vld* alon* th* oaot lino of Treat 1 dooerlbod In aaid dood and a atrip of land JO' uldo alone tho oaot lino of Truel D dooerlbod la aaid deed, and MUIA5, by Mtoal afroenent of tho partloo Colanooo baa oaotnrUl a Inina** ditch at th* joint and abroad proportion*to oqianaa of Phillip* and Colon***, etilch drelnac* ditch ta loottad within oald ouaanl otrlpo and hone* extend* in a northaaatorly direction to Tetzj lake acrooo land bolen*in* to Phillip* aithor in fa* or upon Wilch It hoc obtained ooaoaont right* froa other#; mi, Ti-miJDRi;, k;*j* all k-x ht wrac rnaansi That, for *nd m conaldcratlon of On* Dollar (tl) and othor good and valuable cenoldarmtlon in bard paid by Calanoao, tho rooaipt of ehlch emaldorallai la acknowledgod, Phillip* hereby give* and grant* to Colanaae tho right to iim and oaintaln aaid drainage ditch located within a*14 oaaooont atrip* above dooerlbod and extending thono* in a oortheaoterly dir*oilon to ft(0 Lako acrooa land belonging to Phillip* altbor la foo or open which It haa obtained eaaemnt rlgltl# froa other* a* aforeaaid, all aa th* 'eUecdnc ton* and cmdltiona, to-wlti (a) Ibo right of oaor of aaid drainage ditch chall not be oxeluair* in Calanoa* but th* can* aay bo ooad for drelnag* purpoooc at any tine and I j i CERTIFIED COetXTinCATZ `-- STATE OF TEXAS n r':.= *" COUNTY Of KAflS Tho forooora* * a true and oorroet P*kK0fr*DA< copy 0d tho Original record. now In ray lawful euttedy and 0OtMi*iv Plod on tho daio atameod thoroon and racordod m tho Record. Velum* and Papa M damped thoroon, i ho^cuy certify on FEB2:'. 1373 *. C. TUUdCNTIKE. jb COUNTY CLINK ^ COUNTY, TU DRAINAGE EASEMENT PHILLIPS TO CELANESE 5/8/57 3317/405 D.R. ; TRACT NO.ON DWG. NO. C-ALL-5407-E ^ hw' zersi //o r 015726 frta Xim ta li-e t? f. CU-';s, 1U r i:'' -ir7 c-4 t/ULUUd ware&i'. i sod 1U u4 their mi^ni cad |ruUei, (h) The odicbUcb a/ this iftctruani shall Mi sr alter aay right la Calaoess dr tbs lama #f 11U dead dassrlbeu stars tat stall mt la CeUneee those addltlmel right* ef er ef add drains** ditab tarsIn deeerlbed. TO HITS itf) TO MU said rights tarsia dsssrltad tarts Celsneee, Us sussesasra and assist, Eerrrar, 0 UlfMBS WVZODF, this Lnstanent la axesalad this 29th da/ af tarsh, 1957. ( / I N ctrririto cop*f cmmcxrt STATE OP TEXAS COUNTY OF HARRIS The forsfotni la a true and ooertet ohoMyreohie coo; ths original record, n* in my *e*rfu custody sod possess fUed on ths data stamped thereon an* rscoraei ton* Rec4 VoJums and Fata at stamped tneraan, l hereby certify on FEB 2 2 1973 * E. TURRENTINE, JR.. COL/NTy CLERK Harris county, TEXAS Peoury DRAINAGE EASEMENT PHILLIPS TO CELANESE 5/8/57 3317/405 D.R. TRACT NO.ON DWG. NO. C-ALl-5407-E /J & 015727 \ C318464 Jl'::-10-44 tiootz * C 318U6U LS D Pfl ZM5 y STATB 0? TEXAS ( $ COUNTY OF HAMIS } mow ALL KDf BY THESE PRESENTS: . DEED RECORDS; 4 vra GGE3 mtoC3 r WAT Celanese Corporation i k, Delaware corporation Hew York County, Hew York, for and in consideration of the sub of TEH DOLLARS"" ($10.00), and other good and valuable consideration, to it in hand paid by Houston Lighting k Power Company, has GRANTED, SOLD and CONVEYED, and by these presents does GRANT, SELL and CONVEY unto the said Houston Lighting t'M^ k Power Company, a Texas corporation- domiciled in Houston, Harris Caunty, Texas, an easement or right-of-vay for electric transmission and distri bution lines, consisting of variable numbers of vires, and all necessary or desirable appurtenances (Including, but not by vay of limitation, towers or poles made of wood, metal or other materials, telephone and telegraph vires, props and guys), at the location and along the course now located C-C{>rDI r C: JL c Cr .and staked out by the said Houston Lighting & Power Company over, across and upon the following described lands located in Harris County, Texas, to-vit: M m ' " 2 O F\ A one-hundred eighteen and sixty-three hundredths (118.63) acre tract of land in the Arthur McCormick Survey, Abstract Ho 1*6, designated and described as Tract No l in deed dated April 5, 1956 from Phillips Petroleum Company to Celanese Corporation of America, recorded in Volume 3133> Page 361 of the Harris County Deed Records. The easement herein granted is an unobstructed easement ninety-two (92) feet in width by one-hundred ten (HO) feet In length, the location of which is shovn on sketch No AM-1&*1&-R, prepared by Houston Lighting & Power Company, hereto attached and made-a part hereof. ik, together with the following rights: (1) of ingress and egress to or from said right-of-way for the purpose of constructing, reconstructing, inspect ing, patrolling, banging new vires on, maintaining and removing said line and appurtenances*, (2) to remove from said right-of-way and land adjacent thereto, aH bushes, trees and parts thereof, or other obstructions, which, in the opinion of the Houston Lighting k Power Company, endanger or may interfere with the efficiency, safety or proper maintenance of said line or its appurtenances; and (3) of exercising aH other rights hereby granted. -IE STATE OF TEXAS ) OUNTY OF HARRIS > 01irubr ci*1 '' mat o:oiUOfiic in *ei** H tfv*. f*<oa * * m? cusioa? TJBli'Ofl. 6" ,f,< 1*' HBlY'CBl *o % IIKI 9 oiota in m* Rero"i*i s K<oaB > my 01K* a3 Hftarad n* ana hiv*M rtioH** tarni'Kaia* numfra* ita*S4 ^rwi, 1 hwafry ctfuiy on FEB 2 2 1973 *. E. TuRRE^TiNE. JR, COuNnr clerk HARRIS COUNTY, TEXAS OlBLlfV ,I EASEMENT CELANESE TO HOUSTON LIGHTING & POWER CO. 92' X 110', 6/1/66, 6388/596 D.R. TRACT NO,(Don DWG. NO, C-ALL-5H07-E 015728 I I It it specifically understood and agreed that Grantor ij tends to construct c. 6? fcv substation on said118,63-acre tract andthe sanewill 5C lie partially within the easement area above described, but grantor agrees Cf "?-> ofH f that neither said substation nor any building or other improvement which r-> grantor may erect upon said easementtract willunreasonablyinterferevl{h the rights herein granted tograntee, 3 H ;1 *-? ? ^ c; l/i TO HAVI AND TO HOLD the above described easement and rights unto* said Houston Lighting & Power Company, its successors t util said line shall be abandoned. Abandonment of the name shall be conclusively C7D presumed if the same shall be unused for one (l) y*ar, and thereupon said Houston `.ghting 4 Power Company shall remove from the above described land all property placed tbereos by it and shall restore the surface thereof to as nearly as practicable the same condition In which such surface existed rc-oL JL cc-'nVc .t ; ' o'\ time such property was placed thereon by said Houston Lighting & Power ^ j'l-. jS out hlndj thi 27th day of I'-'J . A D 1966. CELA.VESE CCS?K2T10H S03ZZZSX . / u cx list. Secretary' tTEE S1A3 Of BV YORK President COOTTY Of KIW YORK | BEFORE KE, the undereigned authority, on thla d*y pereonilly appeared E.O. ____________________________________________ , Vk e President of Celanese Corporation a&dbaexxx*, a corporation, known to me to be the person and officer whose name is subscribed to the foregoing instru ment, .and acknowledged to me that he executed the same as the act and deed of said corporation, for the purposes and consideration therein expressed, and in the capacity therein stated. GIVEN under my hand and seal of office this *** day ofHfiH ______ \-4Ju-fc=r~ Notary Pibli: i-^ani for NeV^York County, !>v York N.r _ C. LLY Z".G;rwJ:o*l _Tea. til'.:-:.,- 5`--i`>a- s-B- s. a c Sy A H F i S^ATc or TEXAS > jntv of Harris ) 01 0>0-etf ctflifY '.n* inf ** na lonr>* lull. two. *nd ctrrwa locuofttc io?r t"f Minimi IC nfi* ia m, cuilttv Mt .(U<on. l.ea on thr sue tt*iAa m^rAA oaj *$ m< &.n* a _'Ud in tn Reco'Ccr i Rc<f>a, ia my r>tht* ao prpvnrd o* Tiinm, tnd hi.Af m<rotnm aefii<itc,i mmw oft. I n*tDr cofiil, on FEB 2 2 1973 EASEMENT CELANESE TO HOUSTON LIGHTING & POWER CO. 92' X 110', 6/1/66, 6388/596 D.R. TRACT NO.ON DWG. NO. C-ALL-5407-E 015729 V I t \ "ME STATC OP TEXAS ) ountt or HAHftjs > *>erfBy ctrtily i.<*l lit* tb** *4 f<nuif \% lull. iroo. tfltf eund j-oioi'ipnic coot ol ii* '*! c:o'fl m ry tlul tuiicci w-J oimimoa. t >t<J M t* out unv) imioa i"iO it t't ;fi tcwd4 *n rt RtoiHt in my efict *19 pfKrwtf M <ftiiiim mo him imcroiii* WM'<4iUeA rumori it 11**544 r*r*on, | fe#rct>r mtm/ w> FEB 2 2 1973 R. E. TursenTinE. JR, COUNTY CLERK H'!R:S COUNTY, TEX** S Dtowty /s EASEMENT CELANESE TO HOUSTON LIGHTING & POWER CO, 92' X 110'/ 6/1/66/ 6388/596 D.R. TRACT NO. ON DWG. NO. C-ALL-5A07-E 015731 M)T-*l 63 ; n ti 4 s l 87(55711 11 S ft 11.70 ejLSfyrvr \ juts or tns I SK ALL HD rt THS5K PMSSffSi C0WT7 Of KAMI 3 f THAT, nnujrs rfTR01/.i CrttfAXT, a D]|VU- Corporetion with a j a r*r*U to do business in the State of T*tae, for and In consideration of *3 TOI AflD NO/lOO DeUart (tlO.OO), and other food and Mluable consideration, i to it In hand Mid h> -iHE CfXrtV?, ha*e granted, sold and eonrayed and hy the** rrs*nta in rrant, a*ll and crnT*y, unto the aaid Company, an (UMt w) or rifht of *\y fcr cne (1) pipe- lino at the location and alon< th course now located and ela>M out by the said Company o*r, acrose and upon tha follertnf described lvnlt located In Harris County, Texas, to-rlti Rmtnnlnr at a point in the centerline of Killer Cutoff Road, beinf the north*ast comar of a US.b^-acr* traet of land located in Arthur KcCorwlck Surrey, A-U6, Harris County, Tesna, Said tract ccrryl to Celanese Corporation of An*rica by FhlUips Petroled Cm; any an Traet Ho. 1 by dead datnU April 5, 19^6, recorded tn Vol'ne 3113, Tare 361, >ed Records, Harrla County, Texas. Beinf also the northeast comer of a 100-feot wide eaewient referred by Phillips retroJeu-; Company atony the eeet fide of abort aartioned UR.bj-acre tract; Sn X* V4 0o ao om Thmc# 3. X)* 53* V, 32,7 feet aim* the east line of laid traot and resmmt to a }/U9 j.i.p. set Ln the eouth right-of-way line of Kilter Cutoff Road; Thme* 3. P7* 2** if. IP3.7 f*et atonf the eouth rlrht-of-wey line of Mllir Cutoff Rrad to a point for the place berlnriin* of the cmterllne description of a Lm pipeline hereinafter described; Thmee 3. 12* A2` E. if.2 feet to a point perpendicular to and S3 feat rest of the east line of eaid 116.63-acre traet and 100foot vide easement; Thmee 3. 20* 55' . 1570.5 feet parallel to and 53 fast vett of aid aaat line to a point; Thmce 3, Id* )7* V. 57 feet to a point 13 feet east of Port TemJnal Railroad Spur Track; Thmee 3. 02* 30* S. 127.0 feet to a point in the last Une of aid UR.63-acre tract and MO-foct ride eesmmt, being alto the reel line of Harris County Ship Channel Narigttlon IHatrlet'a 0.1.61-tore traet for a total dlatanoa of 1613*7 feat or 109*92 rode. together rlth tha right of Ingress and agrees to or fna eaid right of ray for tho purpose of constructing, maintaining, operating, Inepeotlng and rwaoriny tho said pipe line, SS ^ r>>' 5s ?.o-'1*. = if TH " OTA!? C P T7XAS > C'lL : ' C7 MAP RIS ) 1 - - t - it / ini in* dov i4 tarffome H fvM. trwa, tmct 1 . . *.h<c < opy 0* m r*cori now tn *, tarlut cuilodv o4 I .ion, 'tiea on tM a*t* teeon in4 n iti a j-.'- ti in (fi Afcoiott's Neco'Ct m n, orticc end otexrvoe am II cni.iffl, nd h,mt nocrofiint 4eno(<itoa awmoer ai miC(4(v. 1 eenity o JUl 6 1972 R. E. TUftRENTlNE. JR^ COUNPT Ct*R HARRIS COONPr. TEXAn EASEMENT A" NITROGEN LINE PHILLIPS TO HUMBLE 11/4/63 5312/10 D.R, : TRACT NO.0ON DWG. NO. C-ALL-5406-E ^7~ 015732 Tho uiwnt horoin grontod la dollnoatod on tho plat attaehod horoto And aid* a part horoof. Tho pip* Jin# if to b* eonotmetod by Orurrtoo on tho Mid #rml ihnll bt buriod At loait 21 Inch** bslov tho ourfaoo of tho ground* Grantor rrroitlj rotorroo th# right to uao tho Mid Und for any purro## pro#ld*d t^t should any doolrod via by Grantor roqulro tho rolooaUdn of Gpm** nino lino, oueh rolocation #hAll bo occoipUihod by Orantor'o 32 ss ro n lS S eost. TO HAVT. AMO TO HOLD tho abort d##orlbod oaaonont and right* wit* tho Mid Coarany, iti meeotioro and atilgno, until tho lino ihall bo abaa- * I | drnod, j VITTOS our hand* thlo 11 daj of Oetobor o0 ~P- 12 iO imsrt pwiLUfs rmaxM eamn m -L / Ao#t, $*cr#Ury ZL>Y\L Tie. PrMldmt .T THE STATS Of OOAHOU CCCm Of WA5HIWT.T0K BCTCflf MT, tho undorolgnod aotheritr, on thlo dap portonally appMrod f. f. StradW . taiwm to ao to bo tho jporton vhoot nano 1# ouboeribod to tho forogolng instrument to Tloo President of WIUJP3 PTTROLBLW CCKPAMT, a corporation, and aeknoalodgod to no that ho oiocutod tho oaao for tho purpoiot and oonaldoratlon thoroiii wrprooaod, in tho eapaaity oUtod, and oa tho act and daod of aald oorpora tion. OITOI widor nf hand and foal of offlco thla tha U day of \ ? /, Ottnb*r A. 0. 196J, flr r j , - .i. . ^ >`1 Viy . V-V-A ---- -- HsUrr iv.Uo In inn for SUt. *t 01 ahcr%'J 1 I ' l TT-Ai/if T*t fir rnm CCL'*i ..-0? HARRIS ) ;;; in.v^nr; ijr.Vi^.fy JUL 6 197? R. E. TURREnTINC. JR COUNTY CLERK HARRIS COUNTY, TEXAS zkiU:l/..LL '.'33. !?.-- EASEMENT 4" NITROGEN LINE PHILLIPS TO HUMBLE 11/4/63 5312/10 D.R. TRACT NO.ON DWG. NO, C-ALL-5406-E 015733 I t1 (1 111 : r p -.auj -253 : t ui, - CWIJ (V. V C B n 3.55 O'. I 0 L(.0HUj "5210 TM41G 7J CUV Mi BT THUI m*iCC3l T al ic-r an-l In ctnsUeratl^ of tna Stsa of Or>* OqUu* (>1.00) ^ I t*r ,-'w.l *nl eal able eonsl-WaUan* |A|j sni rendered to PGU.IP3 - t*1't c4 Mwf tor juration, hating *n office and pise* of IjiIm'm in Muii'jn, Kirrl* Count/, Tesa* (aerelnnfter for conmnlenct iom* tl-#s 'Tmntor") by WAP15 CO-VTT HOlOT SiCP C"m UAV1>?I0* ``IT, 4 reemr*otal ****ncy and bod/ politic of the State of Tfai, lu It* irtrvrt;*! office and pine* of business la Houstcet, Harris County, !** (Mmlnaft*r for convenience scnetloe* called Grantee*), 0motor ban rrant^l, bargained, sold and <omeyd and by these pr***nt* foes grant, barraln, t*U and convey unto Grantee an Mitral ini rl;ht-of-ray for tu ecoitructton, Installation, opamttOB, mtfttcnincs, rc;*lr, renewal, r*-mctruetloo and rmoral of 4 lino of railroad, for the joint use by said Kwlratlcei District, tne fort Temlnal An 11rand Association and Sautbom rneifle Car.]M\y (no the successor In lntr*ot of Teia# and Rev Orleans Moll* road C<r*?*A/) ow*>r# open, 4lon^ and across thos* tvo certain pieces, parcel* or tract* of land men being 17 feet rile, each part of the Arthur HeCoraick Survey La iferrle County, Terns, farttculsrLy described follows ( T;tr? nc, 1 l/ et1 rmnr In* m*t line of that certain Il3.6}-*ere trv*t Of lnnl cnrm/H b/ Mil 111 po retroUus Cor,ns\j to t >* C'lvn*c Cor;r>r*tlai of America by deed dated April I'/'A and recorded La Voliaw Jl)}, r** 3*>l of the 1^*1 Accords of Karri* Count/, lean*, the center ILne of tnli Tract Ko I being parallel to and 1*3 feel south easterly froa th center ILn* of * proposed railroad spur, O 1 ) THE STATf of Texts ) COUNTY OF HARRIS ) I hjtefty e^tily tf *i tf ier<t e (st'setM t lull. Imv *1 corrtet cio:opnr>ivc >o:i of me oru,mi '*cao no- m my uwiui custody me possession. mo on me a4>< stamjye meton na ti tin tmu it tc"r;eo m ine Gratae* s <<e;o/os m my oilice na 0ti(ivee on r, .-mum. mo n> n* m<;olum Mjnu(ictiOA ftumoes tiemert ntuon, i irDt cemly c* JUL2 01972 SKJC.-TUHM 17' WIDE R.R, EASEMENT PHILLIPS TO NAVIGATION DISTRICT TR. 1-0,862 AC., TR, 2-0,079,AC. 8/2/63 5210/921 D.R. TRACT ION DWG. C-ALL-5906 a 07- 015734 JLj l*L l II I.LLW IO i vc 5210 ruj 417- <' if \\ ! I I i l;^ iii l%* Ur* of nU ;*xf Iri"* #lthh ft* lr*<*t here* ! ft*t-rlt*J l#in*( *ft ft jar*. Iculftf 1/ d-a-rltel at Xoliovei e <> 1V M. ; at \f, i <un 11 n<* of Tract , \ - fj n H'irrii-i, f'llm i-.vtin ilr.f il"* ujin t-il a!'<v tn* n.rfi lln* "f, t ^ -f cn)t H* Ml./ I r I t':ltra/ ijr IMillje fv p> I '4*- ft-'- 5 C ; -v -t * 0 i r , 'ft t 1 on of A-tI'% \o i >* r r 11 C ,,* t / f m t C < 1 r C VLr\n 1 :#*/! it: o Liitri-t t/ -t*-) :v stm it, r>i7 ftM r> ' r .- I :r> V.i-- y <i, In..# V/!- of ta* !**! I-'*.r.j t-f lirrU 7*ftA, *ft 11 i">tnt !* 1 - < , *i .* : l f t <* rMi irr 1 I on,; and v I *. i *i- till r.-.rM H et/ 1 If.-, ril ef tn<* *it Mr.** cl tt<* v' r'nU ll').M*cr< tract* an 1 l, / ?et, ftlat M ftlar* ftrti vl*. \ ti aalJ njrl'i r!. t'.of*vy tin", mat of In# c*rUr line o| i,t*t# Kl.*,.v\y 1JU, TV.'t'T., *i rthenamrijr tlrr..; Uf ftrc cf * 10* CX7 (7L Tre* to t ! i- f i ? < tv^, -3t at t:.,e point of tvlnnln.; c-nr *. '7 >l 1 j7 Z,, ***11 curve Hnvtn/ * mnlrnl 4."- ie of *<** j7 j7 ft/il ft rtiiiit oi i*t, f t ft dltioi'i of ^*7 73 f>*t to ft j.lnl Of Luu -np/j -n nD TT>7, N. r0# 7/ r<7 I. ftlorv line trftll*l to mu * .to #-*. + Tij ( ftl rl.;nt ft/otlfft) fr'r: ttv* Cftftt lir of foriftlJ ll.;.oJ . cr^ brftct, ft Jlfttftflce ol I,/' r.'^o f#ft to ft foint of In'.crfttcUon vi'.u tn# center line of filler Cut-Orr w,vl, wM:n ruvi center line lft Ite ft*'** tfte nnrtn bounlAry line of the afore* ft*Id 11C* J ftcrft trftct ftnl the norm line of Trftet No. 1 herein Ceacrlbed, ftld Trftct to* 1 eanUlnlne Q.l*>2 icre, re re or le*, torether vlth the cleej* ftod uno^fttmetM aerl&i eateeirnt nnd freevn/ vlUiLs I've ft/cft or toot ejtenJir^ horitootAll/ for dlitAoce of 1*> feet veftterl/ of kjyl jarftllel vlth the eeftterl/ line or old 17-foot fttrlp ftbore decrlb*4 Tract Ko. 1 ftrvl eitefrihv; rerticnll/ fren the lurfact or (round level to nel,;fit of not lets than 22 feet d^ilured from the top of the lover of the tvo rellft In iftld railroad track to the lovect eirthwd projectloo of eoj houie, atructure, bulldtA*, pipe* pol* vtrt, 1U, bridge, overbeftdrajr* ! i COUStV Of HARRIS > I he'*Cp ce<t>(y tnt ift *d laf'isiflf it a lull. true, md t phe itsticru: looy oi lix oucmi 'eco'd no* in (Tty i*(ui cusiofl poisM<on. tiled on m di<c {Mmoed meieon md it mt ji itcrvieS ( me rttcwact't *ards m my o'tic* md orestivc nc'cmm. *no hi*mi microfilm ictniilicatton numdtf at jta V.enon. I r.JKDy cri>iy on JUL 2 01972 R. E. TURRENTINE. JR, COUNTY CLERK HARRIS COUNTY. TEJUS / J Daoutf ^TTBUUU 17' WIDE R.R. EASEMENT PHILLIPS TO NAVIGATION DISTRICT TR, 1-0,862 AC., TR, 2-0.079 AC. 8/2/63 5210/421 D.R. TRACT NO.(8)ON DWG. C-ALL-5406 S 07-E 015735 u ~1 u ilrler, croeeb*r, or crtner lA#l*U#ltan wrtr tad tcroe# ttld TrvV 0o. Tver r\ ? -- 1/vtlH near lie icnilVnit corner of the tf^reitld 11C.6J* irr- in-1 r' Ivst, the center line of inti TmcI Mo. 7 c>ln*l'lrv r*utrr lh* *T t jrnjotrj rellratd ey* In In* f"U*r [|n 'f mM vyr tr-*'k vlinla the Ireet I'rMn bMn.; lare jnrttcularl/ deicribed 44 fw 11 **t r I( '? Wc o5 2? ac *-- -> oo t Vl'-*"* %* i^ir.i in th eiderly line of ; r \-~x 7 herein l*ecrlb*.l, vhlcn eMler.7 lln* ll*i u;*n v1 aImpw. the -til Jin* of in# tf'.rAJi i i < irtet of lani, mid point l'In.* ,`J. ?,* '<" S, t I'.it-unct of 1'.!'.* .'**tr ai **i4urei ilon.; aa l vltn nld *nt I In*, frtr. l.i- ccjt.i* tel corn-f of In# ail )-ar;e trn*t, tnl r/. P.Cj 1<~\, 4# p.mirr j 4jnn/ kiA vlln tne Virj T^ff I fne, injin of the norlitrtal corner of the #Ald ll'i.f) 4cr# trect; .* T>'f, J.irlierljr aloru* l ie ere of . IU* JO* lo l'e rl.;ht vhrie Levant at the jMlnt cf t*. i.-aln/; b*are N. \t* **. * j2* Y., iiJ curve >wvliv a e*nlrti an-: it of 13' W" and a rnUua of fe-t, for a die* tan*# of 167*01 fet to a point of ttn.;enc/j I | sf T **. t*1 r' i. r i 5u 5m 1 TT:rt, n. ]U* 33* I. JJIU. of jl*.19 i*t_to joint lyln.j In tn# ioul at line of Tract Mo. 1 hereinabove <Jc#erlb-J( anld aoulh* ea t line oelfu; the v**#t#rl/ line f tn Trtrt !) 2 herein deiorlbed, raid Trac 'lo. 2 eortnlnl'M 0.073 4er#i or le . TO fUYS A.'ffl TO flOLD the a boare deaerlte^ e4#eoeot# tad ri^bt#* of-vA/f for rnllrond porpo*** onl/# unto the Mid Qrtatt#, it# tuce##or# tad tiil^rt for t period of tlae to lore tt the ttid Cmatee, it# #ueee#or# tad tillitu, the lort T*mlnoi Mtilroad A##oel#tian tad #id Soutbera hcl/ie Ccrrnn/ #ho 11 ua# the mm for tho u#e# tad purpooti tforttoldj but if CrtaVoO| it# lueeenor# tad ttiLijn# tholl tetn to u#e for th# purpot e# tTortMid either or both cold porceli for t period of fire eoruecutlr# jr*ore9 Ortateo, TH STATf or TEXAS ) COUNTY OF HARRIS > '"""M > JUL 2 01972 R. E. TURRENTINE. JR COUNTY CLERK HARRIS COUNTY, TEJIAS i&LkiL Deouty ir..tf^Tionfmrnrt*n 17' WIDE R.R. EASEMENT PHILLIPS TO NAVIGATION DISTRICT TR. 1-0.862 AC,. TR, 2-0,079 AC, 8/2/63 5210/421 D.R. TRACT NO.(8)ON DWG, C-ALL-5406 & U7-E 015736 I I * i*-*nnr ereI eeil/ne, ihall rewee the Jr;ecv*oti therefroo ud lb title to *.'i ;r-*l or parcel# or to ouch of the iin Grantee, It* me- '* r-- ^~ mie-te .M iil hare rfiiri io u for Um tforeatld period of Woe ^ for th* iirpi*e*e anJ ue*e tforeatld, *fll lv*lttlely and Ipeo facto (rlth- -^ g cm f'**: 11Ity of Grantor's ff-tetry thereon) rrrert to and revest in Crantti*, 1U iw'fMiriTi and alr/)i free and clear of any eceewnt to aforesaid* O In addition to the aerial fre*v\y eteewal winrtennnt to Tract * ^ i'. 1 iir*lrMO(rr set out, 0 root or, for Itself and I to successors and assigns, C covenants that no eubeurface, curfoeo or aerial occupancy along tod parallel <- Gran* m'i line of rillrnd eltftin either of ths tro parcels or tracts etwe j*rrtbM ihiil bo lnralled or rnlnUineJ; but Grantor, for itself, |I I to eucceeeors end assigns, reserve* iho right to install,mLauIo end rvrt 5 \' pi rt|Hr.a or ether underground or subsurface conduit* under tnd to roe* either or both of each tract#, tnd terete to eoaply rtth standard engineering practice* cutlanrUy r^^utred by Grantee of other* la the eoostructloa of pipeline or otn*r underground or subsurface eoodilte* Crtntee reco.yiHee tne ft! ileoee of a drainage ditch along tad parallel vita the easterly ltae of urantor'e premise* la told ttcCormick Surrey (also the easterly line of told ll8.<>J-acre tract aboveocotlaned) tcroee yhlch the line of railroad vlthln Tmet Ho. 2 extend*, CranUe covenants tod t.rvi tv.t La constructing ite eeld line of railroad over tnd across ucb ditch, the uee of such ditch for drainage purpoiee thall oat be inter fered vlihj tnd toy decage to eueh ditch caused by the construction of Ormotes'i v. *. i> rf'^r THE STATE OF TEXAS ) COUNTY OF HARRIS ) I e*i(ily mat th ** am forttoffl la a lull. true, and comet pnoiecripAic cosy ol in on,i/ial 'tcai4 now <a im, u<k(u( custoey ia* PotieiKon. l>iad on ift* 9ai iiamoad ihanoo and at m ume 4 iccoided `ti in* Rccoiocr 1 Pacarai m m, oH< and pmirvte 0* n c.-oium. ana nvmt m<roMm icentllicedea numotr at tumotd \-eiton, 1 tenuy on JUL2 01972 17' WIDE R.R. EASEMENT PHILLIPS TO NAVIGATION DISTRICT TR, 1-0,862 AC., TR. 2-0,079 AC. 8/2/63 5210/421 D.R. TRACT NO,ON DWG, C-ALL-5406 8 07-E 015737 '-** . u k uun MI.OM'U f rtllfnnl t'Mll b* tarn* and (*14 by Qrata ^ rvi42n M rt-TTVCfr v?DUcy# thdta prtnti ha*t btcti cut*4 by Qnalor *T) <uy or 1963. cC :;, V <r a rr-ir: .k?z ,f*k 1 r*r? <*f c;i'v>^ I CH'TT r* nAS'K'urcn names fTTRoxn coujrr ti/`" '? V .( f. rrVic* fTe>i(3ot VI c^ ', X w' c rn fvj- ,g t-zt tn< u/vl*r* 1,^*4 authority, K^Ury Public la a4 for * M '"'xi-ii * r i _t.ni*, an ! Ua/ f*r tonal ty a jj " * re-1 A*w^ Vie* rr'ilJ^nt of JMlUfi fvtrokuV w^;hjv/ . i < * *. * / ran tM officer ho nor* It ubieribr4 to tha fortgolaf Inetn-^nl t*l 'ynmel* 1**4 to no Wut bo iecutrl th* fan* at th# act aod 4*-l of eH PiUllro P*trel*t Cop pan/, for the purpoeaa aod coojldtratlan tn*r*ln rirttaeU, and la th# capacity tborala abated. II/TI WO KT HARD AID SXAi of nffle*, Uil /y day of *Luktc^ imwo as to rowt Attorney-for urintor ' Court** l (or Grant** ~EoUaxry trrSfyteSvri.- tftsbih*i<an Causty, Cklahc** i i' i I< '* j THE STATE Of TEXAS ) COUNTY Of HARRIS > I hereby certify that m ebmre end teton* H a lull, trtie, and carract proroe repftic copy ol me pr.|<net record ne m my lavfut custody and possession. tiled on the one siemoed thereon end n me time i* recorded in me Recorder s Records m my ortice er*d preserved o* r :-jtiim. end hem m>crottim identilreeltffl number as stamped u.ereon, l rte/eby certify on JUL 2 01272 17' WIDE R.R. EASEMENT PHILLIPS TO NAVIGATION DISTRICT TR. 1-0,862 AC./ TR. 2-0.079 AC. 8/2/63 5210/421 D.R. TRACT NO.ON DWG. C-ALL-5406 & 07-E 015738 f* 9 *r0 jmyi <* *>-".**'*"" ^ " . .,_ ,M i - Alu 2 IjJJ in i n Ktcoiit'S n5210 rvi421 * I s THE STATE OF TEXAS > COUNTY OF HARftiS ) J hereby certify that me ibove ted tateolfta n lull. true, and correct pnoiocraoftic copy of me our'i'll record no in my li<rta( euttody and posseuon, tiled on the date siamoed thereon and *y me tame is recorded n me ftecatoat > ftecofflt m my oitica mo preserved on n-croMm, and havnc microfilm identiticioon number ai tumped l/.erton. I her toy certify on JUL 2 01972 17' WIDE R.R, EASEMENT PHILLIPS TO NAVIGATION DISTRICT TR, 1-0,862 AC., TR. 2-0.079 AC. 8/2/63 5210/A21 D.R. TRACT NO,ON DWG. C-ALL-5A06 S 07-E 015739 EGG I-350 UV) li*2H3 i 19 J J S661350 8 73 y h IL M G 0 u E ' fifiM l.?5 ^J.) VUUwLS, by deed deled April 5, 1956, recorded Id Voluae 3133, peg# 3 til ft s#^ of the Deed Records of 8nrrls County, Tnu, to v^ieb rfrencs It her# ud for #11 parpcs#s, Phillips Prtroltun Cuapany, * Delavar* corporation vltb a permit to do bvaiaeea la Texas, u said deed and herein called *FbllJ`as* eonv#y*d to Celanes# Corporatt** or iriea a D#iaw# corporation with a permit to do business la Ttxa. ueed : end herein called *Clenete*, certain la^l lo Earrls County, 7au, therein 'l ; ore particularly described by ata end bound*, excepting and reserving '; therefrom uato Phillip# for th# benefit of itself and its subsidiary and i ! affiliated capaaUs and ita and their assignres and grantees, la addition | to etbr luaeou therein reserved, an Nm*at for tb# purpose* therein ,1 p#cifld covering a strip of lard ICO fret vide along tb# tut side of ; tb# land described tbervla a# Tract Ij 1 :l !! WOW, TITCXiTOai, COW iU KEI IT TiCSI PWTECSt ftit Cilum. ;j for and la consideration of One Dollar (fl.OO) and other goad and valuable |j consideration paid by Phillips^the receipt and sufficiency of vblch con sideration is acknowledged, hereby transfers, assigns and conveys unto ;! PhiUIp# an easenent for pipe lines, pole lines* conduits, drainage dlUb, railroad tracks, roadray and slailar uses, together vitfc all appurteosaeea thereto, upon th# following described land out of Tract I croveyed by said deed above described, th# portion thereof covered by the easenent erretad by this lostnarnt belag acre particularly described as foliar*, to vitt Beginning at the latersectloo of tbe vest line of said ICO foot maul rith the center line of the Killer Cutoff Road, aid intersection being on tb* oorth boundary lloe of said Tract I, 3 67 20' V 109*0 feet frm the northeast corner of aid Tract 1; Theace continuing vtth tbe oorth boundary lloe of said Tract I and tbe center of Killer Cutoff Road, 8 dT* 26' W fevtj Thence 8 1 00' V 189.1 feet to a point La tbe vest lln# of aid 100 foot easenent) THE STATE OF TEXAS ) COUNTY OF HARRIS \ I h*r*&y certify mat ma atrava an* forctsmf l* $ full. true, and correct pfiotocrapnic way of tn origint* fecora now m my lawful custody and possession. Mto on me oaie stimoca tnereon and > mi sern* 4 iccordad m m* *corar t *coas m my arte* md preserved oe microliim. sna Nt,tne thereon, I hsra&y certify en utfltificaOoe flume*, ** itaiDMd FEB 2 2 1973 015740 EASEMENT CELANESE TO PHILLIPS 0,128 AC., 3/25/63 5061/293 D.R. TRACT NO.0N DWG. NO. C-ALL-5406- m V OM*i" ufl --m ^sitc* vuh th* wit boundary lint cf aia .00 fcot *aeBfnt, V '>)' E *.*.7 f*t to vrtc p.tc* of b((iulA, cooWioia* 0.126 trt, mer* or lee* !> tbcvt docrlbfd ltd ecvtred by tb* euecent creeled hereby hcU b* rt*iaad by Ci*fi*** /ft* of wt/ iiprmowot (ucrptlo^ drain*** dlUb or drained* */fluat line*) v&leh vauid rotrict the ut* thereof by Phillip* and it* *ub*ldl4T7 or &/f:ilt*d ecs;i** tad It* iad thvlr t* lcr.ee* aod cribt**# for lb* ourpotet indUttM. u* of **id (uent ihtU oot b* rtitrutrt to th* iaitla* but tt *h*ll b* permitted tran tlb* to tu* to caoetruet, mmolo. ranov*. rr?:*ce, ealtrj* or otbcrvlM Cttr trvy lio<*, track*, ro*dv*y*f ditches or conduit* to I004 tt *%cb use* 1/1 confined to tb* 4re% tbev* describe or th* im upon vblcb PMllipi hot heretofore rturvd an (Man; u aforesaid tod do tot unreasonably lottrftr* tllb tb* opermtioa 0/ Celao*** on abvVti&4 property. Tb* eudtol created by tbit toetruaent is vttbogt varranty cf till*, erprst* or UpU*d toA It subject to all prior cajeeent*, rifiht* of viy and Keen*** of record over# under or aero** tbe above d**erlbd land tod to til restrictive covenant* of record pertaining tb*r*to. TO UAVX AJQ TO BOU tb* *jaoeat crettod hereby ubto Phillip*. It* eucc***or* tod ui1(bs> II YXT1G534 VtfSUQP, tbl* lnitruaent U x*cvt*d tU*.? V. dty of ATTZS7: std. -- Secretary ccjtfitas ctw^Txn 07 HUK.zy,*,'' Vic* President STATI Of XU TOM QM71 Of Y&f TCAK W7QM Kt, tb* und*rtLfa*d authority, on thi* dty personally appeared /iCtf. L/r Ly*-.. ^/ 4/ wr # Viet President of C*lto*t* Corporation THE STATE 0* TEXAS > COUNTY OF HARRIS ) I h*iet> certify that tr< *&ov* md <trtomi < I full. true, md correct ehcioirtcfltc coot of me Arninat rpzmA now <n my lawful custody and possession, tiled on tne data stm'oed tncteon and as the $ime 4 recorded in in* Uecoidar a Mecords >n my ortica and preserved o* . .. . leroftim idea - - thereon, i hereby certify e FEB 2 2 1973 R. E. TURRENTtNE, JR, COUNTY CLERK ARRIS COUNTY^TEXAS jA j Deputy n EASEMENT CELANESE TO PHILLIPS 0,128 AC., 3/25/63, 5061/293 D.R, TRACT NO.ON DWG. NO. C-ALL-5A06-E 015741 F i L U C V/ o c. C+iG--on--0-131 ,, j or:: }.-:.-s;S of Aaarlea. a corporation kaovn to to to b tba peraco la! officar vtioaa aam U aubacribad to tba forasoiM lnatn^aat, and ba 4tocwie<t;tf to *a that tba im U tbo ut and daed of aold corporation tad that ho aacutad tba iwM u tba at and daod of aald corporation for tba purpoata and coo* aldaratloa tfcarolo arpraitad, la tb capacity thafat* aiatad. 1963. CZYB lion MT BJUQ JJO 6JX / .-la - V day of . sj \ Al^ box ary ?-.s;ic la ail for toe ytata of lav lore, Count? of lav IrV- . *. *y r - u.->v>a* .mfTVTntl . I *a**nr or *ufi | . . 1 \mMtm t ma RIO e*v m a m mi ** mw a v. m n a *4ticcooUaMa. Namw, ew**-%*-i <r a* *wan Maicoafal aMl 25 lJ ou.tn hxet /.<* 3 r-- t. .r ?0 MU- fsoP** = t- 1 i i'. Phi^ir* Perf e.* n 17 *** Ct/>T' /^owvta4 t, Te it THE STATE OF TEXAS > COUNTY OF HARRIS ) I hereby nrtihr mu tn *mm end taretornf I* a full, tnia. ind eorraet phdioiupnic coo* of im 0ii|in( reeoia now m my lawful custody and possession. into on tni out siamoM intrnn ana as the uni ia recorded m in* #ecoid*r'i Records in my ortce ana preserved 00 rmcroi.im. and Mm| microfilm identilicAtlon numotr as itamoad UMfaon. I iwaby certify m FEB 2 2 1973 R. . TURRENTINE, JR, COUNTY CLERK HARRIS COUNTY, TEXAS 7$*_ / EASEMENT CELANESE TO PHILLIPS 0.128 AC,, 3/25/63, 5061/293 D.R. TRACT NO.(9)ON DWG. NO. C-ALL-5A06-E 015742 -? y r-'j 11 rs i *< ' i 0 i t 6 / rl ** HC in NU'WIS V0I-5S2S r3SS V: 015-24-1l5 **rirJjl5, fey deed dated April $, 1956, recorded in Voice 3U3* page 161 et #eq of the Eeed Record# of Karri# County, Tuu, to which refrence it here cade for Cl purpoaei, Phillip# Petrolecs Ccspari?, * <U , corporation w<*v` * #rait.to do bu*lnei# in Texas, in #ald deed 4as herein called ' \ . . .^veyed to Celanoe Corporation of Aaerlca* 4 Mivirt corporation with 4 permit to do buiint## in Texas, in said dead and herein called "Ceiareie*, certain land ir. Karri# County, Tex/kr, therein cor* particularly described by nets# ard beurdi, excepting and roiervlng tr.eref.-ci unto TMlllp# for the benefit of itself and it# eubaidiary and affiliated eenpania# and it# and thair aaairnee# and jrrantta#, in addi tion to other aaecaanta tharain ra#arved, An aaiesant for tho purposes V.arein specified covering a itrip of land 100 foot wide along tha oast id# of tho land described therein a# Tract It NOW, 7H&S7GRI, KNOW All JEN BT TJiXSE PPiSE.TSj That Celanese. , for and in conidratlon of Ono Dollar (21.00) and other food and vCuablo , consideration paid by Phillips, tho receipt and sufficiency of which con* . eideration li acknowledged, hereby trancfori, assign# and convoy# unto Phillip# an ea#e.#nt_fr_plpe line#, pole line#, conduit#, drainage ditcb,^ railroad tracks, roadway and similar usee, together with all ap^rtonanca# thereto, upon the following described land out of Tract 2 conveyed by #ald deed above described, tho portion thereof covered by th easer.snt created by UlI* lnstnsent being sore particularly deecribed a# follow#, to witi ,*i7p (/*> * /' /V' 7^ /w (a) Be/-Inning at the rortheaet eorner of said Traet I, being a point on the centerline of a county road 60 feet in width kr.'^vn a# Killer Cutoff Aoadj Thence S *7* 23' V with the said eer.terline and with the north line of #aid Tract I, at Hfl*$ feet the northwest 0 corner of an eaicsont embracing 0*123 acre#, granted to Phillip# Petroleo Caspar;? by Celar.eie Corporation of America, on February 21, 196) a# recorded in Volume 5061, Page 29} of the Karri# County Deed R*ccrd#, aald comer being the tru# point of begirding of the herein described Hicett) I iO O tncr 1 the state of Texas ) COUNTX OF HAPRJS ) HE"- ............... * FEB 2 2 1973 OepLty 1 4 - 015743 015-',-!jS3 N I U 'ii ciii;-:j 2 -.56'2S rU350 Thcr.ee continuing Z ?? 23' V with tk. r.crth line of eaid Tract ! i:4 with th* centerline of said reed, 28.5 fs*t to point tor th# northwest corner ct the herein des cribed caeeaer.t; Thence S l* 32* T 1?7,9 feet Vo vho southerly ccmer of the said 0.123 Acre eascser.tj Theree K i- C3* T with the went line ct the said 0.12? cere casesent, 13^.1 fee*, to the trvie point of beginning '-cribed earcaer.t containing 0.061b sere* I (b) rerlnniry a*, the rcrthei.91 corner of said Tract I, being 4 ;*.lr.l cn the eer.trrlir.e of * count/ rood iO feet in width fc-^wn 4i Killer Cutoff Hoed: l Thence Z 55* V with the easterly line ef raid Tract I, for 4 distance of 1656,* feet, ard '> 05' V at rirht a:yiei thereto 100,0 feet to a point In the westerly line of the 1CO.O ft. wide portion of the aeener.t reserved to ; rfcillips Petroled Cccpery In 4id de<*d, for the true point of beginning of the herein described easenent; 1 Thence with the following courses which fora the northerly and westerly boundtry of the herein described eteesent, j. U 65* 05* W 2.0 ft.; C 25* U V <52.0 Tt.f f 32- 32' * ! 90.2 ft.r t '6- 65* W 69.3 ft.; S CT* 23* W 115.5 ft.i li 5 5> 11 W 81.5 ft.J S 61* 3?' V *>6.3 ft*: S 65* 32' Vf j 6C.0 ft.; S 80 * ilr 11$.3 ft., to 4 point on the Ij northerly line of the 122,0 ft. wide portion of the easej cent reeenred to fillips Petroleum Ccapany In AAid deed, ' i bei.v 4lao the P.C. of the 10 degree curve which connect* 3 the northerly line of th* 122.0 ft. vide portion with th* i weeterly line of the 100.0 ft* wide portion of sold **#*- ) jJ cent; Thence with th* northwesterly bcundAry of eald eaaoent reasrved to O.Ullp* Petroleva Caspar? end with the eaid ' 10* curve to th* left, having a central angle of 66* 38*, l \ 4 rodlu# ef 573*69 ft, 4 tangent length of 377*03 ft*, for * distance of 666*33 ft. to the P.T. of Mid curvet ' Thcr.c*S* 20- 55' t 70.3 feet toth# truepoint ofbeginning l of th# hereindescribed eaeeaentcontaining 0.2139 Acres 1' tore or less. The Abovt described lard eovsred by the easoeent crsAted hsrsby hall bs retained by Calanes* free of Any Improvement (excepting drainage ditch or drainage effluent lines) which would retrlet the us* thereof by Phillips And Us subsidiary or affiliated companies And its and Vheir assignees And grantees for the purposes Indicated, fillips' us* of Mid ! eaeoaent shell not be restricted to the initial use thereof but it shall be permitted frea tine to time to construct, maintain, reaove, replace, f' r 'HE STATE OF TEXAS > BOUNTY Of HARRIS > n,'5?),,Cr^r.`r>J,'*lAl.n.e ,b0''* o'Cfoifie It a full. true, and earraef .ftofoeneft.s rosy of in* 0'iC"ii ,e;ro,0 nom ,n m ,#-(u( cu.rjf*!? FEB 2 2 1973 * E. TURRENT1NE. JR, COUNTY CLERK HARRIS COUNTY, TEXAS TRACTS /, EASEMENT CELANESE TO PHILLIPS (A) 0.0614 AC.a (B) 0.2139 AC. 8/18/64 5628/358 D.R. & ON DWG. NO. C-ALL-5406-E Deputy 015744 I.'l l I) I,! i m-:'.. r:562Sr3oO CI5-24-;J31 enlirf* or ctfcerwle* liter ir? linee, trecke, ro*dv*7#, diuhti cr conduit* o Ion* ** such u**i *r confined to th* irt Above described er the 4j*m upon which PhUli?* h** heretofore retenrtd n *s*e*nt 4* sforessld ini do Mt unreAeombly Interfere with th operitlon 0/ Celine** on Abutting proport/* Th* **iB*nt crested by thi* initr^cnt 1* without wirrmty 0/ title, apr*i or implied, md U subject to ill prior **es*r.t, rlthts of wiy ind licensee cf record over, under or icreis th* sbov* described lend ml to ill restrictive eovnir.ti 0f record pertaining thereto* TO KATZ l)w TO HClO th* essactr.i crested hereby unto Phillips, its ruecosson md nilpii, Aufu. IK VT7KICS VHZREC7, thl* instnaent 1* executed thi* 12tbdy 0f , 196l* \ 5 [ATTEST nr l*u/- ' '*<*>'* Resistant Soerotnry CillitSX CfftPCJUTtCK OF OSXIU ^r> S ;= *! > ";w Cv rt THE STATE OF TEXAS ) COUNTY OF HARRIS ) : hereby certify that the ettove end lorecomt It l full. true, end correct phoiQCtiDhic coo? of ine or .a m record now >n my tewfjl custody end possession. tiled on the date stemoed thereon end is the some u ecordrd in the Recorder's Secoros in m office ini preserved on micror.irr. end he?,n| mooliim tO*ntiletton number 11 lumped vnerton, I hereto unit/ on EASEMENT CELANESE TU PHILLIPS (A) 0,061A AC,, (B) 0.2139 8/18/64 5628/358 D.R. FEB 2 2 1973 R. E. TURRENTtNE. JR TRACTS do-; & ON DWG, NO. COUNTY CLERK HARRIS COUNTY, TEXAS '/) . sS AC, C-ALL-5A06-E Deputy 015745 ~n ~i~ V VZ* 1Z-Z ) ) CvCvtt a Ca t;m j 4* f :i Ut C(,\f C562S.X-3;61 V7Z'Z rz. tt* u.-tt*r*lc.! att-ttrUr, es tti itj ptrtcrAllj ' *;p**r..J A .' Tie* Fr*tiit.-n. c.' (<:*.-> t itiTcn'.lu, cm u u tt ti tt* ^.-ms u< c.'.'ittf >** tia li r.icrii*c u tt* (injjisj S_-.rvi%a*r.*., C^i tt : VUi tt* Its* 1 tt* ttt 4id >! Cf e.-7criica *.-d ttal It OKvt! tt* Id * tt* IC`. tttf (nd tf iLj ccr^riilM, .'or V:"* iu.*i< 'jUintiM tt*r*ia cxTT.ntt, la tt* ttr*la crra; cca sc ka 112 tzc. c? zrr.cz, tu* .7 f^ /. r~J n- Xcu?7 ?*iiic ia *-ifl it? L*.t Ci4t Xrw Tor*, CcuMj of /* r.. . <**/* p ''->P7a`-`n?'.;-?.*. ^ -*\. -'c V/AV o..a,. - r ' 5 ..... ............... .... " l,*** lam jjl .1^- .' *>1. V?j f *'* ("* . I .* *t :c a. * *> Cm iUC i S '.Hi _>*/ ** ***"*( C0U7T tLwJ THE STATE OF TEXAS ) COUN7T OF HARRIS > I hnt> (tail tne ibowt and torrtomg \\ I tun. tru. ind correct phoiorracnic root oi m* onjm*i reco'd no* in my nwtu< cusio^r inj poum<on. liicc cn the aa itamoed mireon end as in* i*m i$ receded in in* <conj*f'i Facoroi in my oM tn-j preurved on nucolaim, nc bimni number i itampad l*j*on, I Hereby certify oo FEB 2 2 1973 R. . TURRENTtNE, JR,, COUNTY CLERK HARRIS COUNTY. TEXAS TRACTS . EASEMENT CELANESE TO PHILLIPS (A) 0.0614 AC., (B) 0.2139 AC. 8/18/64 5628/358 D.R. ON DWG. NO. C-ALL-5406-E C*puty 015746  ccuim SURVEY ACREAGE Harris Arthur KcCcrrick, A-46 7.72 acres /ill that certain tract or parcel of land in the Arthur KcCormicx Survey, A-46, Karris County, Texas, containing 7.72 acres and being a portion of the 113.63 acres conveyed 'ey Phillips Petroleum Company :o Ce.lar.ese Corporation of America in deed dated April 5, 1956 and recorded in Volume 3133> page 361 of the Seed Records of Karris County and being m'ra particularly described (with bearings referred to Texas Co-ord nate System. South Central Zone) by metes and bounds as follows: BEGINNING at a Texas Highway Department concrete monument at the intersection of the east right-of-way line of State Highway No. 134 with the south right-of-way line of Killer Cut-off Road; THENCE, North 87 2?' East, with the south right-of-way line of Killer Cut-off Road, a distance of 2,908.5 feet to a point; THPIJCE, South 33 02' East, a distance of 19*4 feet to a point; THENCE. Couth 65 46' East, a distance of 4.6 feet to a point ir. the cor.r.on line of said 113.63 acre tract, and the International land Resources, Inc. tract; TliENCS,South 20 56' Nest, with said common line, a distance cf 136.5 feet to a point: THENCE, North 79 09' West, a distance of 133.1 feet to a point; THENCE, South 87 29' West, a distance of 2,738.0 feet to a point in the east righo-of-way line of State Highway No. 134; THENCE, North 02 28' V.'est, with said line a distance of lip.O feet to the piece of beginning, and containing 7.72 acres. "PROPOSED EASEMENT" CELANESE TO TRINITY WATER CCNV. SYS. 7,72 AC 10/25/71 TRACT N0.@0N DWG, NO, C-ALL-5406-E COMPILED ri ______ V,'. D, E-nos f'UT/'V'n r\ . .. ..1. _ . D ATI] APPRCVED BY liro1., yf 015747 tO.'w' 4::? 5: No. CC T0 THE STATE OF........ `KMJJKi xfcn-Jct KNOW ALL MEN BY THESE PRESENTS `N County ol...................... Harris.. Thit for a ad in comidemlon of.. .Tire*.Eunircd.Thret .and Jt/lCO.fa,>nm(nmn. (S 3LQ3.CQ_____ ) Dollar! to the undersigned (herein etyled Grantor, whether one or more), paid, the receipt of r.-hieh ia hereby acknnwledjed, the aaid Grantor doea hereby Grant and Convey unto UNITED GAS PIPE LINE COMPANY (herein ilylcd Grantee), in auccciiora and ;isi(ns, a right ol way and easement to conltruct, maintain, operate, repair, replace, change the iie of and Temove pipe linci and appurtenancei thereto, and to conltruct, maintain, operate, repair, replace and remove, in connection with the conduct of in buiineaa, telegraph, telephone, power linei, electrical protection nniti and appurtenancei thereto, including the necesiary poica, guy wiret, anchors and ground bedi, over aod through Tfiboahx the following deicribed landa aituated in.............Har.Eio.........-....County, State of------ Texia..........................town: 303.5S2 Acres of the Arthur IfcCormlck Sur., 6-46, Harris County, Texas. CEHTEHIIJS DSSCRIFTIC!!: Beginning at a point in a fence marking the apparent physical East right of ray lira of Battleground Road,(Texas State Hichvray 134), likewise the Uest property line of aaid tract, said point being further defined as lying 615' measured in a northerly direction along said fence from the apparent physical Southwest corner of raid tract; (Thence North 42 04' East a distance of 1962.3' to a point in the South right of r.ay line of County Road #1560; Thence continuing 42 04' ^aat crossing County Road #1560 at 2042* re-entsr property of Tub. T. Andrews et al, and continuing on said course a total distance of 2317.4' to a point; Thence North 45 25' East a distance of 277016' to a point in the apparent physical North property line of said 303.582 acre tract. Fur construction purposes the right of way herein granted chall be 50' in width; after construction the right of way shall revert to a width of 30' The said }03 .?S2 acre tract Is fmote fully described in deed _from.TT...^...,Hpwar^_ et. ,1.-------------------------------------- -------- ---------- _....................... to............ 7&. .T..Andrews, ct.al ..................................... recorded in Volume......................Page...................... Deed Records of said County, to which reference is here made for further description. u - TO HAVE AND TO HOLD unto Grantee, its successors and assigns, so long as the rights and easements herein granted, or any of them, shall be uiei by, or useful to. Grantee for the purposes herein granted, with ingress to and egress from the premises, for the purposes of constructing, inspecting, repairing, maintaining, and replacing the property of Grantee herein described, and the removal of same at will, in whole or in part. The said Grantor is to fully use and enjoy the said premises, except for the purposes herein granted to the said Grantee and provided the uid Grants.* shall not construct or maintain nor permit to be constructed or maintained iay house, structures or obstructions, on o; over, or that will interfere with the maintenance or operation of, any pipe line or appurtenances constructed hereunder, and will not change the grade over such pipe line. Grantee hereby agrees to bury all pipes and electrical protection ground beds to a sufficient depth so as not to interfere with cultivation of soil, and to pay any damages which may arise to growing crops, fences or timber from the construction, maintenance and operaUoo of said pipe, telegraph, telephone, sower lines and electrical protection units; said damages, if not mutually agreed upon, to be ascertained and determined by three disinterested persons, one thereof to be appointed by the said Grantor, one by the said Grantee, and the third by the two so appointed as aforesaid, and the written award of such three persons shall be final and conclusive. Should mere than one pipe line be hid under this grant at any time, the sum of :9PM Pcr lineal rod for each additional line shall be paid, besides the damages above provided for. ,00 It is hereby understood that the ;.rty securing this grant in behalf of Grantee is without authority to make any covenant or agreement not herein expressed. WITNESS the execution hcrerf on this the. Signed and delivered in the presence of the undersigned witnesses: ............... A. D ,5vTT7 OT.//V. ,S^L/.-- J| :'.L; T./aJ-.X-C ' J* "H /<* 7 CERTIFIED COPY CERTIFICATE STATE OF TEXAS COUNTY OF HARRtS The tore(ol is true end correct ohotofraohic eooy of the originel record, now m my lawful custody end NiMiiion, tiled or* the dete stamped thereon and recorded in the Record, Volume end Pace es stamped thereon. I hereOy certify on FEB 2:: 1973 v:. ' s . OJ^-r.*. cf * a. 1 ,i n_ Harriot Louise inCr... (SEE PAGE .2) J / >N _iW . aaj? V v JXi 3 rs: r_ r. ^ g &<*- /fZ * 015748 dsi. the state of f ' ^A *.*" ---------- ^;, ' J./- aad^Jar la^d'Co'ioritf i^d ee li'i penoaajly *pp*Jry^QK^l $ut*,ea .Swhoie narrew^^ - inherited to the /ore-oiaf inetruawnc, nd eckeowWdead iawA.t uwtti^ ,;: ?fnoi <3 3lor the pvl?*t ed eoniidemiofi therein eiymted. G*t # -er tny hind and *cal of olSee oo thi th^_ 23L _d*r f- ft* r::^-(SEAL) SC* \'\i :t* '' J/\/ 0***z*j-" / 3^. Filed for Record^ &^f.~zs',/ fs-/ - at tf.'po o1 clock 4l.H Recorded, C , /9s~/_______ . at // t*/ V. D.^tlLLER, Clerk County Court, Karris County, Texas. o'clock ,M- BY _Deputy EASEMENT W.T. ANDREWS ET AL TO UNITED GAS PIPELINE CO. 30' WIDE, 9/28/51 2350/295 D.R. TRACT NO,@ ON DWG. NO. C-ALL-5406-E CERTIFIED COPY CERTIFICATE STATE OF TEXAS COUNTY OF HARRIS The lortom te (rut and correct phototrectoic eooy o4 the orit.4l record. now to my lawful cuatody and rotietiion, lilad on the data alamoed thereon and recoroad m tha Record Volume and Pad* aa atampad marten, I noreoy certify on ` FEB 2: 1973 R E. TURRENTlNE, JR, COUNTY CLERK 015749 T IC I 6T0 Om. k K STATE or TEXAS KNOW AU. MEN BY THESE PRIESTS County of ._____ TV at for and in renatderatioan of JllJ?OO0 (f L'K. "Sc / c. ) Pol lam to t he undent ?ned Ihtmn (tried urantor. / s ., %> .mr). paul. the . ceipl of hu h t* herein arkn> i { the ut Grantnr Rum hereby Grant and Convey onto Traa* ha*!*. T r* nr.i<ui. Corporation i r> r <j Ort r.ee). il* urreMon aud a* .,-n. a rifhi if mgr giul v*wi-. to romirurt. niemta.n and orer. -e lin<i:and appurtrhinrea thereto. *l'd l runMruol. .. operate, iu c<nne<.unn .:$ t.>e t -it of jLi bume. teirfTaph, telephone and p.*er lm.- and a";' tcnanrr* thereto, including the necrutry pole*, f\y lr* and anchor*. over and Ihmurh the folio* mg . acnbed land* iiluawd m_ County. State of Teiev i 1U1 acrea aera or laa la the George Roe* Surrey, Abatraet and Arthur HcCoralck Surrey, Abitract Bo- , ore fully described la deed frea BouatcoSblp Charnel Ivoroeeaeat CoapCAy by Pr., fr end Director, Coat* Cargill, Jno. 3. Radford Walter I- Valne, V W. Riel, 6- P. Pariah, TTuateea aad Director* to J B. Bine, Ella N Andrew, Harriett Louie* Andrew, Hotel E. Anirew, Mb. T. Andrew, Belle A. Crapo, Florence A. fUckosbaleer, V ward, Recorded 1a ToltM 9*5, Paf* 210 J. Dwd Krmrd* f mmI Count). In vhieh reference ia here made fer fen her dmmptwe. TO HAVE AM) to HOI.D vnta Grantee. Ha ucrennori end iwma. a* tone m He rirlM* aad eaae* ( hrrnn rranfoi. nr anr f them. *hafl be aeed b er earful le. Grenier for (be yirpart bem-ai #rmvd tth meir-- |.. and cyrr** from the premier*. f<>r the purpo*e* ef roArtrerling. wupm-tm*. refamne. numUiiKi'i, and rrpia, m( the property ef Grantee herein dnrnbod. and the removal 1 name at wall, ui huiv or hi part. Thr <af Oranfor '* to fufly uae and eninv the aid promt*** osrept for the pane-- a herein fronted le the ai.l Ouiilre ami prm ulrd the aaul Grantor ahall not rumHrwi nor permit i*> Ur ronirvrtr<l anv huw ,lru t urm nr nbalructinfm un of over, or that ill interfere it I* the maintenance nr prrlun nf. any pipe low- or appurtrnnrr ron.tructd hereunder. am/ oil) not change the grade wire m-h pipe line. (.rami', h.<!> agree* tn Uurv all fipe* to a auffirienl ilepth *e a* not to interfere nitb rultiiatoin nf wwl. an<i <> p.i* am 'Um.ijrr* huh miv ane in (rr.* in* rr.,p nr Iran* from the r.iiKrwiHm m^inieiiam-e and oper.if ( of aol pipe trlr^rai'h. tr 1,'phnnr anti pin* it linr . uul daniae*'* if n>>< n-uluailx agreed upon to l,, avrrijinnl amt ililernwru-d h\ three oi'inlere*tnl prruna. one thrreof is * a|<|Hoote>i l,\ the vaid OV. nirtf, onr />. rhr ,/) t / ra ft.'i-n. an.l i hr I hint br the ln %u - *.... I a .tfore - .. I. < i ri'i.-n^ a* a r.i (' - , p. r.-e, b- f,. H an' l c,.w lium-/. ' T` r` Ad___________ .wmcu it >* Hereto umlrraiLOMl that the party aecurmp thia frani behalf ef CranUe a eilheut authority te make mj cwwnant or ayrvement not harem ekprcaed ^ _____ da, af--'7,1'd A. D. WITNESSES: jl l /.'C.. ,fr i-A,U . 7LJA. J2. ,/W^- I i Cr^TlfiEO COPV CCTTinCATE STATE OF TEXAS COUNTY Of HARR/S The forenomf *\ t true pnd correct ohotottraohlc coe>y gtf tli# O'lfiha* record, rtcm 10 my lewfut cust'VOy and pciaeiion, filed on the date ttampod tt>roon and recorded in the Kecort^ Volume end Pege * aumrod iftoeon, (ftrcev cartify on FEtJ:>'.VJ73 R C TU*PCV7IW. jr COUNTY CIERk "* HAR^ Ccu,,^ }UAi EASEMENT W.T. ANDREWS TO TEXA.S EASTERN TRANS. CORP, (NO WIDTH) 8/31/49 1985/249 D.R. TRACT HO. (I!) ON DWG. NO. C-ALL-5406-E . ZSZCLSt, / 9 J* i,., o /. 9 015750 Ai ** f`.\ state of Xiv yurk. 'CDMfjirf On this- 3 f - . daj of * in the year One thousand haodred and . , Before me, the aubeeribcr, pereooajly appeared u . ****-4f. _ -fi&kMjf' Z^u***. udAj**^+<a**f4- * . .. ^ - to me personally known to be the tame prmoea. described in and wbo executed the foregoing fajn^tmawoL, and *7'adtnowlpfcfcd to me. that executed .be tame. . _li- //jf MR>e(0(H,i.*K iS'm*-<"-' * v tmm--* * --M Cfan 1 JTATt Of KETT YORK. COUNTY Of ONONDAGA. . : SNUWIXJN WITH 111. C--T CTrt Cl.,I .1 I*. tr ! wet DO HWUY CEATIfY thau V ,,f Rttd ka*io* . > MlbCnbcJ ! lh JfpMlMwt. <*" l> aHtt *wrh ihi9uKl>i rypwiMmrn* rv.I i<ua S.r Putlif hf J ttt mil ffn ifi>triiiwM> ! ih! k *w*|rpk fa*it. Siv* t* Slfil ' ...I I.. ih* lw ol ih V*it < Sr >- ; office, tktl it >u<k 1 i-d- mift'tier *a(ki anJ . i,h,rd <Utholrrt*mr t of <rrd_. rr.c.Kf laA.li. (#' m-J htrdii<n ' ** * h"*r < "* iJtnrc if, irecdtd iak and 1 afi'-davitt and drpwtioont. and ** kf compattd tbc iignaitirr n ilf ...i *....* ">........ 1 Ktynatand ant alfc*J nj nAcial kiI lk* J> EASEMENT W.T, ANDREWS TO TEXAS EASTERN TRANS, CORP. (NO WIDTH) 8/31/49 1985/249 D.R. TRACT NO. ON DWG, NO, C-ALL-540&-E L cs^Tineo eerr ctRTincATe STATE OP TEXAS COUNTY OP HARRIS The tofcaoin? it e true too correct photxaohic coo? of ti>< orlfinfll record, now to my fw<ui custody and possession, tiled 00 the date stamped thereon end recordad tn the Record, Volume end Page at stamped thereon, i hereoy certify on FEB ^ J'. 1373 n. C. TURREHTINE. m COUNTY CLERK HARRIS CpUNTY, TEXAS //// . . Deputy / _____ _ficcraa 1 ' - c it 2r & 015751 Cet7 o /3L. - --.....| OfOnthie mot 1UX bnadrcd oawvji^* aajwd4-w I (bjj t ____ d.f of ' ---------antheytprOOtdc thoasoad before aw, tix rsb. ecnber, penooxllj ippexxtd I . pf A to ns? ptrtootDy known to bt the ease pereo* dcaeribcd in and who executed the forepoirj inetm'nrnt, *od Obc.ackooirkdftd to me tihbat boe eoxekcuwted the tew~. ( `v . `A "*/A `* *'. ' ^ V\" /- ! * 5 --- I^OUMia a IUUJV4M 4*T**".*M*i t*o UtMT*rt%,u --.--^c*. cv*m* m*non. m \rr or mw souk | ri>t \r\ or kichmosd > * L OUHUI r. tAUJtTCH. CMr cw* and rw of tb* c>i A H^r. a.*.*.1"* *Tt !uw *. *--*. oDoO HJjTT..rr..nMt crTrJpITfxIKvTyy1J-.-I r. 4583 ----- --------f to tMtollM In tlto totWtM MIK. WltHf af IcklWVMlMnl If print Ml (he mrwrmitt. PAP !S* llirv ^ijkls* the hiw a NOTARY J't'HUIC la and ff (Ac fat* mt N*cr Yard. duly x^wn-H 4.V1 w,a and jitiaJafled to act aa aw<i iltrtMKtoul (h Slate ef Nrw Tarfc. that pwrauaM in v a caxunmatoa. or a wtirtcaia pi Ala aevtoaimrAi an<1 ttxltecaUuaa. and hi* auluCfaah airnatafc. har *i ftJed m a? eTVr; UlM A* aucto Notary PuMm- a* *w Jul> authartttd by tM lava *1 (he Slain el N> T.^ Itp adscmiitrr ppthp aad aArmattuaa. la nw>t and trruir tAc arAnj#daiuaiii pr prpni nt da-^Ia , *fp. piwr-t al t'.ttfm*)- and prtrr crui^n l*'runt- nil t.ir land* Untnvwl* and tofrdllamnul* !> i-- read m n idctm pr rpr^r^ri la 'Hia Sui* ie prpttti nar. a4 a (aka and rertif: , aiTkdaotn and . iiimu and LAal 1 an tr*d araaamied crifA tAa itandwriiin* .if luth Aiular) ^ubix orMiufc im anf^srd WRimfii vi(A Mi auiuCfapfi *i(dalure dcpuclcd i i mr aflke. and lif t (he d|Wt to *;fnBiaa. u vrrNtaa 'iKrmtr. i i i Iwacwnw act my hand and aAied mjr edv lal r-p > V \ sTincD copv ce*TncATe *U OF TEXAS /L' N TY OF HARRIS The foreco<nf it (me end correct ohoiogreomc copy of origin*) record, now m my i*wfu< custody #no c>oeiMorv, d on the dete stemped thereon end reeordsd in in Record, umi end P*e ee itemped chereen, i hereby certify prt FEB id i*. 1373 ft. t. TURR6NTINE, COUNTY CLERK HARRIS COUNTY, TEJUS Oeouty EASEMENT W.T. ANDREWS TO TEXAS EASTERN TRANS, CORP. (NO WIDTH) 8/31/49 1985/249 D.R. TRACT NO. (13)ON DWG. NO. C-ALL-5A06-E fee. ?/ 015752 fctsrtnto co*r comware STATE OF TEXAS COUNTY OF HARRIS Thtori$sm(itrMf . 0* ortfJnal mand. *** r>f Unrtvi cvstcdy %*< uny.T^ h'*4 eti tf# <ii.'.* r-f 'i-*C tv.e-wcji *4 wvr4 tn * iNw FEB a;: 1973 <L E. TURHCJlUxt. JR_ COUNTY CUXK HA*Q CGU7.TY, TEXAS )/. EASEMENT W.T. ANDREWS TO TEXAS EASTERN TRANS, CORP. (NO WIDTH) 8/31/49 1985/249 D.R, TRACT N0,@0N DWG. NO. C-ALL-5406-E 015753 I 1I f SUL .f 51., y,,fc. County of . \ (M. I,,r . On tin sine hundred and of io the jear One thousand , , before me. the mbacriber, pereoaally appeared -- ---------- .6/.. .e^at*'i._2<^t' to me personally known to be tbe same penonS described is and who executed the foregoing }n?ubS&o\t- d.niSYhtjf /J acknowledged to me tbatThe^ execated the same. t /. - <h*r* ** m (w a mot t \ * If n 1 0Ma * C*. M*. M IIM*QQ . \ ; '* "aGlMMUltNMaiUl / W N t Slate of View Vork. Coontv ofCL irt T) w'*WVj of 0 \ *' On th< day of 7 . in the rear One thousand f nine hundred and rTd'V^^ , before me. the ul'scriticr, personally appeared L' ^7 ? f /f-/t-- /N/^t-LA^ JXj*sC^ / } yp^kt^c<e. /'/vcv,. , Jf:sAs*A~&i, pei-Mnnullv known to lie the same peron8 descrilieil in and who execated the foregoing } ititrutm*nt nml rhr/ acknowledged to me that They exet^l &'*t same. V. r*-. . -V- -'' :Wr f I 1 CERTIFIED COPY CERTIFICATE STATt OF 7CXAS COUNTY OF HARRIS The toregoio* h s trus end correct photofraohlc eooy e4 the orlfinsl recoro. now in my lawful Custody ana aoiseet'orv hied on the date stemsad thereon end recorded in the Record Voiuma and Ps*a es ttsmoea tneraan, \ harthy certify an FEB 2:'. 1373 ft. t TURPENTINE. JR.. COUNTY CLERK HARRIS COUNTY. TEJUl Beauty I EASEMENT -- W.T. ANDREWS TO TEXAS EASTERN TRANS. CORP, (NO WIDTH) 8/31/49 1985/249 D.R. TRACT NO. (D)ON DWG. NO, C-ALL-5406-E /ft? n c 015754 ItATI or TULA* oocxtt or l*rrl* Olitt;ir> MOW ALL HIM IT Ttm ftMUam. Tto. ta Q(b\ ttteirto Twat? tto 00/100 - -<* 620.40 )0OUAUU*rp*N q)Uii f, Wrmi Harriett !! ti4nn *to lull L U6m, ail il*|U yuiwi if Cmmift luU f If* Iu UU lut tafuf H. (gmwui l* lart , 4 iM HfM vw al te* atote U MM U U* UtMT Mntttt lw. i-^4, ia4 WU( tli iui lu4 UurlM la ito* firUUa 4m4, lU4 Jm* Uto, 1990 ato faaaHW U T*l 2124, pft 66) if Ui &M4 iwl f lurli Swat/* taaw, to AIM 4#t4 ami M mart ttimf nfuau 1* laril^ mi* Tv *11 W*MI kli ri -t *-' -U Till art Haul 20 fM U m2 Atoll to lualii * U# larv. . tr*#i if Uto ikn ImvLM I togtoUc m ito tea^Mritorl/ Ha# f aill tr*b.. . ui**te4 If a r*4 Uh m iM flat ittuM Mrwin, u4/iil*V nfiresci ta toratf U imii| lima U a MttaaiWlf to * fUi vter# it rill latoraaat ito lirtk Lite #f to# Allar Out Off feto m to# mt <i#torlr Li## f ml!4 909.962 tin imi toll rUftt-af'wy kla| * nirip f Uto 20 fa#t 14# Tito to* Um toil a#to* iB r4 m #a!4 pUt a* ito MaUr. TW CteiM hnn m* * ifinuri ate unit itefl te te n#di > 4* te#i ter * iwi'H to te mnii | m rkit tea* cvmi*A *tte** riM n** *f item* te n#*' <4 nr *< teter. ate Ida toM ! him ate * w tM Irwa I tea* nit*, ate to te ntete atf MM *to T*. ti ml# 4 I MwlMte f iw #* teter a*--to- teds htH t * m Gum i l to . m# at te OnMMr a TO HAVE AND TO HOLD to to* --> aaaa to to to 11 * < to ant to ate Guaaaa, to a j UM mi T| am* to Cawa* te to teate* tol to htea# a teftatei *m# m aa aa Uwrtte wfc te aaftmii f Hi te a to n| d u. laWato nte a< * #a# to totoutolato# tomtoto# te ar --aru* to *fte tor*#, matof If ^**tor# #r uai cm atoll '.wiw u Utowtor * ito totoil krto g*gtf4tofr toil mi ito rigi V* Imr uTTUm, < a# Mt i# Istorfar# AU 4to touii| tf nil uuJrOx. I it u miuitmi ito a#fte tot to fra# ten* to ft#* 4 to to ate to# to ten --teaiatei tot to hiiUiwm >fima> in Mate hi to to totemte to Mtew te to amtea# hmil If uli mwini la atoilan#4 far r*ri#4 #f a# ma* u Urn (>) mn, ite UUi la * rmri to ito toaim TSa fraa wy lUla *f to# kuiai. wtrwm-- ftw toll to . to -* --- -- - wyi <i/Qt\^kd i to. EASEMENT W.T. ANDREWS TO GULF OIL CORF, 20' WIDE Ri0.W,, 8/20/51, 2323/119 D.R.. TRACT N0,@0N DWG, NO. C-ALL-5A06-E cr^nrifo corv certificate STATE of TEXAS COUNTY OF HARRIS h. JlmilTitT* L` * "* COrr,a ,"< coo. Of Volumo ana m* *"" * n m,r ,*w1ul Cu*to<*Y and pouauon. *"<1 '*corata In tno Htco.0. >"< tna.aon, i n.r.c, cnily on FEB 2 1273 * C- TU44CNTINE. JR, COunrrcuitK zmi 4c osedsu- C*#Pufyi 7 ^L<i4 t, J/f 015755 ITATt Of \__ IZ1 Mm Wtfc , ladee COCVTYOF Car-Ue tlUu T. AeciwM, lurlftt kMl I. ninn, ejl Hi(i fmmmm unit Mti mm wOt * pm* I, | | , i in. tmt i itoMfcSfil imW mmwiS te mm tv * |W i C1VCN m+i WaS mi mi * mlfn. *m * ` Say * "'.t mi**** * ^yTV/L H T U _ C k * . ` 5JJ '-u-waw W0TA1Y PUUIIUUCC jiw tfaer COUNTY. BBBB tTATf COl'VTY OF ' * I itrotc irr. (w , A D, lt^ I J EASEMENT W.T. ANDREWS TO GULF OIL CORP. 20' WIDE R.O.H., 8/20/51/ 2323/119 D.R. TRACT NO .ON DWG. NO. C-ALL-5406-E CERTIFIED CO^V CERTIFICATE STATE Of TEXAS COUNTY OF HARRIS Th foregoing n | true end correct photograoMc copy * th* original record, now m my liwtgi custody end possession. Mod on the otto stomped thereon end recorded m the Record, Volume end Page es stamped moreen, l hereoy certify on FB2 : 1973 015756 No. CC 273043 L ...... .......................................a -- FQ$SSs.CO y - ,70- ;V-l-'7 mu 5^ =7 e LS E r; zs. THE STATE OF TEXAS ) + CO'JKTY OF HARRIS j KNOW ALL HEN BY THESE PRESENTS ^ ^ / T /( \S/(D;/~ & ' ^ THAT, Texas and 'New Orleans Railroad.Company, a ccrporatlcn organized and existing wiser and ty virtue of the laws, of the State of Texas, domiciled In Houston, Harris County, Texas, hereinafter _ed "Grantor", for and ir. consideration of the sur. of Twenty-five < and 00/100 dollars ($25.CL J, and other valuable conslceraticns, to It in hand paid, the receipt and sufficiency of which is hereby ackncwledg- ed, does hereby grant unto Harris County Houston Ship Channel Navlga- ticn District. its successors and assigns, an ease.tent and right of way for the construction, installation, operation, oaintenance, repair, re construction and removal of railroad tracks and appurtenances thereto ever, upon, along, through and across these certain pieces, parcels cr tracts of land, hereinafter particularly described, and being a part of the following parcels cf land: (a) a 31.^ acre tract ef land in the Arthur HeCor.nlcz Survey, Abstract No. in Harris County, Texts, described in a deed dateo April 26, lot2, fre.t Waldine Hir.e to H utton Lighting L- Fewer Cottar.;:, ana recordei in Solute 2wbC, Page d--, of the Deed Records of Harris County, Texas; (b) a 3.^1 acre tract cf land dn said .''.cCor.aick Durvey, iescriced In deed dated .-.arch 10, 1952, fron Belle A. Crape, et al, to the Houston Lighting 1 Power Co.tpany, recorded in Volute 2^19, Page J2-, cf salt Deed Records; (c) a 22-fcot wide ease.tent in said HcCcrnick Eurvey (located north of and adjacent to said 3.5U1 acre tract), granted tc the Houston Lighting i: Fower Co.tpany Cctccer 9, 192;, by C. E. Hine, et al, and recorded in Volute =72, Fage =11, cf the Deed Records cf said County; and (d) a certain lb.lao acre tract conveyed to Houston Lighting S: Power Co.tpany by deed recorded in Volute 2i-2, Fage 1^5, of the Deed Records cf Harris County, Texas. Said pieces, parcels cr tracts cf land ever, upon, along, through and across which said ease.tent is granted are particularly Described as fellows: EASEMENT ! T. & N.0. RR TO NAVIGATION DISTRICT ' 5/2/50 3691/611, 3691/615 D.R. TRACT NO. (15)(A TRACTS ) ON DWG. NO. C-ALL-5A07-E i< TRACT NO. 1 ? <-S ESG7KNING at an Iron pipe set In the north line of a certain 22 foot easement granted to the Houston Lighting Sc Power Company by J. W, Hlne, et al, by ease ment dated October 9# 1925# and recorded in Volume 574, Page 511, of the Deed Records of Harris County, Texas, and being also the northwest comer of said Grantor's 31.058 acre tract;. THENCE South 20* 55' 50" West 23.97 feet to a 3/4" Iron rod set In the south line of said easement and being the Northeast corner of a certain 3.54 acre tract of land out of the Arthur McCormick Survey, Harris County,Texas, deeded to the Houston Lighting & Power Company by Belle A. Crapo, et al, and recorded In Volume 2419, Page 524, of the Deed Records of Karris County, Texas; THENCE with South line of said 22 foot easement and North line of said 3.54 acre tract. South 87" 32' 40" West 82.6 feet to a point for corner; THENCE following a curve to the left in a Northwesterly direction, whose radius is 421,9 feet, 130.6 feet to a point in the North line of the aforementioned 22 foot easement; THENCE with North line of said easement North 87* 32' 40" East 226.12 feet to the place of ESGIMCING. TRACT NO. 2 BEGINNING at a 3/4" Iron rod set at the Northeast comer of a certain 3.54 acre tract of land out of the A-rthur McCormick Survey, Harris County, Texas, deeded to the Houston Lighting & Fower Company by Belle A. Crapo, et al, and recorded In Volume 2419, Page 524, of the Deed Records of Harris County, Texas; THENCE with East line cf said 3.54 acre tract South 20* 55' 50" West 29.3o feet to a point for corner; THENCE North 71* 14' 10" West 58.09 feet to a point for curve; THENCE following a curve to the left In a Northwesterly direction whose radius is 421.9 feet, 18.09 feet to a point In the Ncrth line cf the aforementioned 3.54 acre tract of land; THENCE with North line of said tract North 87* 32' 40" East 82.6 feet to the place of BEGINNING. TRACT NO. 3 EEGINNING at a 3/4" Iron rod set for the Northwest comer of the Houston Lighting Sc Power Company's 31.CJE acre tract as recorded In Vclumie 2440, Page 455, of the Deed Records of Harris County, Texas, said point also being the Northeast cor ner cf a certain 22 foot easement granted to the Houston Lighting cc Fower Company by J. W. Hlne, et al, and recorded in Volum.e 572, Page 511, of said Deed Records; -2- EASEMENT S N.O RR TO NAVIGATION DISTRICT 5/2/5A 3691/611. 3691/615 D.R. TRACT NO. (A TRACTS) ON DWG. . NO. C ALL-OT-E l 015758 I THENCE with North line of said 31.058 acre tract North 87* 32' 40" East 131.8 feet to a point for corner; THENCE South 53* 17' 20" East 210.28 feet to a point for corner; THENCE South 57* 09' 10" East 40.6 feet to a point for curve; THENCE following a curve to the left In a Southeasterly direction, whose radius Is 490.67 feet, 301.81 feet to a point in the South line of the aforementioned 31*058 acre tract,said point also being In the North line of a certain 149.85 acre tract conveyed to K. L. Muse, Trustee, and recorded In Volu--. 2717. Page 513, of said Deed Records; THENCE with South line of said 31.058 acre tract and North line of said H. L. Kuse Tract, South 87* 32' 40" West 249.37 feet to a point for corner; THENCE following a curve to the right In a Northwesterly direction, whose radius Is 530.67 feet, 65.83 feet to a point of tangent; THENCE North 57* 09' 10" West 49.4 feet to a point of curve; .. . THENCE following a curve to the left In a Ncrthweste-ly direction, whose radius Is 637.28 feet, 156.48 feet to a point of tangent; THENCE North 71* 14 10" West 142.56 feet to a point in the West line of the aforementioned 31.058 acre tract; THENCE with said Vest line North 20* 55` 50" East 53.23 feet to the place of BEJ1NNING. TRACT NO. 4 EE3INNING at a point in the West line of a certain 31.056 acre tract as recorded in Volume 2440, Page 455, of the Deed Records cf Harris County, Texas, said point being 126.36 feet South 20" 55' 50" West from the Northwest corner of said 31.058 acre tract; THENCE North 87* 32' 40" East 132.6 feet to a point for curve; THENCE following a curve to the right in an Easterly di rection, whose radius Is 452.18 feet, 85.15 feet to a point in the Southwest line of the previously described Tract No.3; THENCE- with said line following a curve to the right in a Southeasterly direction, whose radius is 637.28 feet, 83.79 feet to a point for comer; THENCE following a curve to the left in a Westerly direction, whose radius Is 431.18 feet, 160.0 feet to a point of tangent; THENCE South 87* 32' 40" West 141.68 feet to a point In the West line of the aforementioned 31.656 acre tract; t3-. EASEMENT T. S N.O. RR TO NAVIGATION DISTRICT 5/2/54 3691/611, 3691/615 D.R. TRACT NO. @ (4 TRACTS) ON DWG. NO. C-ALL-5A07-E 015759 22.63 feci to cold Vest line North 22*33' f \ East _> place of BEGINNING. j '7/'" / / TRACT NO. 5 ^ ^' ' BEGINNING with a point In the West line of a certain 1^.156 acre tract of the Houston Lighting fc Power Company, es recorded in Volume 2ob5, Rsre 1^5, of the feet records of Karri: County, Texas, said point also being In the East line of that certain tract or parcel of land conveyed to R. E. Smith and recorded In Volume 3^67, Page 121, of said Deed Records, said point being South 329'10" East 257.7 feet from the northeast corner of said R. E. Smith tract and the Northwest corner of said Houston Lighting & Power Company's tract; Thence following a curve to the right In a Southeasterly direction whose radius Is R99.28 feet, to8.b feet to a point in the west, right of way line of the Texas it New C'-loans Railroad's Sam Eertrcn spur; THENCE with said railroad right of way line following a curve to the left In a Southwesterly direction whose radius is 593.6s feet, lob.5 feet to a point In the west line of said Houston Lighting & rower Company tract and East line of said R. E. Smith tract; THENCE following said common line North 3*23'10n Vest 226.5 feet to the place of EE31UNING. Together with all Improvements situated upon sale Tracts 1, 2, 3, b, and 5. The easement and right of way herein granted over, upon and along the tracts of land above described is subject to the reservations, covenants, conditions and stipulations recited In that certain deed dated February 5th, 1957, from Houston Lighting Ic Power Company to Texas and New Orleans Railroad Company to which reference Is made herein for all purposes. IN WITNESS WHEREOF, this Instrument has been executed this Jo day.'-pf- r.ufc m.' ATTTTEESSTT: m. --bf-r' _ 1k Naeqb-etary , 1958. TEXAS AND NEW AD COMPANY, BY / -O Executive vic rresicer.t THE "STATE' C? TEXAS ) .......... + BEFORE KE, the undersigned, CC'JNTY C? HARRIS ) a l.'otary Public, .within and for Harris County, Texas, cn this day per sonally appeared-- 3, SETTS E>gcur,vg .Vice Rresicer.t cf the Terns and New Orleans Railrsaa Company, mown to me to be the person whc.se.: is subscribed tc t.oe foregclng instrument, and ackncwlesced. to re.' thit ' r.e executed the sar.e for the purposes and consideration therein expresses . "'o ar.S in the capacity therein stated, and as the act and ceei cfTthe Tea and New Orleans Railroad Company. ' ;-v~ , Diver, unoer my hand and seal of office this 3e day A.D.1955. lx ---------- =------- = S' ry rublic, Filed for record Nay 1, 1959__________ , at o'clock Recorded Hay 2, 1959at o'clock R. E. TURRENTINZ, JR. , Clerk County Court, Harris County, Texas. By. Pin /.,___________Deputy . EASEMENT t. * N.n rr to mmiiou-mmo5/2/54 3691/611, 3691/615 D.R. TRACT NO. @ (A TRACTS) ON DWG. NO. C-ALL-5A07-E M. M. 015760 The Chairman recommended that the Executive Vice President or the Vice President be authorized to execute an instrument reciting a consideration of Twenty Five and No/100 Dollars ($25.00) and other valuable considerations, and granting to Harris County Houston L Channel Na-igatlon District, its successors and assigns, an easement and right of way for the construction, installation, operation, main tenance, repair, reconstruction and removal of railroad tracks and appurten? -.ces thereto over, upon, along, through and across those certain p .eces, parcels or tracts of land, hereinafter particularly described and being a part of the following parcels of land: (a) a 31.^>58 acre tract of land in the Arthur MeConnlck Survey, Abstract No. 46, in Harris County, Texas, described in a deed dated April 28, 1952, from J. Valdine Hlne to Houston Lighting k Power Company, and recorded in Volume 2440, Page 455, of the Deed Records of Harris County, Texas; (b) a 3.541 acre tract of land in said I McCormick Survey, described in deed dated March 10, 1952, from Belle ( A. Crapo, et al, to the Houston Lighting k Power Company, recorded in Volume 2419, Page 524, of said Deed Records; (c) a 22-foot wide I easement in said McCormick Survey (located north of and adjacent to said 3,541 acre tract), granted to the Houston Lighting 4 Power Company October 9, 1925, by J. B. Hine, et al, and recorded in Volume 572, Page 511, of the Deed Records of said County; and (d) a certain 14.156 acre tract conveyed to Houston Lighting & Power Company by deed rec rded in Volume 2643, Page 145, of the Deed Records of Harris County, Texas. Said pieces, parcelB or tracts of land over, upon, along, through and across which said easement is granted are par ticularly described as follows: TRACT Ko. 1 BEGINNING at an iron pipe set in the north line of a certain 22 foot easement granted to the Houston Lighting k Power Company by J. W. Hire, et al, by ease- __ r.ent dated October 9, 1925, and recorded in Volume 574,'" Page 511, of the Deed Records of Harris County, Texas, End being also the northwest corner of Baid Grantor's 31.058 ecre tract; : EASEMENT T. & N.O, RR TO NAVIGATION DISTRICT 5/2/5A 3691/611, 3691/615 D.R, 015761 . 3 & 7/-- 6/2- THr:^ south 20* 55' 50" Vest 23.97 feet to' a 3/4" iron red' set in the south line of said easement and being the Northeast corner of a certain 3.54 acre tract of land out of the Arthur KcCormie!: Survey, Karris County, Texas, deeded to the Houston Lighting b Power Cert any by Belle A. Crapo, et cl, ar.i recorded in Volute 2415, 524, of the Deed Records of Karris Country, Texas; THENCE with South line of said 22 foot easement and North line of said 3.54 acre tract. South 7* 321 40" West 62.6 feet to a point for corner; THENCE following a curve to the left^in a Northwesterly direction, whose radius is 421.9 feet, 13d.8 feet to a point in the North line of the aforementioned 22 foot easement; THENCE with North line of said easement North 67* 32* 40 East 226.12 feet to the place of EEGEOJING. TRACT No. 2. BEGINNING at a 3/4" iron rod set et the Northeast corner of a certain 3.54 acre tract of land out of the Arthur KcConalclc Survey, Karris County, Texas, deeded to the Eouston Lighting k Power Company by Belle A. Crepo, et al, ami recorded in Volume 2419, Pare 5^4,"cf the Deed Records of Eerris County, Texas; THENCE with ast line of said 3.54 acre tract South 20* 55' 50" Vest 29.3. feet to a point for comer; THENCE North 71* 14' 10" West 58.09 feet to a point for curve; t THENCE folic ing a curve to the left in a Northwesterly direction whose niius is 421.9 feet, 19.0= feet to a point in the North line of the aforementioned 3.54 acre tract of land; THENCE with North line of said tract North 67* 32* 40 East 82.6 feet to the place of BEGINNING. BEGINNING at a 3/4" iron rod set for the Northwest corner of the Houston Lighting k Power Company's 31.053 acre tract as recorded in Volume 2440, Pige 455, of the Deed Records of Karris County, Texas, said point also being the Northeast cor ner of a certein 22 foot easement granted to the Houston Lighting b Power Company by J. Vi. Hlne, et al, and recorded in Volume 572, Page 511, of said Deed Records; THENCE with North line of asid 31.058 acre tract North 87* 32' 4on East 131.8 feet to a point for corner; THENCE South 53* 17' 20" East 210.28 feet to a point for corner; THENCE South 57* 09' 10" East 40.6 feet to a point for curve; THENCE following a curve to the left in a Southeasterly direction, whose radius is 490.67 feet, 301.81 feet to a point in the South line of the aforementioned 31.C5S acre tract, said point also being in the North line of a certain 149.65 ecre tract conveyed to K. L. Kuse, Trustee, and recorded in Volume 2717, Pape 513, c ' said Deed Records; THmN^i. with '.outh line of Eald 31.058 acre tract and North line cf saia V.. L. Kuse Tract, South 67*32' 40" West 249.37 feet to a point for comer; TI_:;CE following a curve to the right in a Northwesterly direction, whose radius is 550.67 feet, 85.83 feet to a point of tangent; THENCE North 57* 09' 10" West 49.4 feet to a point of curve; THENCE following a curve to the left in a Northwesterly direction, whose radius is 637.26 feet, 155.48 feet to a point of tanrert; THENCE North 71* 14' 10" Vest 142.56 feet to a point in the V.'est line cf the aforementioned 31.053 acre tract; T.-uNCE with said Vest line North 20* 55' 50" East 53.33 feet to the piece cf BEG 132.IN3. c:--.t:s3 copy certificate G.Mt or u*as CUMy Of Harris ori.nii?.cor<r" * trU* *n<> COfT#Cl volum. .nd P.g. tn,rw>, R E TURRtN* COUNTY CIER HARRIS COUN -2- . EASEMENT T, & N.0. RR TO NAVIGATION.DISTRICT c 5/2/54 3691/611, 3691/615 D.R. ,, TRACT NO. (A TRACTS) ON DWG. NO, C-ALL-5A07-E jL uA- I 015762 TRACT l.'O. 4 3??/- b /3 ErOHC'13'j at a point In the V.'eBt line of a certain 31.053 acre tract bb recorded In Volume 2440, Pace 455, of the Deed Records of Karris County, Texas, said point being 126.33 feet South 20* 55' 50" Vest froa the northwest corner of 6ald 31.058 acre tract; THENCE North 67* 32' 40" East 132.6 feet to a point for curve; TKEKCE following a curve to the right In an Easterly di rection, whose radius is 452.18 feet, 85.15 feet to a point in the Southwest line of the previously described Tract No. 3j THENCE with said line following a curve to__the right in a Southeasterly direction, whose rauiua is 637.2' - r*>et to a point for corner; THE):CE following a curve to the left in a Westerly direction, whose radius is 431.18 feet, I60.O feet to a point of tangent; TKEKCE South 87* 32' 40" Vest 141.68 feet to a point la the Vest line of the aforementioned 31.056 acre tract; THENCE with said West line North 22* 55' 50" East 22.88 feet to the place of BEGINNING. TRACT NO. 5 BEGINNING with a point in the West line of a certain 14.156 acre tract of the_ He iston lighting & Power Company, as recorded in Volume 2643, Page 145, of the Deed Records of Harris County, Texas, said point also being in the East line of that certain tract or parcel of land conveyed to R. E. Smith and recorded in Volute 3037, Pace 323, of said Deed Records, said point being South 3*29'10n East 257.7 feet from the northeast corner of said R, E. Smith tract and the Northwest corner of said Houston Lighting & Power Company's tract; THENCE following a curve to the right in a Southeasterly direction whose radius is 499,28 feet, 68.4 feet to & point in the west right of way line of the Texas & New Orleans Railroad's Sam Bertron spur; THENCE with said railroad right of way line following a curve to the left in a Southwesterly direction whose radiua is 593.69 feet, 154.6 feet to a point in the west line of said Houston Lighting & Power Company tract and East line of said R. E. Smith tract; THENCE following said common line North 3*29'10" West 226.5 feet to the place of BEGINNING. Together with all Improvements situated upon said Tracts 1. 2, 3, 4, and 5. The easement and right of way herein granted over, upon end along the tracts of land above described Is subject to the reservations, covenants, conditions and stipulations recited In that certain deed dated February 5th, 1957, from Houston Lighting & Power Company to TexaB and New Orleans Railroad Company. I -3 - c. Tlr;CD COPY CERTlFICATO S'*'. Of TEXAS CLCNV* OF HARRIS Tn* (oreno'n* i% 1 true end torr*ci *h*t*jr*phie C t>*< record. no t my lewlut tutuey no peiv (.led <yi the det* tumped thereon *no recorded in the R Volume end Peg* *t tumped thereof*. I fuuo* certify i JUi 2 J 1972 n t. turrentine. jr., county Clerk HARRIS COUNTS, TEXAS Drujry EASEMENT T. & N,0. RR TO NAVIGATION DISTRICT 5/2/54 3691/611, 3691/615 D,R, TRACT NO. (A TRACTS) ON DWG. ' NO. C-ALL-5AU7-E E2CCHL2 k: -- JM/ 015763 After full discussion, on notion duly made, seconded and unanimously adopted, it was RESOLVED, that Chairman's recommendations be and they are hereby approved. I, J. L. Stone, hereby certify that * > < -..ary of the Texas and Kew Orleans Railroad Company; that annual meeting of the Board cf Directors of said Company was held at Houston, Texas on January 14th, 1558; that said meeting was duly called and held pursuant to all legal rea.uirements, and that a sufficient nu-ier cf directors wes present to constitute a o.uorum; that said rcetir.-r vas duly held in all respects, as provided for under the By-La-,-s'cf the Conpany, and that the foregoing is a true and complete copy of resolution unanimously adopted at said meeting. Dated at Houston, Texas, tlus day of January, 1958, to;*"*; Secretary. - y Filed for recordMay 1, 1959 at /tf.va o'clock cu Recorded_____________ May 2, 1959 J at ?'30 o'clock Os R. E, TURREMTINE, JR., Clerk County Court, Harris County, Texas. By 971,, Deputy. M. Sl*'e''oF>Texts CCRT,riC*TE !:Ja n > .t. ........ -e* "y JUI.2J13 Tuuprv. COUNrr CUp EASEMENT T. S N,0. RR TO NAVIGATION DISTRICT 5/2/5A 3691/611, 3691/615' D.R, TRACT NO, .5) (A TRACTS) ON DWG NO. C-ALL-i 107-E 015764 ji)?PCfV' ! No. CC 2 730 4 7 l. ,sJ'JL-20;'s1Na,5 ;,5T,,-CC2~.33'^7r, , ,~t, SSS7.C0 ` 11**4 / . RELEASE <26f/--&<> THIS INDENTURE, made this ^day of 195?. by and hehwen CHEMICAL CP'r 'rYrw'.-CE BAI.TC, a corporation existing under the laws of the ;' . uf New York (hereinafter sometimes called the Trustee), and TEXAS AND NEW ORLEANS RAILROAD COMPANY, a corporation duly organized and existing under the lav/s of the State of Texas (hereinafter sometimes called the Railroad Company); WHEREAS, the Railroad Company has heretofore executed, acknowledged and delivered to the Chemical Bank is Trust Company (now Chemical Corn Exchange Bank), Trustee, its First and Re funding Mortgage, dated as of January 1, 193B, mortgaging its railroads, premises, properties, real and personal, rights, franchises, estates and appurtenances of which the easement and right of way-hereinafter described is a part, to secure the payment of the principal of and interest on the First and Refunding Bonds to be issued from time to time thereunder in accordance with the provisions thereof and the Railroad Com pany has also executed and delivered to the Trustee its First Supplemental Indenture dated as of April 1st, 19^6, to said First and Refunding Mortgage; and WHEREAS, Section 2 of Article Eleven of said First and Refunding .Mortgage provides, among ether things, that the Railroad Company, subject to the conditions and limitations in said Article Eleven prescribed, may sell, and the Trustee, upen the delivery to it of the resolution, opinion and certifi cates, as in Section 11 of said Article Eleven provided, shall release from, the lien ana operation of said First and Refunding Mortgage any real or personal property and any rights or in terests in property, the sale and/or release of which are not otherwise in said Article Eleven specifically provided for. C "WTO COPY CERTIFICATE "EOT TEXAS C-uMY GF HARRIS t.,, C^n^VcTcf'n ` ''U* *nd C0,T,C, '>ho">tr*P'"C CODY Of S t ftccro, now m my lawful cusio >;udmono 1timi* V... therton .n- o--r#iclowf0*edf'iOn iono#i*Recoiornd,, ond Pa*e ,, ,t,mpaa thereon. i Herat,, certif, on Jin t 1 1972 R a tjrrentine, jr. COUNTY CLERK KARRIS CpUNJYJEXAS EASEMENT T, S N.O. RR TO NAVIGATION DISTRICT 5/2/54 3691/611, 3691/615 D.R, TRACT NO, @ (A TRACTS) ON DWG. NO. C-ALL-5A07-E J .r^f/ r.JCOEDl 60SC. 015765 which It shall no longer be necessary cr expedient to retain for the operation, maintenance or use of the lines of railroad then subject to said First and Refunding Mortgage, or for use in the business of the Railroad Company; and WHEREAS, the Railroad Company has notified the Cr':*-'' that pur'"0"*' its contract with Phillips Petroleum Company, a Delav;art ..-ration, it is to convey to Harris County Houston Ship Channel Navigation District, the property hereinafter described, and has requested the Trustee to release said property from the lien of said First and Re funding Mortgage, pursuant to Section 2 of Article Eleven thereof, and has furnished the Trustee with the papers re quired by Sections 2 and 11, of Article Eleven thereof to support the release of said property, and has duly complied with all applicable provisions of said Article Eleven; NOW, THEREFORE, Chemical Corn Exchange Bank, as Trustee, as aforesaid, in consideration of One Dollar ($1.00) and other good and valuable consideration, the receipt whereof is hereby acknowledged, does hereby remise, release and forever quitclaim unto the Railroad Company, all of its rignt, title and interest, as said Trustee, in and to that certain property situated, lying and being in the Arthur McCormick Survey, Abstract Ho. 46, in Harris County, Texas, and described as follows in the instrument of conveyance being executed and delivered by the Railroad Company pursuant to its contract to sell referred to above, to-wlt: An easement and right of way for the construction. Installation, operation, maintenance, repair, reconstruction ar.d removal of railroad tracks and appurtenances thereto ever, upon, along, through and across those certain pieces, parcels or tracts of land, hereinafter particularly described, and being a part of the following parcels of land: (a) a 31.053 c;-t:f :3 copy certificate ' L OF TEXAS CCCI.1Y CF HARRIS 7^9 toregoinv1* a Vue and correct ohotonio^C cot>y o< ove.-nit rtco'O. now <n my lawful custoav ana eoiiession, V nc on in* date itemped tnereon and recorded m me Record, Volume end Page a tumped thereon. I hereby certify on Jl 2 ] 1972 R. e. turpentine, jr,, COUNTY CLERK Harr^ C0uNrr.JOf/$' 2. EASEMENT T, S N.O. RR TO NAVIGATION DISTRICT 5/2/5A 3691/611, 3691/615 D.R. TRACT NO, (4 TRACTS) ON DWG, NO, C-ALL-5407-E -?6 ?/ 6 os 015766 acre tract of land In the Arthur McCormick Survey, Abstract No. 46, In Harris County, Texas, described in a deed dated April 23, 1952 from J. Waldlne Hlne to Houston Lighting it Power Company, and recorded in Volume 2440, Page 455, of the Deed Records of Harris County, Texas; (b) a 3.5^1 acre tract of land in said McCormick Survey, described in deed dated March lu .rom Belle A. Crapo, et al, to the Houston Lighting k Power Company, recorded in Volume 2419, Page 524, of said Deed Records; (c) a 22-foot wide easement in said McCormick Survey (located north of and adjacent to said 3.541 acre tract), granted to the Houston Lighting k Power Company October 9, 1925 by J. B. Hlne, et al, and recorded in Volume 572, Page 511, of the Deed Records of said County; and (d) a certain 14.156 acre tract conveyed to Houston Lighting & Power Company by deed recorded in Volume 2643, Page 145, of the Deed Records of Karris County, Texas. Said pieces, parcels or tracts of land over, upon, alonG, through and across which said easement is granted are particularly described as follows: TRACT NO. 1 BEGINNING at an iron pipe set in the north line of a certain 22 foot easement granted to the Houston Light ing & Power Company by J. VI. Hine, et al, by easement dated October 3, 1325, ana recorded in Volume 574, Page 511, of the Deed Records of Harris County, Texas, and being also the northwest corner of said Grantor's 31.058 acre tract; THENCE South 20 55' 50" West 23.97 feet to a 3/4" iron rod set in the south line cf said easement and being the Northeast corner of a certain 3.54 acre tract of land out of the Arthur McCormick Survey, Harris County, Texas, deeded to the Houston Lighting a Power Company by Eelle A. Crapo, et al, and recorded in Volume 2419, Page 524, of the Deed Recoras of Harris County, Texas; THENCE with South line of said 22 foot easement and North line of said 3.54 acre tract, South 87 32' 4C" West 2.6 feet to a point for comer; THENCE following a curve to the left in a North westerly direction, u.nose radius is 421.9 feet, 135.8 feet to a point in tne North line of tne aforementioned 22 foct easement; THENCE with North line of said easement North 67 32' 4C" East 225.12 feet to the place cf BEGINNING. C:-TIFirD COPY CERTIFICATE Cl 1T * 0^ TCAAS CCu Mr CF HARRIS .... J;e tru. .no correct ohotor.oh* , Sri1 n* "- * ,na " *'*rnooa Morton. I n.,.D, comfy o JUi 2 J 1972 R E. TURRENTjne, JR, COUNTY CIEHK HARRIS CQilNpr.TEXAS Deputy EASEMENT 'T, -8 N.O. RR TU NAVIGATION DISTRICT 5/2/54 3691/611, 3691/615 D.R. TRACT NO, (4 TRACTS) ON DWG, NO. C-ALL-5407-E - cvZZZORSk 701 i -i CoC 015767 &<?/ -- k'7 TRACT no. 2 BEGINNING at a 3/**" Iron rod set at the Northeast corner of a certain 3-5^ acre tract of land out of the Arthur McCormick Survey, Harris County, Texas, deeded to the Houston Lighting & power Company by Eelle A. Crapo, et al, and recorded In Volute 2019, Page 520, of the Deed Records of Harris County, Texas;. THENCE with East line of said 3.5^ acre tract South 20 55' 50" West 29.36 feet to a point for THENCE North 71 lA' 10" West 50.09 feet to a . point for curve; THENCE following a curve to the left In a North westerly direction whose radius is 1*21.9 feet, 16.09 feet to a point in the North line of the aforementioned 3.5^ acre tract of land; THENCE with North line of said tract North 87 32' 1(0" East 82.6 feet to the place of EEGLTWE.'G. TRACT NO. 3 BEGINNING at a 3/l" iron rod set for the Northwest corner of the Houston Lighting U Power Compares 31.058 aero tract as recorded In Volume 20110, Page O55, cf the Deed Records of Harris County, Texas, said point also be ing the northeast comer of a certain 22 fcot easement granted to the Houston Lighting S: Povier Company cy J. W. Nine, et al, and recorded l.n Volume 572, Page 5H1 said Deed Records; THENCE with North line of said 31.053 acre tract North 87 32' Oo" East 131.8 feet to a point for corner; THENCE South 53 17' 20" East 210.23 feet to a point for corner; THENCE South 57 09' 10" East 110.6 feet to a point for curve; THENCE following a curve to the left in a Southeastcrly direction, whose radius is 1190.67 feet, 321.81 feet to a point in the South line of the aforementioned 51.058 acre tract, said point also being in the North line of a certain 100.86 acre tract conveyed to M. L. Muse, Trustee, and recorded in Volume 2717, Page 513# of said Deed Records; THENCE with South line of said 31.56 aero tract and North line of said M. L. Muse Tract, South 87 32' 00" West 209.37 feet to a point for corner; THENCE following a curve to the right in a North westerly direction, wnose radius is 552.67 feet, 85.63 feet to a point cf tar.nent; THENCE North 57 09' 10" West O9.O feet to a point of curve; THENCE following a curve to the lcft^ln a North westerly direction, v;nose radius is 637.23 feet, I50.OS feet to a point cf tangent; THENCE North 71c 10' 10" West 102.55 feet to a point in the west line of tne aforementioned 31.056 acre tract; THENCE with said West line North 20 55' 52" East 53.33 feet to the place of BEGINNING. 8:. C0PV ceotificatf ' ` ' 1 0 Of TfXAS EASEMENT T. & N.O. RR TO NAVIGATION DISTRICT 5/2/5A 3691/611, 3691/615 D.R, 7/n s 015768 TRACT ::o, 4 EEGINNING at a point in the V.'est line of a certain 31.058 acre tract ac recoroed in Volute 2440, Pace 455, of the Deed Records of Harris County, Texas, said point being I2S.3S feet South 20 55' 50" t.'est from the North west corner of said 31.C.5S acre tract; THENCE North 87 32' 40" East 132.6 feet to a point for curve; THENCE following a curve to the right in an Easterlydirection, whose radius is 452.18 feet, 85.15 feet to a point in the Southwest line of the previously described Tract No. 3; THENCE with said line following a curve to the right in a Southeasterly direction, whose radius is 637.23 feet, 83.79 feet to a point for corner; THT'CE following a curve to the left in a Westerly direction, wnose radius is 431.18 feet, 160.0 feet to a point of tangent; THENCE South 87 32' *0" West 141.68 feet to a point in the Nest line of the aforementioned 31.058 acre tract; THENCE with said West line North 22 55' 50" East 22.88 : et to the place of BEGINNING. . ' TRACT NO. 5 El INNING with a point in the West line of a certain 14.156 ocre tract of the Houston Lighting 4: Power Company, as recc-ded in Volume 2643, Pace 145, of the Deed Records of Harris County, Texas, said point also being in the East line of that certain tract or parcel of land con veyed to R. E. Smith and recorded in Volume 3087, Page 325, cf said Deed Recoras, said point being South 3 29' 10" East 257.7 feet from the northeast corner of said R. E. Smith tract and the northwest corner of said Houston Lighting U Power Company's tract; THENCE following a curve to the right in a South easterly direction wnose radius is 499.28 feet, 66.4 feet to a point in the west right of way line of the Texas and New Orleans Railroad's Sam Bertron Spur; THENCE with said railroad right of way line follow ing a curve to the left in a southwesterly direction whose radius is 593.69 feet, 164.6 feet to a point ir. the west line of said Houston Lighting & Power Company tract and east line of said R. E. Smith tract; THENCE following said common line North 3 29' 10" West 226.5 feet to the place of EEGINHINC. Together with all Improvements situated on said Tracts 1, 2, 3, 4 and 5; and all cf the right, title and interest of said Trustee in and to the s me to the end that the same nay be discharged from the lie: of said First and Refunding Mortgage; TO HAVE AND TO HOLD, the property hereby released and conveyed to the Railroad Company, its successors and assigns, to its and their ov.ti proper use, benefit and behoof forever, free and clear and discharged of ar.d from all lien and claim under ar.d by virtue of the aforesaid First ar.d C'-T:riC0 COPY CERTIFICATE - ' 11 OF TEXAS C L ^ I, T Y OF HARRIS 1H Of.jmcl 'Kord^noVm'mVl'/V'i*0 0hol*r*I,hlc FO.V ol O-ed on ihe d*i. y wu cull0*y And oosi.ision, Voum.. .nd P... i,T^r,nn ' R.cofd) * .uiPR'd inc.Aon, I n,,,e/ wlfy m JUI 2 ] 1972 R. L UIRRENTINE ip COUNTY CLERK ' '' HARRIS COUWTT. TEXAS Deoufy EASEMENT T. 8 N,U, RR TO NAVIGATION DISTRICT 5/2/5A 3691/611, 3691/615 D.R. TRACT NO. (A TRACTS) ON DWG. NO. C-ALL-5A07-E ---- JL V R 1 . 36 / f.-aP' ?t-f/ --Lof Refundlnc Mortcace as supplemented by said First Supplemental Indenture thereto. This release Is made, executed and delivered v.-lthcut any representation, covenant or warranty v.-hatsocver, expressed or implied, on the part of the Trustee and without recourse to It in any event. IN WITNESS WHEREOF, Chemical Corn Exchange Hard-:, as Trustee, as aforesaid, has caused these presents to be executed by its officers thereunto duly authorized, uncer its corporate -seal, the day and year first above written. i V* CHHTaCAL CORN EXCHAJIC2 EA.'3C as Trustee as aforesaid ATTEST: " -:! rY 9 { A! 'A+l'j, Secretary / By Ti:uLr officer This is pase 6, of a release dated '779flr/:e , 1958, releasing from the lien of the Texas and New Orleans Railroad Company First and Refundins MortGase, certain easement and rlGht of v/ay, toGether viith all improvements thereon, in the Arthur McCormick Survey, Abstract Ho. 46, Karris County, Texas. STATE OF NEW YORK ) COUNTY OF KEN YORK ) . On this YoAAA day of C ff- , 1958, before me JAMES M. DOYLEj a Notary Public, in and for the said State ar.d County aforesaid, personally appeared c.Cr.1 - -1-, to me personally known, ar.d known to me to be TnLfSi OFFICFF Cf Chemical Corn CORY CERTIFICATE .1.t OF Texas CCl MV OF HARRIS 'I'. * ........ . " Rhmr,, .0Ucc on lh. o.t. ...n,p*nd ' ,, .. .umo ,h.r,on| JUI 2 ] 1972 ? E tURRENTINF JR COUNTY CLERK ' HAOJU^CPUNTVJJIXAS 8 Puty EASEHENT 6. T. & N.O, RR TO NAVIGATION DISTRICT 5/2/5A 3691/611, 3691/615 D.R. TRACT NO, (A TRACTS) ON DWG. NO, C-ALL-5A07-E ? A 9/ /n 015770 Exchange Bank, and known to me to be the person whose name Is subscribed to the foregoing Instrument of writing; and said __________ P.). LICHTHAU.^ being by me duly sworn, did say that he is TPUST OFFICER 0f Chemical Com Exchange Bank, and that the seal affixed to the foregoing Instrument Is the corporate seal of said corporation, and that said Instrument was signed and sealed In behalf of said corporation by authority of its Board of Directors, and said p f UC'-Cmix acknowledged said Instrument to be the free act and deed of said corporation, and acknowledged to me that he executed the same In his official capacity as the act and deed of said Chemical Com Exchange 3ank for the purposes and consideration therein expressed. _ . TU GIVE;; tETDER my hand and seal of office this t'O u*y o*___ <, 1958. GLa%^ // J*tJ DOUl fKf. ?'** (.a. ?M3J537S u Y*l Cwilf Uvvil-^lUMliiO, l|} I Piled for record Kay 1, 1959 at /p-.^a . o'elock^^,--M. Recorded___________ May g, 1959 at </. ? 9 o'clock <&,_________________M. R. E. TURRENTINE, JR., Clerk County-Court, Harris County, Texas. By Pin /L,., _________ Deputy. M1 1 '/nl- fO,Fr t7;wX4$* tK 1IMCATE CLL My OF HARRIS ">... ...C. Z''.p.,,7,, u'........ .............. Jl||2J)972 cous;uYBr:K-j"- * ,' ` EASEMENT T. & N. 0. RR TO NAVIGATION DISTRICT 5/2/5A 3691/611, 3691/615 D.R, ' TRACT NO, (A TRACTS) ON DWG. NO. C-ALL-5A07-E - ?/.<?/ /./ A 015771 matoen w. head MICHAEL. KENOmCK,JR. HEAD & KENDRICK ATTORNEYS AT LAW WILSON TOWER CORPUS CHRISTI,TEXAS 70401 October 19, 1972 AC It SSS-S469 Jon R. Burney, Fsg. Counsel Diamond Shamrock Chemical Company 300 Union Ccrmerce Building Cleveland, Ohio 44115 Dear Mr. Burney: As requested by your letter of September 21, 1072, cnclo.'jcd are two completely executed copies of the ethylene pipe line oaserent dated September 10, 1372, fron Celanese Corporation to Diamond Shamrock Corporation. V.'e will appreciate receiving your company's check in the amount of $1,591.90 payable to Celanese Corporation as veil as the recordation data after the enclosed instrument ha3 been recorded. HKTl:gh ends. cc: Hr. L. E. Enge, w/encl. 015772 EASEMENT CELANESE TO DIAMOND SHAMROCK CORP. AO' R.O.W. EXECUTED 9/19/72 (NOT RECORDED) t TRACT NO, (16)ON DWG, NO. C-ALL-5A06-E ' THE STATE OF TEXAS I COUNTY OF HARRIS I KNOW ALL KEN BY THESE PRESENTS: That Celanese Corporation, a corporation, hereinafter called 'grantor", for and in consideration of the sum of One Dollar ($1) ar.d the conditions, covenants and agreements here inafter provided to be kept and performed by Diamond Shamrock Corporation, a corporation, hereinafter called 'grantee", hereby grants and conveys unto said grantee the right to lay, operate, maintain, repair and remove a pip* line two inches (2") in diameter for the transportation of ethylene along the center line of the following described route over and across land out of the Arthur McCormick Survey, Abstract No. 46, Harris County, Texas, being 118.63 acres and 96.86 acres and being described as Tract No. 1 and Tract No. 2 in a deed dated April 5, 1956, from Phillips Petroleum Company to Celanese Corporation of America, recorded in Volume 3133, page 361 of the Deed Records of Harris County, Texas, to-wit: TRACT NO. 1 Beginning at a point in the north line of said Tract No. 2 of 96.86 acres, said point is North 87* 33' East 68.78 feet from its northwest corner, said point is North 87* 33' East 8.78 feet from the East right-of-way line of State Highway No. 134; Thence South 2* 30* East 33 feet to end of line. ' Tract No. 2 . Beginning at a point in the south line of said Tract No. 1 of 118.63 acres, said point is North 87* 33' East 68.76 feet from its southwest corner, said point is also North 87* 33' East 8.76 feet from a 1-1/2 inch iron pipe in the East right-ofway line of State Highway No. 134 set for the northwest corner of a 3.541 acre tract described in a deed dated March 10, 1952, from Belle A. Crapo, et al to Houston Lighting and Power Company, recorded in Volume 2419, page 524 of the Deed Records of Karris County, Texas; Thence North 2* 30'' West 22 feet to a point on the South line of a tract of land 14 feet vice con veyed by CVcV-Xixt.t x - yrr-t -vtrt Ptt-kY.YA'?.*tsy.xamc Harris County to Humble Houston Ship Channel Navigation District/ uy ceec Pipeline recorded in Volume 7^52, page 203 jf the Deed Company Records of Harris County, Texaj, sard point is North 87 33' East 8.4 feet from its southwest corner and the East right-of-way line of State Highway No. 134. Tract No. 3 015773 Beginning at a point in the North line of a 2.452 acre tract conveyed by the Celanese Corporation of America to Humble Pipe Line Company by deed recorded in Volume 74S2 and page 203 of the Deed Records of Harris County, Texas, said point being Kcrth 87* 331 East 8.C4 feet from an iron rod with cap set in the East right-of-way line of State Highway No. 134 for the Northwest corner of the said 2.452 acre tract; Thence North 2* 28' West 1836.9 feet to a point in the north line of said Tract No. 1 of 118.63 acres, said point is in the center line of Miller Cutoff Road, 69 feet North 87* 28' East of the intersection of the center line of Miller Cutoff Road and the center line of State Highway No. 134; subject, however, to the following conditions, covenants, and agreements which by its acceptance of the easement granted here by, grantee agrees to keep and perform; (1) During initial construction grantee shall have the right to use not more than twenty feet (20*) on each side of the above described center line and thereafter so much of the land adjacent to said center line, not exceeding twenty feet (20') on each side thereof, as is reasonably necessary for in gress and egress thereto and the operation, maintenance, repair and removal of said pipe line. (2) Zn the event said pipe line interferes with the con struction, use or maintenance of any building, waste pond or other improvement or structure which may be constructed or placed upon the land of grantor, then and in such event grantee agrees at its own cost and expense to remove such pipe line to another location designated by grantor on its said land. After grantee has removed and relocated such line pursuant to this paragraph (2), grantor agrees to amend this grant insofar, but only insofar, as may be necessary to properly describe the route of such pipe line as relocated. (3) Grantor reserves the right to grant easements to others for the purpose of laying pipe lines across the line that may be laid by grantee hereunder, and for the purpose of laying pipe lines parallel to and not less than five feet (5') from such line. (4) Prior to the initial construction and installation of grantee's pipe line, to any major maintenance or repair work thereafter (except emergency repair necessary to protect life or property), to the removal and relocation of said pipe line pursuant to paragraph (2) hereof, or to the final removal thereof upon termination of this easement, grantee will notify grantor in writing describing generally the work to be done and the approximate date such work is to commence. In the per formance of any such work the following additional conditions shall apply: (a) Grantee will bury said pipe line so that at all points along such line the top thereof will be at least thirty inches (30") below the surface of the ground. (b) At any point where there now or hereafter exists a road, grantee will maintain a road crossing so that traffic on said road will not be interrupted and upon grantor's request to do so will properly encase said pipe line within thirty (30) days so that the same will not be damaged by or cause damage to traffic cn said roao. (c) Grantee will fill adequately all ex cavations, even to the extent of refilling if re quired after settling of earth has occurred. (d) Grantee will keep and maintain the area covered by this ensement free of brush, excess materials, scrap and the like. 015774 (e) Promptly after such work is completed, grantee will restore the work area to as near as practicable the condition in which it existed prior to the commencement of such work, including, but not limited to, repairing, bracing and taking the slack out of any fences cut by grantee, re placing signs, removing scrap, etc. (f) Grantee will not permit or cause gran tor's roads, whether now existing or hereafter laid, to be obstructed by equipment used in such work and will provide adequate protection at night in the form of signal flares at all open excavations and parked equipment which are near roads or traveled areas. Grantee will keep vehicles used in such work to the minimum re quired to adequately perform the same. (g) Grantee will not permit equipment used in such work to traverse any of grantor's roads without permission of grantor first being ob tained. (5) Grantee further agrees that it will mark and accur ately define said pipe line by the installation and maintenance of pipe line markers in accordance with a design for such marker furnished by grantee to grantor. (6) Without regard to negligence or fault, grantee agrees to pay any and all damages of every kind and nature suffered by grantor, its successors and assigns, caused by or arising in whole or in part out of the construction, operation, main tenance, repair, removal, use or existence of said pipe line or out of the enjoyment or exercise of this easement or any right granted hereunder, save and except such damages as may be caused by the willful acts or sole negligence of grantor. Grantee further agrees to reimburse and indemnify grantor for and hold grantor harmless from any and all claims, causes of action, liability, loss, damage or expense of every kind and nature, including, but not limited to, attorney's fees and costs, which may in whole or in part be caused by or ar.se out of the construction, operation, maintenance, repair, re moval, use or existence of said pipe line or out of the enjoy ment or exercise of this easement or any right granted hare in, save and except such damages as may be caused by the wij '.ful acts or sole negligence of grantor. Grantee hereby releases grantor, its successors and assigns, from any and all damages sustained by it arising from grantor's operation of its business (7) This easement cannot be assigned, in whole or in part, except to a corporation affiliated with grantee, without the prior consent of grantor first obtained in writing to such assignment, and any such assignment so attempted without such prior consent shall be null, void and of no force and effect. In the event this easement is assigned by grantee, whether tc an affiliated company or pursuant to grantor's written con sent, the assignee thereof will assume as a condition of sue; assignment all obligations of grantee under this easement. TC i.n,i n.*u .s, HG..D sd., to saio g. w c r , its successors and assigns, so long as such pipe line is operates and maintained, but upon termination of this easement, whether oy failure to continue operation of said pipe line or by vir tue of the breach of any condition hereof, grantee agrees that it will promptly remove the same from the premises of grantor, restoring the surface of the earth, and all fences and other improvements thereon to the condition in which the -3- lane existed prior to the installation of such pipe line. In the event grantee fails to remove the same within ninety (90) days after any such termination of this easement, then such pipe line may be removed by grantor for the account of and at the cost of grantee, and any such expense reasonably so incurred by grantor in the removal thereof shall be paid to grantor promptly by grantee upon invoice and billing there for. Any notice to be given hereunder shall be given by mailing the same by United States certified or registered mail, postage prepaid, to the address hereinbelow shown of the oarty being notified, as follows: GRANTOR: Celanese Corporation 522 Fifth Avenue New York, N. Y. 10^36 with copy to: Celanese Plastics .ompany P. O. Box 1000 Deer Park, Texas 7536 GRANTEE: Diamond Shamrock Corporation 300 Union Commerce Building Cleveland, Ohio 44115 with copy to: Diamond Shamrock Chemical Company P. O. Box 638 Deer Perk, Texas 77536 or to such other address as the parties may from time to time specify in writing by notice given in the manner provided above. Date of mailing shall constitute date of such notice. EXECUTED this 19th day of September 1972, the parties hereto acting by and through the auly authorized officers of each. CELANESE CORPORATION ATTEST: By. V1C President 1 GRANTOR Assistant Secretary ATTEST: Assistant Secretary DIAMON ''5HAMRQCK CORPORATION By, 7 / / '/'/ Group ; fiecmm: lcail'reCscri.coeanr.'"/.j diamond 5' a unit oi hararocr. Corporation e GRANTEE 7_r ta OO 0|= 015776 THE STATE OF NEW YORK I COUNTY OF NEW YORK I BEFORE ME, the undersigned authority, on this day per sonally appeared Robert T. Daily_____________________________ , Vice President of CELANESE CORPORATION, a corporation, Known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same as the act and deed of said corporation, for the pur poses and consideration therein expressed, and in the capacity therein stated. a_ GivenrQnder my hand and seal of office, this // day Of . ^ , 1972. .. , 1,' Notary Public in and for NEW Yow: Coiinty, New York. t DOROTHY V. WllllS notary fub1'*.. Sure d Nr- Tort No. 41-9W37?5 Ouceis CcunN CrtjliC4te 'i11"" <"?,u,'Vr THE STATE OF OHIO I COUNTY OF CUYAHOGA I Group BEFORE HE, tue undersigned/authority, on ibis coy.ter- , , sonally appeared R.. Batchelor y"Vice PresidentC^em-cal j8oei>dbrv5<: of DIAMOND SHAMROCK CORPORATION, a corporate or., known to me to be the person and officer whose name is subscribed to the .foregoing instrument, and acknowledged to me that ne exe cuted the same as the act and deed of said corporation for the purposes and consideration therein expressed, and in the capa city therein stated. Given under my hand and seal of office, this r f 197 2* day of /5df --- ./Notary Public ih and * tor Cuvahoca______ County, 0. JON R. BURNCY, Mtcr.-V honor-1,'OliC jrert <.. Mr M *.. M in MS ss Its-rti.a. .... Issiisa t.C. 015777 5 ON DW .G NO. C-ALL-5407-E@ TRACT NO. Lomu? <y- -- KNOW ALL MEN BY THESE PRESENTS: That for the sum oL_ ($ ............... ) and other good and valuable considerations, receipt of which is hereby acknowledged, the undersigned, herein cal.ed "GRANTOR" (whether one or more) hereby grants, sells, and conveys to Shell Pipe Line Corporation, a Maryland corporation, herein called "GRANTEE," its successors and assigns the following easements: (1) A right of way for the purposes, from time to time, of laying, constructing, operating, inspecting, maintaining, repairing, renewing, substituting, changing the use of and removing a pipe line for the transportation of oil, petroleum, gas, the products of each of the same, water, other liquids and gases, and mixtures of any of the foregoing, at a location and on a route to be selected by GRANTEE on, in, over and through the following described Land in.,...... ...... --_______ HjlHRJ.3, , , ,, to wit; i --County, Texas CSl oo r>s. UD rsi 665.13 acres of land out of the A. McCormick Survey, Abstract No. 46, Harris County, Texas. This right of way shall be restricted in width to 30 feet and shall lay north of and adjacent to the Humble Oil and Refining Company .right of way across this land aoca snail m no scr.so ce construes as a rut if icat icn or iclcr-cv.-ledgcM-jut of any right of the Munolc oil and refining Co:-i^nny,u rignt f v/a-^ cf .said ccuiuany being referred to only far description ,-irposes, N*\ \ZT ln r--| \CNJ o cc tclc-Jr-pli lines and eucit iinpune:u!iic; i It urea, efluipmtniand ^npttra* it* as'^reVincidcnt ko` 'cdhtcniint .Vinr-n inn of Fitch U'irgrapk ainj-t'ejection* lutes'iii !oc-.jon/,l^.t>eiclcctcdll>y,G'R'AWrHi:,'jr.,;'QjTi/4v'ei;;(^,d''tKx6nln-dia:abiyis cider;bet Und; and .with Flic neb,.' novand herea/tfh Itibn, an/ trees'.at'other'vtsirltcti6nVi.(bn'''said':Uhed`*i as'l6 kee^th'i^wires deared at.least three feet;-'find* !l ................ . O (3) The right to lay, construct, operate, inspect, maintain, repair, renew, substitute, change the cite of and remove additional Lines of pipe at any time on, in, over, and through the above described land parallel to the first line above mentioned, upon payment of the consideration above recited for each additional line so laid; provided, that each such additional line shall be laid subject to the same rights and conditions as apply to the original line; and provided further that all pipe lines constructed under this grant shall be confined to a stnp of ground thirty feet in width; and (4) The rights of ingress and egress in, on, over, across and through said above described land for any and all purposes necessary and/or convenient to the exercise by GRANTEE of the rights and easements herein granted. o_ coton a. Q. TO HAVE AND TO HOLD The said rights and easements unto the said GRANTEE, its successors and assigns. GRANTOR reserves the right to use the above described premises except as such use may unreasonably interfere with the enjoy, ment of the rights and easements herein granted. GRANTOR covenants with GRANTEE that it is the owner of the above described lands and has the nght, title and capacity to grant the rights of way and easements hereby granted. OO CO <c }LU O GRANTEE, by acceptance hereof, agrees to bury the pipe lines so that they will not interfere with the ordinary cultivation of the land described above and also to pay any damages to growing crops, fences and timber (except timber trimmed along the telephone and telegraph lines) which may immediately and directly result from the exercise of the rights herein granted. This agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto; and the rights and easements herein granted shall \ assignable together or separately and in whole or in part. It is understood and acknowledged t it the person securing this grant for GRANTEE is without authority to make any agree, ment or representation in regard to the subject matter hereof which is not expressed herein, and that no such agreement or representation will be binding upon the GRANTEE. IN WITNESS WHEREOF, GRANTOR has executed this instrument this the____________ day of__ '..L.Y..-. WITNESSES- i co *y~ r j. ...yY- . --F*- QJ. .. /SMcJZJLy. /:. ... 015778 / STATS Or TEXAS, County cj____ ) * Bz-rCREJvIE. the undersfoi.-d authority, on this day personally appeared................ ..... ................. ......... ............... ............. -........ . known to me to be thT'persor>-'hose_name is subscribed to the foregoing instrument, and acknowledged to me that ....he executed the same for the purposes and consideration tHereir GIVEN Under my hand and seal oi office, this the. Notary Public in and Jar County, Texas. STATE OF rW-Wc. um, <,/.Richaionr; YorJc. BEFORE ME, the undersigned authority, on this day personally appeared______ QltiUfie i .Cl'L-.jjQ__________________ bis wife, known to me to be the persons whose names art subscribed to the foregoing instrument, and acknowledged to me that they executed the same for the purposes and consideration therein expressed; and the aid----- - C__ , wife of the said-. _cio..u.dc__x^cLi:i^.Q__ having been examined by me privily and apart from her said husband, and having the same fully explained to her, she, the said ----------------------------------- -------------------------------------- -------------------------------------------------- - acknowledged the same to be her act ana deed, and declared she bad willingly executed tbe same for the purposes and consic iratiJn therein^expressed, and that she did'not wish to Given ur.i'or :ny hr.nc and eeal of oIiTf:);:-;22,. ai.<3 ^ of . yjrt- 1 Nota^f'Public in and Jor ^ Ctrunry, -fxohJk JT C V/ Y0J*jC# . R /\V No., Line......... o -- bJ ZV 3 pi Cfl H-l Ba r r sc 2i 5 pi o r| n 5 HI Pi o | i I sgo i i D O PS X O i > *< i O! > pi : > o2 015779 < A j 7*- 0? coT'i'Y nuy?::?. Before :.ie,;hc undersigned authori;y,on this day personally apyerorert Sharp, and wife yusie S.sharp,.'-mown to me to sc sh parsone whoso muses urn subscribed to she forayoinr instruncn ! and achrovl edfjed to ;i.e that. they or c-ca Seri she .soj.io for She purposes and cons idvraS ion therein expressed . Ar.ri she cuiti fuoio J3, fharp > Ifo of .1,?!. Sharp bavin.; doer. cxnnir.vd by>ue privily and apart frc:.: i. .. said husband and hc.v inf; she sme fully explained So her, ?h e, she said sue in r.fhrp , acltnowl efij.od such instruMent so do her act and oauc unci declared shut r.hn had will -nr ly signed `he- s.ne for she r..... u s~ r.d cons id:-rut ior. therein cxuroKsed .ui.! Shut she did not wish so ro- .ras S it C.Ivor, under py hua.d f .ovfrfrice Shis Shhee ^- dry of uiju. A , Ti, PUt-., 71!?: STA77' Or' CAfcI?0XtfIA (xfy'i- COIT'TY 0? Before :m, she iuidersi^nod authorisy,cn shis day person .11; appeared Florence A. flicker.b.-Jrcr, v.'ifo of B.?\3lichcnba>:er,.'ano' r. so sic So fan she person who no rune is subscribed So she foronc in,; i nssru.sen and havi".;, c-nn excriined by r.:e,privily and apart from'her hu sc and as. h.iv i.-:p dhc s;u.ie fully explainer! Lo hoi1, she, she said -'icronc 0 A, rich cr.b.JscT, r.c)::io'..l odj;c-d such ins Sru: lent tobo her act and deed ;.d d eel ..rod sh,_l she had villi;i<:i;, i^ned the ..aue for i he pur., and ccr.o id .-.-..Mun therein c-vrsitici and s.'ias she did not vish : r, sv ur.ccr my h.ir.i! and ."cal of office, this she ..-.-.'-7 of' T OV O-Jia/O; dju^U -- Ir'oSwa<-r*yv pnol ic m and.... .f..u...r................. *p(UV^f nsil if orn la. ;i;p i'7.y- o? vo;" co'j"fY o" h-sh i-c, she undersiynod author ity,on Shi:; day purr `-pr c-arf-d in n f r,-lYirL yousie Andrews , a fur.se- sole ,>'ur.cl y. l- . c solo, ..`.a " ill i. us y . AU- .OV'K ,hrc..v. So : o oh sr.n y. os .' ...-0 A:-o Slioo'.cr Ibed Sj Sol- fu.'i-^O i'.'.r i:\K Ss'u:.;-.'!: 1. rOld ac h: 1 cs.'l l ' h.'.-S s !:., ,-. c u! nri t.he osuse fur s h.c- yoivuS'JS i.r.d. cons Id e Lhso'v-r.s rr' , ; . is--us.:: or siy h.asd ;jui seal of uf fico , t h in She d;ay o. f*os.:r. puulic in ar.d for Ononria. rev.- vorh , cetr. 7vy .r.v.'ii op 7v''Af. .oo.'ji'-yy o'- !',ryi.<-'./ I n.jfu.'s. :iv, l'ii> unit.-'ruirnei! aushorisy, on this day personally appeared w. 1 .huuard , Ino' ividuully and a.o astu-rnc-y in *?a.cs for Ji.r. ick'.-n bairc ;, hno'.vn to mo So be the idc-ntical pars or. v/Jicso r.ar;r iu^ rue os rhyvd . S.' ho fo.-r. u in: in:,'.j-;., u S ijso ;.e.':ncv-'l od(.od So tie that he 0 pur.joscs :.r.d c;oonnosidideerraastiioon sth.'eicrrecirn. oox\ppr.'.ar:; s. 1 Oh 1 :na and r-.. 1 uf uu-1'^f .^S\'y''>- she d. ^ of ____ .-chi -yoArup........................................... .......,.....p...-..-, *-1 i ^ ' ' ' .` '-*1'1 ^ ww'' M' ` 015780 THE STATE OF TEXAS. County of Harris, ) j I, W. D. MILLER, 'Clerk of the County Court of Harris County, Texas, ao hereby certify that the within instrument with its certificate of authentication was filed for registration in my office on r^5 , at______________ ^ 1 __o'clock___----------- M-, and duly recorded on______ L'J. ZZ-194__ 3^ tuJj )'cIock----- _______M,, in VoLl2n2__ P.i^ JJ.n r> fa p o foy said County. of record of WITNESS my hand and seal of office, at Houston, the day and date last above written. W. D. MILLER / Clork County Court, Horrio County. Texas By JrW U, fY\ )lr,.y.,n 015781 --?,,,v L ANO T L i !ti STATE OF TEXAS, j County Y___ ---------HARRISi KNOW ALL MEN BY THESE PRESENTS: That (or the sum iLSi?. .......r:..r,.OAiOO.....--"______________________ ..Dollars ($ ^ ...GO...... ......... ) and other good and valuable considerations, receipt of which is hereby acknowledged, the undersign*.!, herein called '`GRANTOR" (whether one or more) hereoy grants, sells, and conveys to Shell Pipe Line Corporation, a Maryland corporation, herein called "GRANTEE," its successors and assigns thef following easements: (1) A right of way for the purposes, from time to time, of laying, constructing, operating, inspecting, maintaining, repairing, renewing, substituting, changing the size of and removing a pipe line for the transportation of oil, petroleum, gas, the products of each of the same, water, other liquids and gases, and mixtures of any of the foregoing, at a location and on a route to be selected by GRANTEE on, in, over and through the following described land in to wit; ____ HAHH13 __ .County, 441.08 acres, more or loss, out of -the -A. McCorclck Survey Abstract 46, Harris County, Texas. This right of v;ay shall bo restricted in width to 30 ft and shall lay north of and adjacent to the Humble Oil and Refining Company right c ` way across this land This (load shall in no o.-;n:;n o construed i_c r:.i. ificut ion acxn o v.'i ed i_, cnen L `d ui.j uT H.M'.eic 0^1 ans ref . CeA'po.itt ,a i'i^ht of j \j. d ccoir,,;; i-of ci-.-ti j to v -iinr 'vAj. .-i '*> .................... ................................................... (Cr'TM-iTTht do erect,"install,'laV.-constnicty'Vpcfa'tc, repair,' ma'i .iin, inspect' replace,,substitute and remove ielc',/;ione an./ J:'t(!ic^a;.h' lines''and'such' a,^'nrt&'arie(,s'ir\rctarcis./te`4itripmeiit''ah(f-apoa .ills 'as. are madc'ht 'thc'fasc and' convenient' operri'.im, <>{ such telegraph Arid'uTepfio'nc'.lincsTaf a'.}6c^fioVf-b''Select.d'hy'CR'ANTEE. Ini.-onTover, arid 't!icbV!;h'the(above dcicnii'cl laud; Snd' Villi-lire ritilif, boV:anti'li^rc'afi'iri^thdriiri'Ttfiy^rSe'4'orvb(hcrrduSiriiiitiona Along' saiVl'Iiftek i>o'a toicecp lllc'wirds'clunrey- by at )< .v i thrie'fccti aud/df.'...................*............................. ............................... ...................... ........................... ..................t i. i . (3) The right to lay, construct, operate, inspect, maintain, repair, renew, substitute, change the size of and remove additional lines of pipe at any time on, in, over, and through the above described land parallel to the first line above mentioned, u|ion payment of the consideration above recited for each additional line so laid; provided, that each such additional line shall I/c laid subject to the same rights and conditions as apply to the original line; and provided further that all pipe lines constructed under this grant shall be confined to a strip of ground thirty feet in width; and (4) The rights of ingress and egress in, on, over, across and through said above described land for any and all purposes necessary and/or convenient to the exercise by GRANTEE of the rights and easements herein granted. TO HAVE AND TO HOLD The said rights and easements unto the said GRANTEE, its successors and assigns. GRANTOR reserves the right to use the above described premises except as such use may unreasonably interfere with the enjoy ment of the rights and easements herein granted. GRANTOR covenants with GRANTEE that it is the owner of tne above aesenned lands and has the right, title and capacity to grant the rights of way and easements hereby granted. GRANTEE, by acceptance hereof, agrees to bury the pipe lines so that they will not interfere with the ordinary cultivation of the land described above and also to pay any damages to growing crops, fences and timber (except timber tnmmed along the telephone and telegraph lines) which may immediately and directly result from the xcrcise of the rights herein granted. This agreement shall be binding upon the heirs, executors, admints: ttors, successors and assigns of the parties hereto; and the rights and easements herein granted shall be assignable together or separably and in whole or in part. It is understood and acknowledged that the person securing this gnnt for GRANTEE is without authority to make any agreement or representation in regard to the subject matter hereof which is not expressed herein, and that no such agreement or representation will be binding upon the GRANTEE. IN WITNESS WHEREOF, GRANTOR has executed this instrume WITNESSES , 19/--', (' ........... .. .......... EASEMENT.................. J.B. HINE TO SHELL PIPELINE CORP. 3:Jr"RT0TW7...~"27157'<i3'~ ` 1251/737"D, R. TRACT NO. (18) ON DWG. NO, C-ALL-5A07-E 015782 STATE OF xr.*CA&,fi )TOV.' YOi'j*. ) County of.1 i* .Cuw.|"u t ----_J l iBCFORE'ME, the undersigned authority, on this day personally appeared-------------------- *..***.9........................... ................ .......... . known tV_mc to be the-pcrscn whose name is subscr.bed to the forejomj instrument, and acknowledged to me that ..'..he executed the , v*amc.;or. ihe *purposes and consideration therein expressed. _GIVN ^njler my hand and seal of office, this the____ ___________ day of_ . `.,1 : o v c.t. : \j;. . -. i` U V. TSklrflfcCkt-'-hCJ.:.' 19..V.S,, Salary Public in and Jar____ 00.0.0.f1.r ^ a County, pcatsJh >JeW STATE OF TEXAS, THE STATS OF TEXAS. County oi Harris. I, W. D. MILLER, Clerk of the County Court of Harris County, Texas, do hereby certify that the within instrument with its certificate of authentication was filed for registration in my office on r'sb. Q, 194.3 a* P ___ oVInek P, M., ind duly recorded on Feb 15 , 194J_ r Hi05 nVInrk A.________________M., in Vol IZSl ... ?agc-.jyf oi record of _for said County. WITNESS my hand and seal of office, at Houston, the day and date last above written. W. D. MILLER 015783 , i * %/ / ?/.; :;o. job ::o. 9039 <: ; i i u P -> 0* l$ : PIPZ II?.fTr rE.A,,cSrK-'r~vN'pT __ /., (./ 'w> // l STATS CF TEXAS COUNTY CF KAPJUS 5 1 } KNOT ALL MEN BY THESE PRESENTS: THAT for and in consideration of SI.00 and other good and sufficient con sideration, receipt of vhich is hereby acknowledged, Phillips Petroleum Company, a Delaware corporation, and Celanese Corporation of America, a Delaware Corpor ation, hereinafter called "Grantor11, (whether one or more) hereby (subject to the rights, privileges ar.. estates herein reserved and stipulated) grants, sells and conveys to Shell Pipe Line Corporation, a corporation, Atlantic Pipe Line Com pany, a corporation, '.he Crown Central Pipe Line & Transportation Corporation, a corporation, American Oil Fipe Line Company, a corporation, and Pure Transporta tion Company, a corporation, herein called "Grantees", their successors and assigns, the following easements: A right-of-way for the purpose, from time to time, of laying, constructing, operating, inspecting, maintaining, repairing, renewing, substituting and remov ing a pipe line or pipe lines for the transportation of oil, petroleum, gas, the products of each of same, other liquids and gases and mixtures of any of the fore going on, in, over and through the following described strip of land in Harris County, Texas, to-7dt: A l.Ou acre tract of land lying in the Arthur McCormick Survey, A-h6, Harris County, Texas, and in the southerly portion of that certain 115.63 acre tract >f land conveyed by Phillips Petroleum Comoar.y to the Ceiar.ese Coroc. ation of America by deed dated April 5, 1956, and recorded in Volute 3133, Page 361, of the Deed Records of Karris County, Texas, said l.Cu acre tract being more particularly described as follows: BEGINNING at a point in the west line of the Arthur McCormick Survey, A-16, Harris County, Texas, and the center line of State Highway ?/13i., saic beginning point being K C2 29' 'V 90.6 feet from the northwest corner of a 22 foot easement granted by j. 3. Ki.ne et ai to Houston Lighting Pc.ver Co, and recorded in Volume 572, Page 511, of the LcC-d Hecords of Harris County, Texas; THENCE N C2 29'V', with the west line of the Arthur McCormack Survey ar.d the center line cf State Higrway ,yl3li, 11*.li feet to a point; T-IGNCE N 67 331E, parallel with ar.d 105 feet from the north line of the said Houston Lighting and Power Co. 22 foot easement, 2036.6 feet to a point on a curve to the right; EASEMENT CELANESE TO SHELL PIPELINE, ET AL 1.0AAC,, 5/8/59 3696/691 D.R. TRACT NO. (19) ON DWG. NO. C-ALL-5A07-E 015784 I _ ^3 / THENCE southeasterly, with said curve to the right, the radius of which is 510.5 feet, and the chord of which bears S 75 - 24' E. 77.4 feet to the point of tangentcy; THENCE S 710 23* E 62.2 feet to a point at the intersection of the east line of the said 113.63 acre tract with the nmth lin of Shell Pipe Line Corp. 30 foot right of way; THENCE S 20 5S''A' with the east line of said 118,63 acre tract, 33*6 feet; THENCE N 71 23'7J 60.9 feet to the point of curvature of a curve to the left; THENCE northwesterly, with said curve to the left, the radius of which is 506,9 feet, for a distance of 186.4 feet; THEKCE S 87 33""j parallel with and 85.0 feet from the north line of said Houston Lighting and Power Company 22 foot easement, 1820.8 feet; THENCE N 47 27'W 7.9 feet to a point; THEKCE S 87 33 'V/, parallel with and 90.6 feet from the north line of said Houston Lighting and Power Company 22 foot easement, 90.0 feet to tlie point of beginning and containing 1.04 acres. TO HAVE AID TO HOLD, subject to the provisions, reservations and stipula tions hereinafter appearing, the said rights and easements unto said grantees, its successors and assigns. The conveyance hereby made is subject to: (a) There is excepted from this grant and reserved to Phillips Petroleum Company those certain easeaents and rights granted by Navigation District to Phillips Petroleum Company by instrument dated October 25, 1956, and recorded in Volume 3250, page 501, of the Deed Records of Karris County, Texas, (b) That certain easement for Public Road or Highway purposes for State Highway 134 (Battleground Road) lying on and across the westerly 60 feet of the above described strip of land herein conveyed for pipe line right-of-way purposes. (c) There is excepted and reserved to Grantor in, to and respect ing the east IOC feet of the strip of land herein granted all those certain easements and rights reserved (for rights-of-way for pipe lines, pole lines, drainage ditch, conduits, railroad tracks, road ways end similar usages) unto and retained by Phillips Petroleum Company an deed to Celanese Corporation of america, dated April 5, 015785 X 1956, and recorded in Vol. 3133, page 361, Deed Records of Harris County, Texas, together with similar easement rights, here reserved to Phillips Petroleum Company in such additional area embraced in said strip of land herein granted (and situated immediately west of said 100-foot easement) as is required to connect the south ' strip herein con veyed and the west line of said 100-foot easement by a 10-degree curve* (d) Grantor, Celanese Corporation of America, reserves the right and shall be allowed to construct and maintain over and across (but not long itudinally along the strip of land herein conveyed) private roadways, private walkways, power lines, pipe lines and/or other similar lines at such locations and at such times as grantor nay desire; provided that none of such lines, structures, roadways or walkways 6hall interfere un reasonably with grantee's use and enjoyment of said premises for pipe line right-of-*ray purposes. The rights and privileges reserved and stipulated in this sub-paragraph (d) are in addition to the rights and privileges reserved and stipulated in sub-paragraphs (a) and (c) above, (e) Except as hereinabove authorized and reserved (expressly or impliedly) grantor, without the prior written consent of grantee, agrees not to erect any structures of permanent type on said strip of land hereinabove described and granted. Grantee agrees to bury below the surface all pipe lines constructed by it in and on the premises herein panted. The rights and easements herein granted shall be assignable together or separ-- > ately and in whole or in part, and this agreement shall be binding on and ir.ure to the benefit of the parties hereto, their respective successors and assigns, I-i "ICDESS 'i.nRREGF, Grantor has executed this instrument this 1 ' V.~. of_________ -', 1957. ecreuary PHILLIPS PZTRGLEU'J CO'.iPAiiY BY V vice rresiuent - ,/ CELANESE / bY N OF AMERICA III / / // ^ Vice-President 015786 I STATS CP GKLAKONA COUI'ITT OF T.'AS HINGTON 5 { c? 7 /BEFORE IE, the undersigned authority, on this day personally appeared ^ ice President of Phillips Petroleun Company, a corporation, known tu me to be' 1E_ person and officer ' ''ame is subscribed to the foregoing instrument, and acknowledged to tv- 1 , ne executed the same as the act and deed of the said Phillips Petroleum Company, for the purposes and consideration therein expressed and in the capacity therein stated. ..GIVE!-; UIDER EX HAND AND SEAL OF OFFICE this -ftey of r_ i'y, Comission Expires: //-/$-, Q . <: , > J> ysr~'r~ < ------- 'Notary rublic in and for the etete of Oklahoma. ;.y.j;7IlA L. CA'-'h'. !'CTAEV Phti-'.C ^ {*! AM2 FCr? S.VL COEm.'V X-3 i>!*< STATE OF COUNTY OF I 8 j BEFORE iiE, the undersigned authority, on this day personally appeared G. Schneider, ___________________ Vice-President of Celanese Corporation of America, a corporation, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same as the act and deed of the said Celanese Corporation of America, for the purposes and consideration therein expressed and in the capacity therein stated. 1 -L- 015787 t y^ v . ------ soxaj, '^uno^ snjdj^ 'pno^ Xtuno^ >;-i3 . . , . ' `aif aNllN2i'Sni '3 ' '. *l:;|)JM oaoco \`.z\ _' oti`|' pca/cp Dui `uoisnoH 10 r> pas puD pyo-,| Aai SSyNil/A ' /.-ynoa pni Kj'y.'^ JO pjuMJ jo JJ-z aC.^ --...PA Y-V.5? .~iD/~6l '-------, ',.r.-------- u0 \ y.'1v i"'11 'w .-opo ^- rj) io *--6i ' --, i ( /-------- 1 "i--i) u; uo iDnvCjj jg; D;1 ? so*> uoi}D3`juaij;/*>o jo ,03 L 015788 j 4 *3 6 7 I '*9 10 II ' 12 13 A4 15 1$ 'IHTi-iI 191 f..n2o.11 Si ; 24 i ,2Si iai ,* 'a , 2911 ' 30 3l' 32 j 33 34 25 * 3$ C7 S3 ; 40' -A 42 *43 44 *47 a 511 io. mf /, |. IlM ll IL f Ijuaton Utbtiaf A lomtr Co. Si *4 4 Itof. Stata of Iif Took, County of Cnondaf*. too* all m by tbaaa praaonta: That I, J* B. Aina, ad c. 2. indram of ______ County, taxsa, for ud la oooaldaratioa of Plru SdIIatu ($3.00) to m (ujJ In bard paid by Souoton Udhtlnf A fouor Co. hart fruntad, nil tad aoarayud io4 by tbaaa praaaota lo ;not, nil and aonray, unto Uo nil Colony, aa <not or rl|ftt of fay for an alaotria tranaalaalon and diatrlbutlnf lino, aaoaiatinf of rarlabla ouAar* of wlraa **1 jaooaaary or . ,4 . . .* finaludlnf tout** or polaa aado of food, aotal or otbar aatorlalo, tala*. - alfraph tiro, propa and juyu), * * boot tba looatlon and aloof tbo itaordi toano dcv looatad and itinl out by tha uli Coquy wr, aoroaa and upon tha folloUnf dtaorlbad landa looatad la Surli Couaty. fnaa, to-olti d oortaia truot of land lylaf la tbo Soutbvaat portion of tba drtbar UaCarmlat Laafua, ibotraat lo. id. Barrio County, farm, u daoorlbod In Toluao 513, pafo 839 of tba 5wl Booorda of (all Couaty. i twonty too (12) foot uaobotruotal aaaaaant aoroaa tbo abort auotUMd ^aa aboun by tba flold notoo attaobad bar*to and oada a part barof.,toftbar oltb tbo rlfbt of lafrooo tad ofToao orar ay (or) adjaoont lnjda to or fro* mid rlfbt-of my for tba purpoaa of oooatruotlaf, rooonatruotlaf, laopootiaf, patrolllaf, boadlaf dm olruo on, oalntalnlaf and raaarlnf aald lino and appwtaaaauoo; tha rlfbt to rvlooato oloaf tbo aaao fanorul dlruotlon of tall linaa; tbo rlfbt to naovt fran aald landa all troaa aad parto tbaroof, or otbar obatmotlona. ubleb aodaafor or oay laUrfaru vltb tba afflalanay of alf lina or ltd appurtanaaaaa; aad tba rlfbt of aiarololaf all otbar rlfbto baroby fruntad. to baro tad to bold tbo abort daaorlbad aaatatat and rlfbto onto tba aald Coapony, lto wooaiora aad aaalfna, util aald Ilia aball bo tbuadanad. lot aoro than (flat) % polao aball bo arootod aloaf tbo oouiao of aald Uao ulaaa tbo aald Coapoay, ita auaooators or aaalfna, aLall pay to ao (aI m (our) balls and lifml rupraaaat*- tlrao, at tbo rata of Qna Dollar* (|l*OQ) for aaab tooar aad Ono Dalian (fl.OQ) for aaab polo truatod la aaaaa of laid auabor. aad upon auU poymet tbo aald Conpuy, lto auooouora or uolfna, oball hart tte rlfbt, aad tbo rlfbt U bonbj fruntad, to oroot tovaru aad polao aloof said oouroo la axoaaa of aald nucdar. dad I (m) do baroby bLad ay* alf fouroalvao) ny (oar) balri ud lofl roprooontatlrao, to omrrut aad fororor dofoad all and tlnfular tbo abort doaorlbod aaauut aad rlfbto unto tba aald Colony, lto ouoooaaoro tod aaoifno, afuliat ovary parooa obouoartr larfully alalalnf or to alal* tba aaao ar any port tbaroof. ffltaaaa our hand_thla 9tb day of Outobar, 1986. 3. B. Bloo, V. ! laimo, Baalad and dollrarod lo tba protonsa of; D. 3. Irua, lotary Publlo. ~~ . Itato of 1,7. Oooodafu Ootmty, Baforo m, Donald I. Irut, a Salary ?ubllo, la and for Onondafu Couaty, I. 7. on tblo day paruonally appaarod 2. 1. Blao 4 f. B. dndruvu Eaoau to oo to ba tba paroono Uoaa naota ouboorlbad to tba forofolaf laatruaaeto, and aocnooladfud to m that thoy oxooutad tbo omo for tbo purpoooo aad aooaidaraUan tboruin axpruaaad, Clraa undor mj band and aaal ef offlaa, tblo ttb day of Ootobor, A* D, 1923* D. t. fruo, lotary Publlo, teiondafu County, loo Tort {Saul). Plaid Iota# of a Twanty fro (22) foot Coobatruotad Zaaaaaot daroaa tbo landa of J. B. Bin* aad V. &. indrum. In tbo Arthur, ltoCoral at laafuo, ibatraot Bo. id, Barvla County, rzaa,aa Saaorlbid la Toluao 318, pa jo 569, of tba Daad 3aeorda of oild County, Coananalaf at a point on tba rat 2im ot ;at 2Laa A djdraru tract, lo tba irtbor boCorulob Uifua, froo rbanoa tba Soutoraat ooroar of aald laayua lUi South ild fait diatant; fbaooo 2aat (tiua aarldlin rarlatloo 83 53* Saat) a dlatanoa of 2152.T faat to a ^olnt on i] Qaci N-m*--Art. <MC 015789 ctmneo cow comncdte STATE Of TEXAS COUNTY OF HARRIS Tha 4 i trva and oorroec oNotocroh oonr 4 tha arlfinat itcoea, nour Ia my lawful cuatodr and oo.iaiitoiv fltad on tha rfaia turned tharaon and racnrdfd tn th Raco4 Vo^uma and Prga aa itamrad iAarton. | harifty ea^vfy on MAR 9 1973 *. L TUKR1MINC, JR, COUNTY CLEkK HARRIS COUNTY, TttdS Uoeuty EASEMENT ! J.B. HINE ET AL TO H.L. & P CO, j 22' WIDE 10/9/25 572/511 D.R. j TRACT NO. (20) ON DWG. NO. C-ALL-5A05- tJL-i L . MCCiilS Lx./ O 75-SC --7 -< T?sr 512 tla tut lla af Mil 10(1, aaao laiaf tu Tut liaa af Ua luii of J, I. Tina: naaaa Tarts IS* SO1 tut alaaf tall tut lloa Uataaaa af 4 ftat ta a palal; (Sanaa Paat ftraa aarlUaa rarlattaa >* 30* tut) parallal ta nl touts too fU) foot (ljtaat fraa tSa SaatS liaa af tala aaaaaaat a ilitaau af Eltl.l faat ta a point u tSa Taat Uaa af aau praiartn (Sanaa Jottl aloof aa!4 Taat llaa a Uataaaa af It faat ta taa ylaaa af aaflaalaf* t | 1 I t* I; i lout** U|htU>| 4 htir ot lowtan, tim* td(iaMrU| Saf*rtM&t *Ut. Oukatniui tuiMt mood froyrtr al J. I. Um 4 V, ft* i4tn a& ) 1. liM tfttu* UsCsrmltK nm; fimk li*Uai. kUi 1* 1000* M/ W, UU. UiUk I fllai far nfi far.14,1ft! at UitO l9T.lt,im t iilO '!< *! (ULvJ-<j't-USMJU*9 .Clirt Cautr Oo^Tt,Karris So* t^tuui ____Saiotf. I tat L ct'tTiTito coav eetriftcare STATE OF TEXAS COUNTY OF HAAAlft Th forsjoinf lc I i/w# SA4 nttmc 04tvrsom* coty of ttif ar'cmsl rrcera, no* in my iful fluitMy nd paatMjKMi, f<(M on in* *( *t*r.rd ir.ruan ins m tn AkcofS, YoH/mo IA4 Fy <i sumps* WsfASA, I unit* on MAH if 1973 R. t TUAftCNTlHe, JR* COUNTY ClC*< HA^AiS COUNTY, T^a5 0,.ry j *ai2& 015790 3 D700054 STATE OF TEXAS ^ , orcommr hajwis SP-ZI-7Z nj J, I WOW AU KDi T TKCSE f RESEKTS i i 7eJ9fls Ljr | ,, 350 : 150-40-1137 v D9 THAT Humble Pip** Lin* Company, Delevers corporation domiciled In Houston, Karri* County, Tax**, for and In con*lder*tlon of On Dollar ($1.00) to It In hand paid by Houston lighting 4 Power Company, hat, and by L- that* presents do** grant unto Houston Lighting 4 Povtr Company, it* *uec***or* and a**lgn, an aerial right-of-vay for electric transmission and diatrlbutlon line*, conalatlng of vlrea, over th following d**erlbd land* located la Harris County, Texas: 4.*52 aer* tract of land and a 1.44 acre tract of land, In the Arthur HcCormiek Survey, Abstract 46, and being the am* property described In Inatruaent recorded in Volume 7452, Pag* 203, of th* Dead Record* of Harris County, Texas, ict) The easement herein granted is an unobstructed serial easement from t plane thirty-five (35') feet above the ground upward, the locetlea of which is shown aa a croes-hatched area on Sketeh Ho. 72-373, prepared by Houston Lighting 4 Power Company, hereto attached end made a part hereof. together with the rights of lngreea and egreae to or from said rlghwof-vey for ?> the purpoee of constructing, inspecting, repairing, nalntalnlng, and removing aaid lines. ATTEST t VXTVESS our hands this the 6th dsy of September 1971, HUMBLE PIPE LIKE COMPANY / Secretary, ; f? t* rt * * STATE Of piXs,. VV '"'.`V. COWTTT Or liAfjRISj 5 I. ` 1 'VS\. .**' BEFORE KE, the undersigned authority, on thle day personally appeared R. L. Wallint . known to no to be the person whose name li subscribed to the foregoing instrument is VICE PRESIDENT of HUMBLE PIPE LINE COMPANY, and acknowledged to mo that ho executed the same for the purposes and consideration therein expressed, in the eepeelty stated, end so the act and dead of tald corporation* 6TVEH UNDER KT RAND AND SEAL Of OFTICE this the _6___ day of S**t**h*T A.D. 1 1172. .72n?iaei^i<Sturry] Public -S in /ocL-for -UU.exrrie County, Icbcki Wjr Oemnenlee bs**, Am* u\y7j '- ' v ` \` foi *>y*1 CERTifiCD CO*Y CCRTifiCATE STATE Of TEXAS CCu >TY or HARRIS lh P'. 0> '* ,S.* 1, > m, 4* '.`IK Ml |#* c,,;*: | "V*^*** 1 *i V.4lti.lt, I tkMil, <, ( tn, ,,t(n > UtAUItCIHM 4j , U4mo4 y 1373 fi r Tij-'crNTiNr jo EASEMENT HUMBLE PIPE LN. TO H.L. & P CO, 15' WIDE AERIAL, 9/28/72 150-40-1137-40 C' TRACT NO, @ ON DWG. NO, C-ALL-5A07-E 015791 ' ."HI 150-40-1138 I ioou vnai `NoisnoH ooti xoa o j unit!03 mu i aHUHon HoisnoH -p 1 ^oTNarnaa :t { t( t l i I 1 a CERTIFIED COPY CERTIFICATE SMU Of tckas CJui*TY Of HARRIS lot it lull, iiu. < cmit<i pnotot'konx coot < in* or jal <roitf r^ m n, . lui cwt<04i sotttK t tK* ti" r i' iaiO'1 in l** 011'' i*l Pu"('< P0I<* it rtil >'VMH| ' *T tll'to r ' ui.iT- m Miuiolum idtniiliciliuA humor *i utmo*4 l.jiii.r, I ncrtbf ctiuii oa ci "i37o R F TUTRCNTINE, JR.. * u w o .. i u:i' \ hA..:,lu C-UNTY-TCXAS A- 015792 ct^Tinco copy ccatiftcmc STATE Of TEtAS COUNTY OF HARRIS In* *o>* it igII liu*. *4 :o<>fd pl|<*oh* co *1 in* >ir<n*l xtarR f' " ' 1 !*-:*( (UIIM) n 90>w.iun *t in* t;- I HCKC.4 in in* (Jl'Ci.i lsl-c n.CO'Ot ct *** m my 9(1 iCt nt lrti.ri4 u c .ceuim. *n4 nmf KtM'ttctv.wn NumMf at t\ma*4 tni.in i fttuCf ((Mil* on l.,An 9 1373 R. Z. TURPENTINE. JR.. C-Ur'TY CLERK HAirf.i: COUNTY. TEXAS 015793 = 150-40-1 MO !j i- 3| mn t mu | UJMW Ml { t *** i*h tm mwwi ncn * *<* 4m i*4 t m --4 tmM H M MCIIMI. < 4* 9*W|I< SEP 2 81972 Hum county. rwi i U> i 1 _3 CERTIFIED COPY CERTIFICATE STATE Of TEXAS COUNTY Of HARRIS 'h* *&' ' Nil tf0. n4 or(t<t Na<(f4r>le <oo, < m l4tw* ' "* mr 'Wni euitc4y * pon.no* i in* un, ,> ncorati m in* C-I :i4i fgM.< cl HI Pro-*,tf in *, al(l{f lrt( f,n,,*4 c" 1 c'ji.im r Uicioiilm ioMiiKtien lu/itoor n nam04 I. ( *4i| tnuif on I) c- L._ 015794 A // IIM01HM 1 y "J M* CcC'2063 G30961U IS B pg 22.20 |*A ntl.tt KLCOfiOS UCENS8 AGREEMENT 5350 nw 38CELANCSf CORPOtATIONOP AMERICA. I DvUwmrotfeniion, (hemnaifrinnn inane* ) haemf oAtfi it HJ Tif'h Avenue, Nr York. N Y . m rnm>,tffii>a nf ih* aum of |l no and eaher good and valuable rovMidfnr*v nerfi of hh la hereby aciryvwlHeed. an<J the nwwl frwt herein cot* rtwrd don hereby n* t* HCU3T0N UdfTIJfO A/ PCCT COfffUfT L*~ a Tju forpuwrtoa. hivm| otfccti * St (hemnaAet ailed *Urenree") llren* to cwnrurt. Inrfilt. vie, opertfe. maintain md iM WbwiAf: ft 69 H povor lino to tho prmlaoo of Uaoo ?ol/vor Company (hrrtmiftft filled (h( "facilitim on that portten of the pre-perry of C< linear, hrunded ind de*nbed ll 4folloftt: k onohundfod atchtean and aijetj-threa hundredth* (118.63) acre tnat of lxnd in tho Arthur HeCoraick Surrey, Abitract No 46, dialgnitod snd deicrlbod ftt Tract Ko l Ln daod dated April 5 1956 frc Phillip* Patrolavo Conr**\y Vn Coianoso Corporation of Aaerica, raeordad in Yoluoo 3UJ# Taga 361 of Harm .,. County Dead riecords. "V powor lino constructed heraundop shall bo along a course haring a cantor-' Lit,# described as follows, all ccortLinatos and baaringa bo Inc rafarred to tha * Tftjcfts Plano Coordinate System South Central 2ono aa estabUahod by tho US Coast and Coodotie Sunroy in 1934 and basod on tha potitlon of U S C and OS. trlangulaticn atation *Inlot 1936*t I 3*253,403.95) T ft9#015O6i Bacimj;c*t a point hawing coordinate X - 3,?lO049.1| T 739,487.7 in tho southarij lino of Celinasa Corporation of America1 a 118.63-acrs traet and tho northerly Un* of tho P T A A RR rieht-*fway, said point being located 100 foot ; veatorly fro.** the east proport/ lino of laid 118.63-acre traet; (SZZ fUD2t 1 attached) ' ; and in addition the nito of ingre* and t;m in and evee tail property of CeUnne far the enjoymaid of the ;. rijhfa and privilege! granted hewn. N 0 liceniet ifreel tn indemnify tnd mt* hirmleii OUnme. in luftruon end utigna of. from md again* any md ill iettet, <!uma, aetiona /udememi and June cm of nrry kind md dnchption including i|gry to or dmh of my prrten of petma and iniury to Of dmtnjdion of fropctTr, ml of pemnnal. Including it* property of Calincoe. im furenton or nujcr.s in any minnei hit^or*fr. ind futiher acim any tntrccu <e the Are. ciMtfry md nhrf inninnce run or premiums of Crlin*. in mcmiton or uurnc rauwd by or incident to or connected with the M*lltiorv mf. ofention, mamfenjixr and intpernon of the /toiitiei oi\ or Of undet the <urfact of ihe property of Cetane**, in iurtrn or imini oe immediattfy idiicmt theme. Icenme, si (urceimn and ampni, auume efl ntk of. and acree to piy Cclinear. tto acrnfi and emplrrm anv I damjcti multin| from injury of damact to pcrwjni oe pmferty m my manner yn?*int out of iftittllitMXV 1 ' ranrtfurtiorw e, oferatima, maintenance and inipertion of the facilities i , Celine*, iti Mcm*o*s oc uiijena ihalt nsi be in any *oy mponiible foe any damape to the uid fvitioe* Of any port thereof reyardkii of hou ee by *hom rawed. i' \y\) The njthrt hereby /tranted may be terminated at any lime by tnhef party, ei merer ton of imjtni on thirty ()0) dapi pnoe onttra nefice mailed b< the other parry oNkN ncsitt. tocher *iih in itfiJuif ii to i(a mailinp. thill he duly recorded In (he real property record In hich ihn nirement la ttcordfd. m ohicfc mnt Uctntee thall. a( the re^imf of Cflincte and it the rmf md ftpenK nf lifTftMC. temm the facilities tl Celinne require* anr ch"cm in the nature, l ilion or oprrj'inn nf ihe fifihtm, Lcmwe it tft **n ro- " ; and npeme will elfrctuatr auch thanpea. In the rrmt of mch remoii or xjcA chi/iptt, Lictnxt mil ilso d ' Hi on cod and npetue mfor* the property to the condition in ohh it *a before tn* facilitiea ntre <on*- Rtuctedoe ifiKilled thereon. Upon fulurtof Lkm^fe to remove the facilitm, eifecruift wchchintmoemeort If* property, u the rise may be, oiihin thirty days afttt the ndm| of a wnttm nefict rryunriny the lime by ' Celineae to Licence al rta iddtoa u hereinbefore ihovn. C/Unear. <h rjcmaora of taifm kSsJI ham the rche to remove the facilitm. (ferhrac* mdi chanpm Oe mrorv the property, aa the cue may be. rt the open* f Uceruee. ' 1 :1 L,fu. '"'rl THE STATE OF TEXAS > COUNTY OF HAflR!S ) 1 neRt</ rvr mi -i* jtiiva inO lirrcainf it l Nil. urn, and cohkA pnmc.T ?;/ oi 'ne n it fecnm n3 nmruruic nradr and VC'.it.. in. i.' j cn in^ 2: t j; *Jiereon ind aa tHi uni it in.i.-;d in n .of:si t ^r-jroj in n<r o`<'Ci ml ot.'juves on M.roi.im. iaj fu. na ^icroi.m iuejiti(icau<;n numoar ai tumpad ::,afscn, I nraay unify on MAR 14 1973 R. E. TUHRENTINE, JR, CRUSTY ClRK HArmlS COUNTY, TEXAS Deputy EASEMENT CELANESE TO H.L. & P. CO, 50' WIDE 12/20/63 5359/33 TRACT NO, (22) ON DWG. NO, C-ALL-5^: 015795 J Otl U hLCOfiOS vn 5353 tut 33 nau 1 imiCS frat tho point of b6i.rning 20* 47' 20 i 295906 foot to * point baring coonUuto i - 2,242,744.4| ! 708,^24.0) TKSICI H 28* 54' CO* M 122.54 faat to a point baring ooonUnat* I 5,242,685.8) T - 709,0210 In tno northarl/ Una of aald, Ufl,63-*ara traot and tha aoutharl/ Un* of Klllar Cut-Off ' ' Rood and oontalning 2.294 aorta of land. Cald routa bolng atom on ahatoh Ho lA-15858-Xa proparod ' bf Hooaton Lighting 4 rotor Coapanp horotor attaohod and aarfo t part horoofa . *, . fHE STATE OP TEXAS ) COUNTY OP HARRIS > i heresy crn.fy iht im dfiove and hf*to<nf <i full, ina, end correct fr. o c^rgo- c 33f of M'd cr ' hJi re:3'd now m my'a rfui cuslody and to->#*?.an. Mud on ('a r'fae tiiTO-aa therm 4h<j 15 re urn# if n-p'Jdi in nj "ecoroer * m my once anl preserved ofl r :rjf. .1, << J fie mcrar.M ue(Ui!iC4CK<\ rtvin94f 44 lumped t.'mo.t. 1 entity an MAR 1 'J 1973 R. E. TURRENTlNt, Jf?,, COUNTY CLERK ly^HlS COUNTY. TCXA3 D* f>uty i' i m6j 015796 TW kite henif (need w isp^la nfoa 'At poor vnra awn** W rAnn*, la Umxt "'"'P` OtLD HLCOROS t vn 5359 44IJcvMM will pf dJ am liw /W iMtt Frdmi, jM or tool tfoa 6* fdlidh net T>NIkvM*ranttj'Mttafollow^*Jdido**Jkmv*4rondrf>onj: that Cla/t KA/ it a/If tiM a >3 dk}* notic# r4t or hart #r*t#d on tha portion of lh pr*! Uoa*i brundr rillnodi, pip* LLnt uxi itrueturai rvlttad th*r*to or any othtf mm --vi of fAaiUUfi a*o*iAr7, in CoIaaom1* to Mi-riot ltc /mIIIUm* , . ! !. . ' | j "J , jo-;* Nadm a h* gM* hmosJcr ifatfl bt u*l/d a da raped** pairia a tfwio addrem a lid ibm j ' -I diifliiormaaheyaafy<feaa|tdbyaodatoowtiafr ''is u It k \fmi (Ka A* Ior^|^A| k tba-Mm eoand b**re th* pa/t<* hmw tad tfc* 6U vdnai i|r l k ejmplat* ia td ia m tad pcwMaa aad cu ba aodM aal? by aa i|maot la vridoj kf <* puwbna* IN 'WITNESS WHEWOF Cbt puifci fcmto hnv anrW tMiifmaari aad ommd Mr arpaaa ntii ia b >cd 4 >1 .' | ` Alj !* a-- ;: *r/ jJl t, ' / J i ..d , s<kXUSl\.\ \ 't:\. * a I nV.**` ^j^LWM COWOIATON Of AUZUCA -- \ ^Zc6^-cH)lau--* ATism f-?--*-v---M------M------ . -'ia* ^ *: .v/.v' ' !! i -1 thj 3tat* or nhv torx | COUNTY OF NW TORX ^ ' 81F0RS K3, the underelgned Authority, on this day peraonally appeared A, R. Cochran, vto* President of Celanaaa Corporation of , America, a corporation, known to m to ba tha peraon and officer whoaa nano la eubaerlbed to tha foregoing Instrument, and acknowledged to me that the ease waa the aot of aald corporation, and that ha..* >. executed the tamo aa the aot and dead of auch corporation for i purpoaea and oonaldentlon therein expreaaad and In the oapaolty'the'rale atated, ' jJi* ' * 1 ' t*\ ^ ^ Olean under v hand end eeal of offloe, thle^^'^daj. a/. poteen, 193. I, '&f. ^ mTrf-tfn? I' County, ' ^ '4`yV/7^ , RETURN T<3e /" \l u 1/ M0Hf0N ' T^AI &***! -i; kwi ;kii THC STATE OE TEXAS ) CO'JNTY OF HARRIS ) ,'"3'0?'e ... ' *1' *J ' is jri'ed 5. 3u s fec5, iuii. iru*. na fwTFCt jfij is m u n* 4,n 'fl* Ireful CUitOd* A(t n ny c:..c$ and cfejsrtfd nn MAR 1 -1 1973 R- e. turrentine, CCUNfT CLERK HA^rrts coun^t, Texas C*puty 015797 THf STATE Of TEXAS ) COUNTY OF HARRIS I I h-<to c-Y r*bo< aid lofei)N| la lull. uut. wid eorrwt efu.i : .cn< < 49* ol tr r>|u*i rco<d ><> ** <r>l Ivclut cuitMy J ts\i *wfl. tii*a 9A ami j tnvtafl aid i in* uma if cat a <* tat ftrcerear t iyr&rai <n <nr eiftca and m r<rr'um. iwi **.* *>teri'.<n i tampi tftarton. | fcarabi c*nfjr eo MAR 141973 R E. TURRENTlHE. JR, cc,nfy clerk 3 COUNTY, TEXAS v'' 015798 i'jrcr.asc aanau Su_: < t1 t.non Tainr.cso Ccrpcruti: Poivny i c:c. , 3 .A. Soltcx Polymer Corr:rv (Buyer; , for 5a I e - : 5 HiCjii Density Polyet.ty 1c a:. L ; 1 a r. o s c Closing November 1: Closing Dsciner.ts A. Deed 1. Indenture of Transfer 2. Pobert A. Longman's Opinion 3. Head & Kendrick's Opinion 4. Trademark Assignment i. Contract itn i-oustb" Pi..: and Line Company, ? .-.ill its Petroleum Com,cany and Valley Pipe Line, Inc., dated October 3, 1?~2, relating to supplemental supply cf natural gas. 6a. Soitex and Celanese nature* gas standby agreement inventories ~ir.us tre 1:11. * . i.: . 9. Celar.ese Ass .gn.m.en t cf Casem.en ts to -cltax 1. Letter relating to substitution of Prcmiascry Nets 015799 / t 12. Letter relating to extra ethylene from Celanese 13. Letter from Celanese re Summit Equipment 14 . Undertaking 15 . Official Bank Check in Federal Funds 16 . N^te and Guarantee 17 . Solvay's Performance Guarantee of Collateral Agreements 18 . opinion of Buyers U.S. Counsel 19 . pinion of Solvay's Belgian Counsel 20. Letter re right of first refusal on Trademarks 21. Ethylene Supply Contract 22. Purchase and Sale' Agreement 23. HDPE Conversion Contract 24 . Nylon Plant Operating Agreement 25 . Nylon Plant Confidentiality Agreement 26. Nylon Ground Lease 27 .. Letter re advances by Celanese 28 - _,etter re Employee List 29 . Letter re Epolene Wax 30. 1975 Revised Sales Plan 31. Letter re Hopper Cars 32. Hopper Car Management Agreement 33 . Letter re Plant Radio Equipment 015800 THE STATE OF TINAS I KNOW ALE MEN 3Y THESE PRESENTS: COUNTY OF HARRIS I That Ceiar.ese Corporation, a Delaware aorcoraticn with a permit to do business in Texas, nereira: ter railed "Calar.ese", for ar.d in consideration cf the sum of Ten Dollars iS10) and other good and valuable consideration, the receipt ana adeauacy of which are hereby acknowledged, r.ereoy GRANTS, SELLS AND CONVEYS unto Soltex Polymer Corporation, a Delaware corporation, .terainafter called "Soltex", subject, however, to the exceptions in.d reserva tions hereinafter described, ail of the following tracts or parcels of land lying ir. the Arthur McCormick Survey A-46, Harris County, Texas, and being mere particularly described by metes and sounds as follows: TRACT I: BEGINNING at the ooint of intersection of the center line of State Highway No. 134 (Battleground Road) and the center line of a SO ft. road known as Miller Cutoff Road said point also being in the Nest line of the Arthur McCormick Survey A-46, Harris County, Texas, and in the West line of Tract A of that certain deed from K. S. Adams, Jr., a/b/a/ Rio Hondo Oil Company to .Phillips Petroleum Company, dated April 4 , 1956 , and tiled for record under County Clerk's file No. 1530577 in Harris County, Texas, said point being N 2 29' W 5713.8 feet from the Southwest corner of said Tract A; THENCE N 37 23' E with the center line of said Miller Cutoff Rid 2003 . 9 feet to a point in the East line of said Tract A; THENCE S uO'' 55' W with the East line of said Tract A 2193.9 feet to a 3/4'-' iron rod, the Northeast corner of a 3.54 acre tract conveyed to Houston Ligntir.g and Power Company by Belie A. Crapo at al March 10, 1952, recorded -r. Volume 2419, page 524 of the Deed Records of Harris County, Texas; THENCE S 3_0 33' W with the North line of said Houston Lighting ar.d Power Company tract, 2'33.4 feet to a point in the canter line cf State Highway No. 134, said point being also in the Nest line of the Arthur McCormick Survey ana m the West line of the abovementioned Tract A; THENCE N 2 29' W with the center line of said State High way No. 134 and the.V.'est line of Tract A, 2C10.0 feet to the place of beginning, containing 113.63 acres, more or less. TRACT IT: BEGINNING at a 3/4 inch iron rod set in the East line of Tract A, referred co in Tract I described above, ar.d S 20 55' 31.7 feet from the Southeast corner of said Tract I, and heim also me Southeast corner of that cer tain 3.54 acre tract cerveyed co Houston Lighting and Power Ccmoanv by Belle A. Crapo ec oy deed dated March 10, 1 mi, recorded in Vol. 2)19, page 524 of the Deed Records of Hams County, Texas; THENCE S 20" 55' W with the East line of said Tract A, 3097.1 feet to a 1-1/2 inch galvanized iron pipe with an aluminum cap; t 015801 r\ THENCE S 88 05' w 370.4 feet to a 1--1/2 inch galvanized iron ?ipe with an aluminum can set in Nest line of sairi Tract A and on the Southern extension of the center line of State Highway No. 134; THENCE N 28 29' w with the Nest line of said Tract A and with the center line o* State Highway No. 134 and the Southern extension thereof, 2334.6 feet to a point in the Western extension of the South line of the said Houston Liqhtma and Power Company 3.54 acre tract, said point beir.c also S 2 29' E 75.0 feet from the Southwest corner of the above described Tract I; THENCE N 37 33' E with the South line of said Houston Lighting and Power Company 3.54 acre tract and the Western extension thereof, 2100.3 feet to the olace of beginning, containing 96.36 acres, more or less. and being the same land convened to Celanese by Phillips Petroleum Company, her-inafter called "Phillies", by deed dated April 5, 1956, recorded Volume 3133, cage 361 et seq., of the Deed Records of Harris County, Texas, subject, however, to the following: (1) The easements reserved to Phillips Petroleum Company and to a full one-eighth (1/3) nor.oarticipatinq royalty interest in and to all oil, qas and other minerals which are described m the above described deed from Phillips to Celanese. (2) The conveyances by Celanese and Phillips of a 56 foot strip of land containing 2.74 acres to Harris County Houston Shin Channel Navigation District for use for railroad purposes, said instrument being dated March 14, 1957 and recorded in Volume 3691, page 595 et seq., of the Deed Records of Harris County, Texas. (3) The conveyance by Celanese and Phillius of a 14 foot strip of land containina 0.69 acres to Harris Countv Houston Ship Channel Naviaation District, said instrument being dated March 14, 1957, and recorded in Volume 3691, page 591 et sea., of the Deed Records of Harris County, Texas. (4) Conveyance by Celanese to humble Pipe Line Company of two tracts of land, or.e containing 2.452 acres and the other containing 1.46 acres, together with the reversionary interest of Celanese in an additional strip 14 feet in width containing 0.6896 acres, said instrument being- dated December 16, 1968, and recorded in Volume 7452, cage 203 et seq., of the Deed Records of Harris County, Texas. (5) Right-of-way deed from William T. Andrews et al to Harris County Houston Ship Channel Navigation District Granting the right to construct a railroad across 1.73 acres of land, being a strip 100 feet in. width, said instrument beincr dated August 24, 1951, and recorded in Volume 2329, cage 610 et sea., of the Deed Records of Harris County, Texas. (5) Easement from J. 3. Mine and w. R. Andrews to Houston Lighting ar.d Power Company covering a 22 foot strip of land immediately adjoining to the North the 3.541 acre tract owned in fee by Houston Liaht i Power Company and which lies between Tract I and Tract II hereinabove described, said instrument cei.ng dated October 9 , 1925, ar.d recoraed in Volume 572 , pace 511 et seq., of the Deed Records of Karris County, Texas. ;7! Easement from J. 3. Mine et al to Harris County granting several easements including that upon which State Highwav No. 134 .oas been constructed, said instrument beina dated July 3, 192R, and recorded in Volume 773, page 305 et seq., of the Deed Records of Harris County, Texas. I 015802 2 '3) Easement fo*- nioe line purposes from J. 3. Mine et al to Shell Pipe Line Corporation'coverina a strip of land 30 feet m width, said instrument beinq dated November 2, 194?, and recorded in Volume 1261 "oaqe 738 et seq., of the Deed Records of Harris County, Texas! ' (?) Easements to Defense Plant Corporation for oiDe line purposes described as follows: (a) Grantor: Guardian Trust Company, Trustee Dated : June 3, 1943 Recorded : Volume 1282, oage 352, Deed Records, Harris County, Texas (b) Grantor: W. J. Howard Dated: June 11, 1943 Recorded: Volume 1273 , page 3 65, Deed Records, Harris County, Texas (c) Grantor: J. B. Hire et al Dated: June 16, 1943 Recorded: Volume 1300, paqe 96, Deed Records, Harris County, Texas and which pipe lines are also covered by the following easements to Texas Eastern Transmission Corporation: (a) Grantor: Wm. T. Andrews et al Dated: August 31, 1949 Recorded: Volume_1985, cage 249, Harris County Deed Records (b) Grantor: W. J. Howard Dated: September 25, 1949 Recorded: Volume 1935, page 254, Deed Records, Harris County, Texas. (c) Grantor: Florence A. Rickenbaker et vir Dated: September 24, 1949 Recorded: Volume 1985, page 256, Deed Records, Harris County, Texas (10) Easement for pipe line purposes covering a strip of land 10 feet in width executed by William T. Andrews et al to Warren Petroleum Corporation, said instrument being dated March 23, 1951, and recorded in Volume 2292, page 576 et seq., of the Deed Records of Harris County, Texas. '-!) Easement for pipe line purposes covering a strip of land 20 feet in width granted by William T. Andrews et al to Gulf P.efininq Comoany and Gulf Oil Corporation, said instrument being dated August 6, 1951, and recorded in Volume 2323, page 119 et seq., of the Deed Records of Harris County, Texas. (12) Easement for oipe line purooses Granted by william T. Andrews et al to United Gas Pioe Line Company, said instrument being dated September 28, 1951, and recorded in Volume 2350, page 295 et seq., of the Deed Records of Harris County, Texas. (if) Easement for pipe line Durposes cranted bv J. 3. Hine et al to Humble Oil & Refining Comoany coverina a strip or land 30 feet in width, said instrument beinq dated June 3, 1937, arid recorded in Volume 1059, page 159 et sea., of the Deed Records of Harris Count/, Texas. ______ v I 3 015803 '*^0 Easeme.nt for electric transmission and d tnbution line from Celanese to Houston Lighting 4 Power Center,, covering a strip of land 92 feet in width and 110 feet in length, said instrument being dated May 2?, 1966, and recorded in volume 6333, page 596 et saq., of the Deed Records of Harris County, Texas. Easement for pipe lines, pole lines, conduits, drainage ditch, railroad tracks, roadway and similar uses covering a strio of land contaminc 0.132 acres, granted by Calanese to Phillips, said instrument being dated February 26, 1963, and recorded in Volume 5061, cage 293 et seq., of the Deed Records of Harris County, Texas. tic) Easement for pipe lines, pole lines, conduits, drainage ditch, railroad tracks, roadway and similar uses covering two tracts, one containing 0.0614 acres and the other 0.2139 acres, granted by Calanese to Phillips, said instrument being dated August 12, 1964, and recorded in Volume 5628, page 353 et sea., of the Deed Records of Harris County, Texas. (i~) Easement for railroad purposes from Texas and Hew Orleans Railroad Company to Harris County Houston 3hio Channel navigation District, said instrument being dated January 30, 1953, and recorded in Volume 3691, page 611 et seq., of the Deed Records of Harris County, Texas. I -S) Easement for pipe line purposes from J. B. Hine et al to Shell Pipe Line Corporation coverinq a strip of land 30 feet in width, said instrument being dated February 15, 1943, and recorded in Volume 1261, page 737 et seq., of the Deed Records of Harris County, Texas. (19) Easement from Phillips and Celanese to Shell PiDe Line Corporation for oipe line purposes, said instrument being dated March 14, 1957, and recorded in Volume 3696, oage 691 et seq., of the Deed Records of Harris County, Texas. (20) Easement for electric transmission and distribution line from J. B. Hine et al to Houston Lightina and Power Comoanv covering a strip 22 feet in width, said instrument bei.oa dated October 9, 1925, and recorded in Volume 572, page 511 et sea., of the Deed Records of Harris County, Texas. lC. ? (bl) License agreement from Celanese to Houston Lighting Power Company coverinq a power line on a 50 foot strip of land ated September 27, 1963, recorded Volume 5359, Qage 39 et sea., of the Deed Records of Harris County, Texas. (12) Easement from Celanese to Union Carbide Corporation for a Nitrogen Pipe Line, approximately 748.82 feet in length, said instrument being dated November 1, 1974, and recorded in Volume , page et seq., of the Deed Records of Harris County, Texas. (?i) Easement from Celanese to Phillies Chemical Ccmoany for an ethylene oioe line over a designated route within Tract said instrument being dated October 22, 1957, and recorded m Volume 3433, pace 163 of the Deed Records cf Harris Countv, Texas, and said easement beir.q assigned by Phillips Chenica. to -vaii.-i^ Petroleum :to::or.y by an Agreement dated September 2 5 , 1 9 6 3, recorded in Volume 5312, page 413 of the Deed Records of Harris County, Texas. (24) Easement from Celanese to Texas Eastern Transmission Corporation for constructing and maintaining a pipeline catr.coic protection unit, said instrument being dated November 20, 1959, and recorded in Volume 3839, page 317 of the Deed Records o. Harris County, Texas. (25) Easement from Celanese to United Gas Pipeline bemoan1, to construct, maintain and operate a meter station with all "appliances appurtenant thereto upon a site in Tract II, said instrument being dated January 6, 19/0, and recorded, in Vo_lj-me ^_ page 11 of tne Deed Records of Harris County, Texas, 4 015804 (26' Any and. all other o iscnrr.ts, riahts-of-wa^ and licenses of record in Harris Court',', over, under or across the above described l.-.nd whether or not hereinahbeorveeinasbpeocveifiacnad llivts dreesccorirbded Where reference is nide to anv :rls'^TMe shall be deemed to be in Harris County, Texas, suen re:e''"' nt Qf each such instrument and made for all purposes and to the c the record thereof in its entirety- TO HAVE AND ~o HOLD the above described premises toaether with all rights a-d vi-'--onances thereto belonging: subject, nowever , to the foregainn,'unto Soltex, its successors and assians, torever, and subject to the foregoing matters to which this conveyance is subject, Ceiune*" binds itself and its successors and assians, to warrant and forever defend title to the said premises unto So 1 r ex i < 5 suc-essors and assigns, aqainst every person whomsoever lawfully claiming or to claim the same or any part thereof. EXECUTED this 18th day of November, 1974. CELANESE CORPORATION ATTEST: / 'brii.,: n^hnltn_______ Assistant Secretary By /s/ Robert A. Longman. Vice President THE STATE OF NEW YORK I COUNTY OF NEW YORK X BEFORE ME, the undersigned authority, on this day personally appeared Robert A. Longman, Vice President of CELANESE CORPORATION, a corporation, known to me to be the oerson and officer v/hose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of said corporation, and that he executed the same as the act and deed of such corooration for the purposes and consideration therein expressed and in the cacacitv therein stated. Given under my hand and seal of office, this 13th day of November, 1974. /s / 'A Notary Public m and for N COUNTY, New York YORK t - 0 015805 INDENTURE OF TRANSFER, dated the I9th day of November, 1974 by and between CELANESE CORPORATION, a Delaware corpora tion, (hereinafter called "Transferor"), SOLTEX POLYMER CORPORA TION, a Delaware corporation, (hereinafter called "Transferee") WITNESSETH : WHEREAS, by a Purchase and Sale Agreement dated the date hereof (hereinafter called the "Agreement" and hereby incorporated herein by reference) entered into be ,een Transferor and Trans feree, Transferor has agreed to sell and Transferee has agreed to buy, subject to the terms and conditions set forth in the Agree ment, the Deer Park, Texas high der ity polyethylene (HD-PE) facilities together with certain re ated assets and liabilities of Transferor; and WHEREAS, by other instruments delivered contemporaneously herewith Transferor has assigned, transferred and conveyed to Transferee certain of the Assets as defined in the Agreement required to be, or more conveniently, assigned or transferred by separate instrument; and WHEREAS, by this Indenture, Transferor intends to sell, assign, transfer and deliver to Transferee all cf the other Assets to be sold, assigned, transferred and delivered to Trans feree 'under the Agreement, to the extent that the same are not effectively conveyed and delivered by the instruments aforesaid. NOW, THEREFORE, In consideration of the premises, and other good and valuable consideration delivered by each of the parties hereto to the other, Transferor does hereby sell, assign, transfer and deliver to Transferee, effective as of 10 o'clock A.M., Eastern 015806 1 3 successors and assigns forever. Transferor makes no warranties or representations with respect to the Assets sold, assigned, transferred and delivered, except as provided in, and subject to the limitations set forth in, the Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written. Attest: CELANESE CORPORATION 'H.Secretary Witness or Attest SOLTEX POLYMER CORPORATION 9 015807 t V orricc or general counsel .November 19, 197 4 Soltex Polymer Corporation c/o The Solvay American Corporation 5(39 Fifth Avenue New York, New York Gentlemen: Pursuant to Section 4.02 of the Purchase and Sale Agreement dated November 19, 1974 (the "Agreement'1 be tween your company and ours, I have examined the Agree ment and other contracts referred to in the Agreement, and I am familiar with such corporate records and other documents as in my Judgment are required for purposes of this opinion. On the basis thereof, it is my opinion that: A. Celanese Corporation is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with fully power and authority to carry out the transactions contemplated by the Agreement; S. The Agreement, as well as the Ethylene Supply Contract, the ND-PF Conversion Agreement, the Nylon Plant Operating Agreement and the Standby Natural Gas Agree ment, all of which are referred to in the Agreement have been duly authorized, executed and delivered by Celanese Corporation and constitute valid and cinding obligations of Celanese Corporation in accordance with their terms; C. The instruments of transfer delivered by Celanese Corporation are sufficient so consummate trie brans:er of the Assets as defined in tr.e Agreement sc be delivered to the Buyer under the Agreement and effectively vest in the Buyer all of Celanvse Corryerat ion' 3 r.;ht, title and interest in and to the Assets as cor:--: 1 ea0d by `vie Agreemerit and no consents or waiver* not or. 1 air.ed are required CELANESE CORPORATION 121! AVENUE OF THE AMERICAS. NEW YORK. N r 10006 . TELEPHONE: 212 -- 76A-764Q I I j 1 j l 1 I 'j i 1 I t 015808 6FAL COUNSEL -2- ELANESE for effective transfer to the Buyer of the Assets; and D. A separate opinion of Head & Kendrick, which is being delivered to you simultaneously herewith, addresses .itself to the mat.ters referred to in Section 4.02 D and E of the Agreement. Very truly yours, 015809 b i' f, W.HATOtM MfAO M>C NACL KCNO HATOCN W. H CAO, J R. H 1 HEAD S. KENDRICK ATATTOWNC'rg I.AV B*NH AMO T8ij?T -owt CORPUS CHRISTI.TCXAS 'a-ct November 13, 1974 I i 1 j AC *i* 03 *4S L Manuel Schultz, Esq. G'eneral Attorney Celanese Corporation 1211 Avenue of the Americas 1 Mew York, M.Y. 10036 Dear Sir: The following is submitted in response to tha require ments of the proposed Purchase and Sale Agreement, hereinafter referred to as the "Agreement", between Celanese Corporation, hereinafter referred to as "Celanese", and Soltex Polymer Corporat ,n, a wholly owned subsidiary of Solvay & Cie, S.A., 1 both of ich I will refer to as "Solvay" except where the context indicates otherwise. Article 2.05 There are no zoning regulations affecting this plant. To the best of our knowledge and belief there is com pliance at the plant with all occupational safety laws and regulations. 1 Therefore, our comments to be included in Schedule IV in response to the requirements of this article of tha Agree ment are the following: Celanese was issued Waste Control Order Mo. 00514 by the Texas Water Quality Board and MPDES permit Mo. TX0006033 by the Environmental Protection Agency covering this plant. Wo problem of compliance with the requirements of either the waste control order or the MPDES permit have arisen except for infrequent excursions outside permit limitations (and which occur m the operation of practically all industrial plants) and e.xceot during periods of excessive rainfall when MPDES permit Limitatibns have seen violated as a result of the added burden cf pollutants from heavy rainfall cn surface plant processing areas being commingled with treated plant effluent. With plant personnel, we have submitted to the Texas 015810 Page 2. Water Quality Board at a staff hearing held for the purpose a proposed plan of storm water treatment and we were ad vised that this plan was acceptable to the staff. We were then advised by the office of the Regional Administrator of EPA in Dallas that it would approve any plan acceptable to the Texas Water Quality Board. Accordingly, we sub mitted to EPA as well as to the Texas Water Quality Board on October 17, 1974, letter requests for amendment of the two permits, respectively, to provide for storm water treat ment on the basis proposed to and approved by the TWQB staff. It is our opinion that formal approval and permit amendment from both agencies will follow as a matter of course. On September 25, 1974, the Texas Water Quality Board published a document entitled "Waste Load Evaluation for the Houston Ship Channel" under which a new limitation on BOD and ammonia was proposed for this plant as well as other plants on the Houston Ship Channel. We have been advised by Mr. A. D. Guillorv, Assistant to the Plant Manager, that there is now no problem in meeting the reduced BOD discharge reouirement and chat the plant will implement an inexpen sive change in its waste treatment process that should elim inate any problem of compliance with the new ammonia dis charge requirement. Article 2.17 The following should be included on Exhibit n: Celanese has received notice that it will be required to purchase water from the Coastal Industrial Water Authority (CIWA) at industrial water rates established by the City of Houston '.-.hen the distribution system is comoleted to bring Trinity River water to this area. All other industries similarly situated near the Houston Ship Channel have re ceived similar notices. It is possible that this, could occur during 1975. Celanese has a gas supply contract dated April 9, 1969, with United Texas Transmission Company (formerly United Gas Pipe Line Company and Pennzoil Pipeline Company) which ex tends to January 1, 1980. Under the terms of this contract in the event a shortage of gas renders United Texas unable to supply the full gas requirements of all its customers, the gas requirements of gas utilities selling gas to domestic consumers and public utility power plants usina gas for generation of electricity which is sold to domestic consumers shall first be supplied by UTT and the remaining available Page 3. gas shall be prorated by UTT among the supplier's other customers, including Celanese. Shortages developed in the UTT system to such an extent that in 1973 UTT obtained a curtailment order from the Railroad Commission of Texas. This curtailment order placed industrial uses of natural gas for pilot lights, plant prptection, feedstock, and process gas ahead of natural gas used as boiler fuel. For industries and utilities using more than 3,000 MCF of gas per day for boiler fuel, the order places industries and utilities on the same parity of service. Electric utility customers are authorized an emer gency exemption to avoid the shedding of load. The effect of this order is to give Celanese some measure of relief from the gas shortage provisions in the gas supply contract. In August, 1974, Houston Lighting & Power Company, a participant in the curtailment proceeding and the largest customer of UTT, appealed the curtailment order by filing a petition against the Railroad Commission of Texas in the District Court of Travis County, Texas. Trial is set for January 13, 1975. The appeal seeks to reverse the decision of the Railroad Commission and thereby allow the contractual provisions related to the shortage of gas to control the de livery of gas by UTT. In the event Houston Lighting & Power is successful in its appeal, the burden of the shortage of gas in the UTT system will be placed on Celanese and other industries similarly situated. UTT anticipates for 1975, depending on seasonal requirements and weather, a possible daily short age in supply ranging from ten per cent to thirty per cent. Because of this situation Celanese entered into a standby gas agreement with Phillips Petroleum Company, Houston Pipe Line Company and Valley Pipe Lines, Inc., which will be assigned "to Solvay. This obviates any shortage of natural gas at this plant during the remainder of the term of the UTT contract. Article 4.02B relates, among other thinas, Standby Natural Gas Agreement. This document has cited by Phillips Petroleum Company, Houston Pipe Company and Valley Pipe Lines, Inc., and has been to Celanese and Solvav for execution bv them. to the been exelir.e delivered rticles 4.02C, D and E, when taken in connection with Page 4. information submitted elsewhere herein and insofar as they relate to matters with which we are familiar, may be answered in the affirmative. Article 4.06 There are no consents, waivers, approvals, authorizations and other actions of any kind of governmental agencies required under the Agreement except those described in connection with Article 4.09 belqw which are presently obtainable in connection with the consummation of the trans action. The license issued by the Federal Communications Commission to operate the radio transmission facilities at the plant is nontransferrable. It will be necessary that an appli cation be made to the Federal Communications Commission for a new license after the transaction is concluded. In the same manner, it will be necessary that an appli cation be made to the Texas Air Control Board by Solvay for a new operating permit covering the recently constructed polyethylene conveying system. This permit, R-687, is nontransferrable under the rules of the Texas Air Control Board. We have been advised, however, that the issuance of a new operating permit where an existing facility is sold is routine. The remainder of the plant was constructed and placed in opera tion prior to any requirement for construction and operating permits from the Air Control Board. All consents, waivers, substitutions, approvals, author izations and other actions required of third parties under the Agreement have been duly and lawfully filed, given and obtained, except: (1) The consent of Ciba-Geigy Corporation to a partial assignment by Celanese to Solvay of a portion of the antioxidant purchased by Celanese from Ciba-Geigy under a contract dated February 25, 1974, as amended. We have been advised that the substitution agreement which was sent to Ciba-Geigy by Celanese to accomplish the partial assignment has been modified with the approval of the Celanese Law Department, is being executed by Ciba-Geigy and will be mailed to the New York office. (2) The consent of Union Carbide Corporation, Linde Division, to the substitution of Solvay for Celanese under that certain contract dated August 12, 1974, for the sale by Union Carbide of nitrogen. This consent has been approved by Union Carbide operating personnel and we are advised that it has recently been forwarded to the Union Carbide Law Department for final approval and execution. T 015813 Page 5. (3) The consent of the Port of Houston Authority to the assignment by Celanese to Solvay of the railroad spur, roadway crossing and pipe line and electrical conduit crossing agreements; we have been advised by the Port of Houston Authority that this consent will be furnished after the closing; and (4) The consents, waivers, substitutions and approvals being handled by the New York office, in cluding the Phillips Petroleum Company lice^te agree ment, the Monsanto Chemical Company license, ICI license and the Eastman Chemical Products, Inc. con tract. Article 4.09 Neither the TWQB permit No. .0544 nor NPDES permit No. TX0006033 can be transferred to Solvay prior to closing. In the case of the Texas Water Ouali > Board, its Rule 415.1 indicates that such a transfer is possible "If a transfer of ownership is contemplated..." however, we have been advised that the transfer should be complete before the Executive Director will "reissue a new waste con trol order or notice of registration in the name of the new holder, or issue an endorsement to the order or notice of registration reflecting the new ownership." In an abundance of precaution, we have advised the Executive Director of the Texas Water Quality Board of the contemplated transfer of ownership by our letter of November 13, 1974, which states the following: "Celanese Corporation is contemplating the sale of its Celanese Plastics.Company Plant near Deer Park in Harris County, Texas, to Soltex Polymer Corporation and it is anticipated that the transaction will be concluded in the near future. Texas Water Quality Board Permit No. 00544, as amended, authorizes the disposal of wastes from this plant and upon transfer of ownership to Soltex Polymer Corporation, it will request tnat you issue a new waste control order in the name of the new holder." The Environmental Pro*-.action Aqency requires that the permittee under an NPDES permit "shall notify the succeeding Page 6. owner or controller of the existence of the permit by letter, a copy of which shall be forwarded to the Regional Admini strator and the State Water Pollution Control Agency." As a result, we suggest that Celanese, on closing, deliver to * Solvay a letter of notice complying with the foregoing and forward a copy to Mr. Arthur W. Busch, Regional Administrator, Environmental Protection Agency, 1600 Patterson, Suite 1100, Dallas, Texas 75201. For convenience, we have prepared and attach such a letter for your use. Houston Lighting & Power Company is the holder of a license agreement from Celanese dated September 27, 1963, copy of which has been furnished Solvay, providing for the construction of a 69 KV power line across the property of Celanese on land adjoining the fee strip owned by HLP. The line vas built and has been in operation for more than eleven years. During 1973 HLP proposed the construction of an addi tional segment across Celanese' property and the abandonment of a portion of the line then in use, replacing it with a 138 KV line. Houston Lighting & Power Company had purchased from Phillips a similar license on the basis of $5,000 per acre (.498 of an acre was the net acreage affected on the Celanese property) and since we were then negotiating with the Coastal Industrial Waste Authority for the price to be paid by CIWA for a pipe line easement over the Celanese prop erty on the basis of $12,000 per acre, we were unwilling to agree with HLP on the lower figure at that time for fear of prejudicing our CIWA negotiations. I prepared and sent HLP an amendment of the existing license. It requested permission to extend its line and abandon the portion to be abandoned without concluding agree ment on the purchase price to be paid and with Mr. Emge's knowledge and consent, it was agreed that HLP could proceed to do so since it was done at HLP's risk. -During the past month I have been endeavoring dili gently to secure HLP's execution of the amendment covering the extended segment and the abandonment of the old, utilizing the document I prepared. HLP now asks the ,'eletion of those portions of the existing license which (1) require HLP to indemnify Celanese, and its successors, witiiout retard to fault on the part of HLP, (2) that give Celanese and its successors the right to terminate the license on thirty (30) days notice and (3) allow Celanese the right to erect on any portion of the premises covered by the license any 015815 Page 7. facilities or structures necessary in Celanese' judgment to serve its facilities. HLP wishes to modify each of these objectionable features by providing (1) that a showing of its negligence would be required for liability, (2) that the license would continue so long as it maintains its facilities on the land, and (3) that any structure erected by Celanese on the land covered by the license would not unreasonably interfere with the power line. We tc'd HLP that we did not feel that Celanese should give up any rights it presently has without the consent of Solvay and that we would recommend to Solvay that it nego tiate with HLP the content of and price to be paid for any amendment to the existing license. We have advised counsel for Solvay jrally that this is the situation and that this is our recommendation. In r 'sponse to your request that we furnish our opinion concerning whether the transfer of the Assets to Solvay will be subject to the Texas Sales Tax, we advise that this sale is exempt from the Texas Sales Tax (Art.20.01, Taxation, et seq., V.A.T.C.S.), except that the Texas Motor Vehicle Sales Tax (Art. 6.01, et seq.) does require that a tax be paid on the fair market value of any automobiles or trucks included in the Assets transferred. Yours very truly, HWH:gh Attachment ELANESE PLASTICS COMPANY November 19, 1974 HOUSTON PLANT ATTLEGROUNO ROAO Soltex Polymer Corporation P. 0. Box 1000 Deer Park, Texas 77536 Geatiemen: As you know, Celanese Corporation holds NPDES permit Mo. TX0006033 issued by the Environmental Protection Agency covering wa te discharges at its Houston Plastics Plant which was today con veyed to you. In accordance with the requirements of the Environmental Protection Agency, this letter is written to give you formal notice of the NPDES permit described and that you will be bound by its requirements. For your information, however, on October 17, 1974, application was made to the Environmental Protection Agency for an amendment of the permit approving a plan for storm water treatment, previously proposed and approved by the staff of the Texas Water Quality Board. It is our suggestion that you now advise the Environmental Protection Agency that you are the present owner of the plant and that you request that NPDES permit No. TX0006033 re flect this fact. Your plant personnel should pursue the amendment of the permit. In the same manner, you should now advise the Texas Water Quality Board that you are the owner of the plant and request that TWQB permit No. 00544 be transferred to you. You should anticipate formal notice of hearing on the application to the amendment of this permit to provide for the treatment of storm water in accord ance with the plan submitted. Yours very truly, CELANESE CORPORATION HWH:GH cc: Mr. Arthur W. 3usch Regional Administrator Environmental Protection Agency 1600 Patterson, Suite 1100 Dallas, Texas 75201 By_______________________ Mr. Hugh C. Yantis, Jr. Executive Director Texas Water Quality Board P. O. Box 13246, Capitol Station Austin, Texas 78711 CELANESE PLASTICS COMPANY 30* 1000. OCER PARK. Tx. 77S3S TELEPHONE 713--ATI !3SI A DIVISION or TI ANf TlRPORATION r 015817 ASSIGNMENT OF TRADEMARKS KNOW ALL MEN BY THESE PRESENTS that CELANESE CORPORATION (hereinafter "Grantor"), a Delaware corporation, ih-consideration of the sum of Ten Dollars and other good and valuable consideration, receipt and sufficiency whereof is hereby acknowledged, hereby sells, assigns and transfers to SOLTEX POLYMER CORPORATION, a Delaware corporation, its successors and assigns, all of Grantor's right, title and interest in and to the trademarks and trademark registrations and applications therefor listed in Schedule A hereto together with the good will of the business connected with the use of and symbolized by said trademarks. Grantor will at request of Grantee do said further acts and execute and deliver said further instruments as are necessary to perfect this assignment in the various jurisdictions. CELANESE CORPORATION i 015818 4 _ ...-- Country SCHEDULE A FORTIFLZN Foreign Fecistratior. a and indications (.Inducing U.S.) Reg. No. Date Our File Argentina Benelux Bolivia Bolivia Brazil Chile Colombia Cuba Denmark Ecuador El Salvador Finland France France Greece Guatemala Hong Fong India Israel Italy Japan Korea P T. c. .T. 3. - ----- --------- 594,418 078,810 12815 12811-A 220,890 156,409 38,331 98,725 1825/1936 227 6183 35906 836,859 773,127 24,368 11,293 1145/1953 174,756 17,110 131,841 497,373 3,245 41,532 12,371 Septer-Joer 1, 19 6 7 (R) November 28, 1973 October 22, 1966 (R) October 22, 1966 (R) June 17, 1959 October 17, 1966 (R) December 10, 1956 April 24, 1959 September 15, 1956 July 17, 1959 March 6, 1959 November 19, 1960 May 21, 1971 (R) August 19, 1968 May 26, 1959' March 20, 1959 September 11, 1958 June 14, 1986 August 26, 1958 June 18, 1956 March 5, 1957 November 10, 1953 Jur.'3 7, lj55 September 17, 1970 109 84 12917 10949 10948 10579 10959 10954 12086 10951 12092 11392 12071 10972 11142 11397 11223 12147 10845 12154 122C1 12227 10906 i 2 a 7 -j 11934 -1 ---------------------------------------- ... . 015819 Country Peru Portugal Taiwan Uruguay Venezuela United Scares United States APPLICATIONS Country Mexico Sweden -2- Pea. No. 52,629 110,695 9025 111,960 33,301-F 639,969 717,067 Date December 22, 1958 March 8, 1962 April 1, 1959 June 4, 1965 (R) January 30, 1958 January 15, 1957 June 20, 1961 Application No. SN 36163 SN 1263/73 Date Filed April 16, 1973 Filed March 9, 1973 ! i i i i L Our File No. 10918 12315 12411 11032 11055 11619 1176 5 Our File No 13273 13534 2- 015820 t Cour.trv Australia Eerslur Canada Great Britain South Africa New Zealand United States Forei'--P. * rtrstier.s (Includ ir.g U . S .) Reg. No. Date A 152,277 07880S 107,297 762,172 59/3386 63,517 651,021 January 13, 1959 a/o December 9, IS5S July 12, 1957 November 19, 1956 October 14, 1959 March 11, 1959 September 3, 1957 Our File N 12526 12916 10324 12116 11313 12274 11620 - 3- 015821 t orpic* of GENERAL COUNSEL November 19, 197^ MS-7^-926 George C. Kern, Jr., Esq. Sullivan 4 Cromwell 250 Park Avenue New York, New York 10017 Re: Solvay--Sale of High Density Polyethylene Business Dear George: Enclosed are three copies of Substitution Agreement dated November 19, 197^ between Celanese, Solvay and Phillips Petroleum Company relating to the License Agreement between Celanese and Phillips dated 7 September 1955 as amended. The three copies have been executed by Phillips and Celanese and they are being delivered to you for execution by Solvay in Belgium. After they are signed, I understand that you will arrange to have one copy returned to Phillips and one to me. Sincerely, kw Enc. cc: w/o enc. Mr. F. Klass Manuel Schultz 31ind Note to Mr. Klass: As soon as I receive the fully executed Substitution Agreement, I shall make copies for you and Law De partment Piles and I shall send the executed original to Executive Piles. CELANESE CORPORATION . 12! I AVENUE Of THE AMERICAS. NEW YORK. N V 10036. TELEPHONE. 212--T64 7640 * 015822 i f I i! i 1_. SUBSTITUTION AGREEMENT THIS ACREBuciNT dated as of November / ? , 1974, between Celanese Corporation (hereinafter referred to as ''Celanese1'), Solvay 4 Cie, S. A. (hereinafter referred to as "Solvay"), and Phillips Petroleum Company (herein after referred to as "Phillips", which term shall include Phillips Petroleum Compart/ and its subsidiaries), WITNESSETH: WHEREAS, Celanese and Solva/ have reached agreement in principle for the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the high density polyethylene (HD-PE) business, including the HD-PE manufacturing operations of Celanese at Deer Park, Texas; and WHEREAS, the parties hereto desire that, upon such sale and assignment, Solvay (or a wholly-owned subsidiary of Solvay with Solvay1s guarantee of performance) assume all of the duties and obligations of Celanese, and be substituted for Celanese, under the hereinafter described License Agreement; and WHEREAS, Phillips and Celanese have entered into a Settlement Agreement dated November , 1974 pertaining in part to the hereinafter described License Agreement, and Celanese has agreed in section 4 of said Settlement Agreement to supply to Phillips a written document signed by Solvay undertaking all of Celanese's rights and obligations under the hereinafter described License Agreement 'with certain exceptions detailed hereinafter: NOW, THEREFORE, in consideration of the premises, and of the agreements herein contained and in satisfaction of Celar.ese's obligation to Phillips under section 4 of said Settlement Agreement, Celanese, Solvay and Phillips agree a^ follows: T 015823 1. Effective upon, but only upon, the completion of the sale by Celanese to Solvay (or a wholly-owned subsidiary of Solvay) of the HD-PE business, including the KD-PE manufacturing operations, of Celanese at Deer Park, Texas, Solvay (or a wholly-owned subsidiary of Solvay) shall be automatically substituted for Celanese as a party to the following described License Agreement: That certain License Agreement between Celanese and Phillips dated 7 September 1955, relating inter alia to the Polyolefin Process, as defined therein, as amended by agreements dated 25 April 1953, 5 Ap: LL I960, 31 January 1953, 6 September 1963, 15 February 1966 and 1 January 1571, hereinafter referred to as the "License Agreement", and thereafter Solvay (or a wholly-owned subsidiary of Solvay) shall have and succeed to all of the rights and privileges of Celanese thereunder, shall be obligated to observe and perform all obligations and duties of Celanese thereunder, and shall otherwise be subject to and bound by all the terms and provisions thereto to the same extent boat Celanese is subject thereto and bound thereby immediately prior to such substitution, provided that Solvay will have no obligation or liability for the executions stated in section 2 hereafter. 2. Upon the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanese as provided in section 1 above, Celanese shall, continue to . be bound by the terms of Article X, shall have no further rigrts, privileges, obligations or duties whatever under the License Agreement with the exception that Celanese will pay to Phillips -when due all royalties accrued but not theretofore paid to Phillips under the terms of the License Agreement and -with the exception that the obligations 'with respect to Article 7III of the License Agreement shall be restricted to Patent Rights originating with Celanese. -2- 015824 3. Except.as provided in Sections 1 and 2 above, the substitution of Solvay (or a wholly-owned subsidiary of Solvay) for Celanese as a party to the contract shall not modify or vary any tern or provision thereof or any of the rights, privileges, obligations or duties of any party thereto. a it. This Substitution Agreement shall be and become binding and effective only when executed by all the parties hereto. 5. In the event that Solvay elects to have the purchase mad: by a wholly-owned subsidiary of Solvay, then each reference to "Solvay- in Sections 1 through 3 inclusive of this Substitution Agreement shall be deemed t., refer to such wholly-owned subsidiary to the same extent as if each such reference to Solvay was a reference to such subsidiary, but in any such event Solvay hereby unconditional! guarantees to Phillips the full and faithful performance and observance of the contract by its wholly-owned subsidiary. IN WITNESS WHEREOF, Celanese, Solvay and Phillips have caused this Substi tution Agreement to be executed in triplicate as of the day and year first above written. ATTEST: CELAjESE CORPORATION ' - 6, AHitr/i v r~ secretary O ATTEST: 7 ________________________ Vice President SOLVAT & CIE, S.A. Secretary By_________________________ Vice President ATTEST: PHILLIPS PETROLEUM COM?ANT ..... Secretary 015825 ha>oe^ vv. M AO WICHACI rttNOS'CK, HATOCN w. HOO.JS- HEAD KENDRICK ATTORxers AT la* 8amk ano rouST CORPUS CH Ri STI , TEXAS 70401 *C ) l 8431469 November 19, 19 7 N Celanese Corporation 1211 Avenue of the Americas New York, Mew York 10036 Attention: Manuel Schultz, Esq. Gentlemen: Enclosed are four counterpart execution copies of the Agreement dated October 9, 1973 between Celanese Cor poration, Houston Pice line Company, Valley Pipe Lines, Inc., Phillips Petroleum Company and Eoivay 1 Cie., S.A. providing for a standby supply of natural gas to the Houston Plastics Plant. Two of these copies have been executed by Houston and Valley; two have been executed by Phillips. Please secure Celanese execution of all four codes and submit the same to Solvay for execution of all four conies by it. One copy of sacn should then ce returned to me for further- handling. Sincerely Enc. cc: Solvay ?< Cle. 015826 Reference is made to that certain Agreement dated October 9, 1973, hereinafter called the "Agreement", between Celanese Corporation, a corporation, in said Agreement and here in called "Celanese", ilouston Pipe Line Company, a corporation, in said Agreement and herein called "Houston", Valley Pipe Lines, Inc., a corporation, in said Agreement and herein called "Valley", and Phillips Petroleum Company, a corporation, in said Agree ment and herein called "Phillips". Said Agreement provides, among other things, for the delivery of gas to Celanese' Houston Plastics Plant when deliveries of gas to said plant have been curtailed by Pennzoil Pipeline Company, now United Texas Trans mission Company. Celanese has reached agreement in principal w.ith Solvay & Cie, S.A. for the sale of the Houston Plastics Flant by Celanese to Sclvay & Cie, S.A., or a wholly owned subsidiary of Solvay & Cie, S.A., both of which for convenience are hereinafter called "Solvay". The parties hereto have agreed that upon such sale and assignment, Solvay (with the guarantee of performance by Solvay & Cie, S.A. if said sale be to a wholly owned subsidiary thereof) shall have the benefit and be subject to the obligations of Celanese under said Agreement to the extent hereinafter provided. Accordingly, in consideration of the mutual covenants and undertakings of the parties in said Agreement and herein contained, Celanese, Houston, Valley, Phillips and Solvay agree to the following, effective as, if and wh-n the sale of said Houston Plastics Plant by Celanese to Solvay is consummated: 015827 * 1_ (1) Any reference in said Agreement to the Celanese "Houston Plastics Plant" shall be deemed to be reference to the Houston Plastics Plant which is being sold by Celanese to Solvay, and deliveries of gas by Phillips at the point where Phillips' existing pipe line terminates at said Houston Plastics Plant- shall be deemed to be deliveries to Solvay. (2) The terms and provisions of said Agreement shall govern the delivery of gas by Phillips to Solvay for the account of Valley and Solvay shall make payment to Houston and Phillips of charges each is entitled to receive in connection with gas so delivered, all in the same manner provided in said Agreement for delivery of gas to and payment of delivery charges therefor by Celanese, except that Solvay shall pay Phillips a monthly fee of two and one-half cents ( 2--1 / 2 ) (instead of one and onehalf cents (1-1/24)) per Mcf for gas delivered by Phillips to Solvay each month or One Thousand Dollars ($1,000), whichever Ls greater. The amount of such charges shall be billed by United States mail directed to Solvay at P. 0. 3ox 1000, Deer Park, Toxas 77536, or to such changed address as to which notice shall bo given by Solvay to the other parties hereto in the same mannor. In the event Solvay fails to make payment of charges to Houston and Phillips under the terms of the Agreement, as nnonded horoby, Celanese shall remain liable therefor and Houston and Phillips# oithor or both, shall have the right to collect froa Colanoso tho amount of any charges due either or both which 2 - ri r>*--. 'V r..v; d1., 015828 I have not been paid by Solvay. (3) Celanese shall continue to pay Valley as provided in Article (1) of said Agreement for all gas delivered by Houston 1 ! to Phillips for Celanese' account to the same extent and on the t same basis as if the same had been delivered to Celanese' Bay 1 City Plant with other gas delivered there by Valley to Celanese. In turn, Solvay agrees to reimburse Celanese within twenty (20) 7 days after billing of amounts so paid Valley by Celanese for * gas delivered to Solvay hereunder. if (4) The provision in Article 4(f) of the Agreement re lating to its termination shall no longer be effective and the Agreement as amended hereby shall continue in full force and 1 effect until July 1, 1979 at 7:00 a.m., at which time the same shall terminate; provided, however, that Phillips shall not be required to make delivery of gas to Solvay hereunder if Phillips 'i m or converts to service other than the -transportation of natural gas in its discretion abandons/the existing pipe line now used to 1 make deliveries under the Agreement or if said pipe line pres ently making such deliveries does not have the physical capacity ! 4 at any time hereafter to do so because of Phillips' require i i i ments to use the same for the transportation of natural gas for itself or its other customers; and provided, further, that Phillips shall give Solvay not less than six (6) months prior written notice of any circumstance which would allow Phillips to terminate further deliveries of gas to Solvay under the foregoing proviso. In the event of any such termination. t l : -3- i 015829 4 Houston will make delivery of gas directly to said Plant during periods of curtailment under the remaining terms and provisions of the Agreement if, and only if, Solvay installs at its own expense a pipe line and related faci_,.ties per mitting delivery of gas to said plant by Houston at no addi tional cost to Houston.' (5) If the sale of said Houston Plastics Plant by Celanese to Solvay is not completed within nine :y (90) days from the date hereof, the provisions of this instrument shall become null and void and the Agreement as originally written shall remain in full force and effect. IN WITNESS WHEREOF, this instrument is executed this 8th day of November, 1974, in numerous counterparts, each of which shall be considered an original, to be and become effec tive at the time and on occurrence of the conditions set out above. CORPORATION V/'C/L President HOUSTON PIPE YlNE COMPANY By_ Pres a dent PHILLIPS PETROLEUM COMPANY By. S'Cf- President A VALLEY PIPE LINES, INC. By_________________________________ President SOLVAY & CIE, S.A. By. _ A_ President 015830 THIS AGREEMENT, dated as of November Id, 1974, between Celanese Corporation, hereinafter called "Celanese", and Soltex Polymer Corporation, herinafter sometimes called "Solvay", WITNESSETH: WHEREAS, pursuant to the Purchase and Sale Agreement, dated November 19, 1974, Solvay is acquiring from Celanese a HD-PE pl-'nt at Deer Park, Texas ("Plant") which consumes sub stantial amounts of gas; WHEREAS, as an inducement to Solvay to consummate the purchas : of Plant it is necessary to provide for a supply of gas to he Plant during periods of curtailment by its principal supplier of gas; WHEREAS, attached hereto and made a part hereof is an agreement, hereinafter called the "Agreement", between Celanese, Solvay, Houston Pipe Line Company ("Houston"), Valley Pipe Lines, Inc. ("Valley"), and Phillips Petroleum Company ("Phillips") under the terms of which gas will be delivered during periods of curtailment to the Plant by the Plant's principal supplier of natural gas; WHEREAS, the gas which is supplied pursuant to the Agreeme t is diverted from gas (a maximum of 15,000 Mcf of gas per day) which Celanese is entitled to take at its Bay City Plant pursuant to a contract with Valley (successor in interest to Fish Service Corporation) dated January 29, 1960, as amended ("Valley Contract"); and 015831 WHEREAS, as provided in cr.e Agreement, ielar.ese, among other things, remains liable to Houston and Phillips for charges resulting from the delivery of gas thereunder in the event such charges are not paid by Solvay and further, Celanese agrees to continue to make payment to Valley for gas delivered to Solvay under the terms of said Agreement, with Celanese to be reimbursed therefor by Solvay. As an inducement to Solvay, as aforesaid, and in consideration of the respective benefits accruing to Solvay and Celanese under the terms of the Purchase and Sale Agreement dated as .of November 19, 1974, the attached Agreement and this agreement, Solvay and Celanese hereby agree that: (1, Celanese will make available to Solvay up to 5,000 Mcf of gas per day from its supplies of gas under the Valley Contract in order to permit the deliveries of gas by Houston and Phillips to Che Plant during periods of curtailment by the Plant's principal supplier of gas as contemplated by the Agreement unless Celanese is prevented from doing so by force majeure as defined in the Valley Contract, including but without limiting the same to, any curtailment of deliveries of gas by Valley to Celanese at its Bay City Plant, it being intended by the parties that Celanese shall not be required to make gas ava.lable to Solvay under the provisions of the Agreement and this agreement except quantities which Celanese is entitled to receive from Valley in excess of 10,000 Mcf per day, it being further agreed that under its Bay City contract Solvay shall not be entitled to require the delivery of gas under the Agreement or hereunder except for use in facilities at said -2- 015832 Plant which are in existence on the date hereof and for facilities which have been installed to modify, repair or replace such existing facilities. Celanese covenants that it will not cause or allow the Valley Contract to be terminated or cause or allow the Valley Contract to be amended in a manner adverse to the interests of Solvay under this agreement. (2) Solvay will pay Houston and Phillips all amounts required to be paid each and both of said companies in accordance with the terms of the Agreement and to pay Valley for all gas delivered to Solvay in the event Valley bills Solvay directly for such gas. In the event Valley bills Celanese for gas delivered to Solvay under the Agreement, Celanese will bill Solvay within five (5) days after receipt by Celanese of the bill therefor from Valley and Solvay will pay Valley directly for such gas within the time required for payment to be made to Valley under the terms of Celaneseb gas purchase contract with Valley. If Solvay fails to make payment of any such charge when due and the same is paid by Celanese, then Solvay agrees to pay Celanese immediately upon Celanese's billing therefor all amounts so paid Houston, Phillips and Valley, or any of them, by Celanese for Solvay. Payment to Celanese shall be made at the office cf Celanese located at 1211 Avenue of the Americas, New York, N.Y. 10036, or at such other address as to which Celanese shall direct that any such payment shall be made by written, notice to Solvay. (3) Solvay agrees to pay Celanese interest at the rate of one per cent (1%) per month on all amounts paid by Celanese for gas delivered to Solvay under the terms of said -3- 015833 Agreement, whether such amounts result from charges made in connection with the delivery thereof by Houston and Phillips or from payments for gas made to Valley by Celanese. Interest shall begin to accrue on the date of such payments by Celanese [which date shall be shown on billings submitted by Celanese to Solvay) and Solvay shall add to the amounts reflected by such billings accrued interest to the date of payment of each by Solvay. If default in the payment of any amount due Celanese by Solvay hereunder continues after sixty (60) days written notice from Celanese co Solvay, then and in that event Celanese at its option and without prejudice to its rights to receive all amounts then owed it by Solvay hereunder may terminate the Agreement in its entirety and Solvay shall have no further rights thereunder. (4) For the purposes of defining the obligations of Solvay and Celanese with respect to the supply of natural gas to the Plant pursuant to this agreement and the Agreement, the terms and conditions of this agreement and the Agreement shall be considered to be the terms and conditions of one agreement. This agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns. IN WITNESS WHEREOF, this instrument is executed as of tiie date first above written, to become effective as, if and when the Agreement becomes effective. CELANESE CORPORATION SOLTF.K POLYMER CORPORATION B t 4 015834 ELANESE November 19, 1974 Soltex Polymer Corporation c/o The Solvay American Corporation 609 Fifth Avenue New York, New York Gentlemen: Pursuant to Section 4.06 of the Purchase and Sale Agreement dated November 19, 1974, we hereby deliver . to you a Substitution Agreement dated the 19th day of November, 1974 with respect to a License Agreement dated July 1, 1965 with Monsanto Company. Very truly yours, CELANESE CORPORATION Received by: SOLTEX POLYMER CORPORATION i CELANESE CORPORATION .1211 AVENUE OF THE AMERICAS. NEW YORK. N Y. 100,6 TELEPHONE. 212--764-2640 015835  I 1 SUBSTITUTION ACREEMEN" /i , THIS SUBSTITUTION AGREEMENT entered into this /tf day of PiOl'tltH, 1974, between Celanese Corporation, a corporation organized under the laws of Delaware, with an office at 1211 Avenue of the Americas, New York, N. Y. 10036 (hereinafter referreo to as "Celanese"); Solvay ft Cie S.A., a Belgian firmwj.th an office, at Rue cu Prince Albert Brussels, Belgium (hereinafter referred to as "Solvay"); ar.d Monsanto . Company, a corporation organized under the laws of Delaware, with an office ac 800 Nortn Lindbergh 5oulevard, Sc. Louis, Missouri 63166 (hereinafter referred to as "Licensor"). WITNESSETH: WHEREAS, Licensor and Celanese are parties co a license agreement under U.S. Patent 3,170,893 made as of July 1, 1965 (which agreement, together with all amendments thereto, if any, made at any time prior to the "Sale Date" as hereinafter defined, is herein called the "Contract") ; and WHEREAS, Celanese and Solvay have entered into negotiations for the sale and assignment by Celanese to Solvay (or to one or more wncllyowned subsidiaries of Solvay) of certain of the assets and liabilities of Celanese comprising the Celanese high density polye-chylene business and plant ac Deer Park, Texas; and WHEREAS, afeer said sale and assignment, Solvay (either directly or-through one or more wholly-owned suosidiaries) will conduct Che cusiness now conducted by Celanese, and desires that, ac the Cine of said sale and assignment, ic or one of such wholly-owned subsidiaries receive an assignment of ill the rights of Celanese and assume all the ocliaations and ducies of Celanese, and be substituted for Celanese ur.aer the Contract; and WHEREAS, Licensor desires that, upon such sale end assignment, Solvay (or a wholly-owned subsidiary of Sclvay conducting ail cr a cordon of the business purchased from Celanese and the performance of whicn suosldiary under ar.d oursuant co the Contract is ruaranceed by Solvay) assume all of die duties and obligations of Celanese, and be substituted for Celanese, ur.uer the Concract, and Licensor consencs ana agrees to such assignment, assumption and substitution; NOW, TUEECrCRE, in consideration of the Dremises, and of the agreement nerem contained, Solvay, Celanese and Licensor mutually covenant and agree as follows: 1 t 1. Upon che occurrence of the contemplated sale and assignment by Celanese to Solvay of che said business of Celanese (che cime and date of which are herein called the "Sale Date"), Solvay shall henceforth be automatically substituted for Celanese as a party to che Contract and thereafter Solvay shall have and succeed to all of the rights and privileges of Celanese under the Contract, shall be obligated to observe and perform all obligations and duties of Celanese under the Contract, and shall otherwise be subject to and bound by all the terms and provisions of the Contract to the same extent that Celanese is subjecc thereby immediately prior to such substitution. 2. Upon che substitution of Solvay for Celanese as provided in Section 1 above, Celanese shall have no further rights, privileges, obligations or duties whatever under the Contract. 3. Except as provided in Sections 1 and 2 above, the substitution of Solvay for Celanese as a party to the Contract shall not modify or vary any term or provision of the Contract or any of the rights, privileges, obligations or duties of any party thereto. 4. This Substitution Agreement shall be and become binding and effective only when executed by all three of the parties hereto. 5. In the event that Solvay elects to have the said business of Celanese purchased by one or more wholly-owned subsidiaries of Solvay, then each reference to "Solvay" in Sections 1 through 3 inclusive of this Substitution Agreement shall be deemed to refer to the wholly-owned subsidiary to which the Contract is transferred by Celanese to the same extent as if each such reference to Solvay uas a reference to such subsidiary, but in any such event, Solvay hereby unconditionally guarantees to Licensor the full and faithful performance and'observance of the Contract by such wholly-owned subsidiary. IN WITNESS WHEREOF, Solvay, Celanese and Licensor have caused this Substitution Agreement to be executed in triplicate as of the day and year first above written. * Attest:__________________________________ SOLVAY & CIE.S.A. By CELANESE CORPORATION r 015837 ^SHELANESE PLASTICS COMPANY November 15, 1974 RRA-74-352 Celanese Corporation Soltex Polymer Corp. 1211 Avenue of Americas New York, New York 10036 Gentlemen: In accordance with Section 1.04 of the Purchase and Sale Agreement dated November 19, 1974, I am enclosing a Ealance Sheet representing the estimated amount of the purchase price Clause (b) of Section 1.03. Very truly yours, RRA :dg Richard R. Austin Vice President Administration & Controller CELANESE PLASTICS COMPANY . 550 BROAD STREET. NEWARK. N J 07102 . TELEPHONE 201--877 2300 A OIVtSION OF CELANESE CORPORATION 015838 015839 015840 t 015841 THE STATE OF TEXAS COUNTY OF HARRIS I I KNOW ALL MEN 3Y THESE PRESENTS: That CELANESE CORPORATION, a Delaware corporation, for and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration to it in hand paid by SOLTEX POLYMER CORPORATION, the receipt of which is hereby acknowledged, does, by these presents BARGAIN, SELL, TRANSFER, ASSIGN AND FOREVER QUIT CLAIM unto the said SOLTEX POLYMER CORPORATION, it", successors and assigns, all right, title and interest in and to those certain easements and rights-of-way upon, over anu across lands located within the Arthur McCormick Survey, Abstract 46, situated within Harris County, Texas; said easements and rights-of-way being as follows, to-wit: (a) Drainage Easement from Phillips Petroleum Company to Celanese Corporation of America dated March 29, 1957 recorded Volume 3317, page 405 Deed Records of Harris County, Texas ; (b) From Houston Lighting 5 Power Company to Celanese Corporation dated April 27, 1956 recorded Volume 3155, page 719 Deed Records of Harris County, Texas; and (c) From Houston Lighting 5 Power Company to Celanese Corporation of America dated April 27, 1956 recorded Volume 3135, page 721 Deed Records of Harris County, Texas, -- to which instruments reference is here made for the terms, provisions and conditions therein contained. TO HAVE AND TO HOLD the said premises, together with all * the rights, privileges and appurtenances thereto in any manner belonging unto the said SOLTEX POLYMER CORPORATION, its successors and assigns, forever. 015842 WITNESS our hands at New York, New York, this 18th day of November, 1974. ATTE CELANESE CORPORATION THE STATE OF NEW YORK . I COUNTY OF NEW YORK I BEFORE ME, the undersigned authority, on this day personally appeared Robert A. Longman, known to me to be the person whose name is subscribed to the foregoing instrument as a Vice President of Celanese Corporation, a corporation, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, in the capacity stated, and as the act and deed of said corporation. GIVEN UNDER MY HAND AND SEAL OF OFFICE this the ISth day of November, 1974. Notary Publicin and for New York County, New York HSLSM M^OV.'AM Notary t>*~FllIic, S\`--m'r i c' :1 ... 015843 r I ASSIGNMENT 4MHV 0? PATENTS and patent applications KNOW ALL MEN BY 'THESE PRESETS , -hat Celanese Corporation, a Delaware corporation ( 'Grantor") , in consider ation of the sum of $10 and other good and valuable consider ation, receipt and sufficiency whereof is hereby acknowledged, hereby sells, assigns, transfers and delivers to Soltex Polymer Corporation, a Delaware corporation ("Grantee"), its successors and assigns: (a) All right, title and interest in and to the letters patent listed in Schedule A hereto and the inventions thereof, and the applications for letters patent listed in Schedule A hereto and the inventions thereof, including the right to sue and recover for all past and future infringements of any such letters patent or of any letters patent issued pursuant to the foregoing applications and all reissues and extensions of said letters patent or of letters patent issued pursuant to the foregoing applications; and (b) The full and exclusive rignt to apply for and obtain in the name and as the attorney of Grantor cr otherwise or i.i t.te name of Grantee or 015844 I i L its successors and assigns letters patent or other like protection or rights in any and all countries in respect of all inventions and inprovements described or claimed in the letters patent and patent applications listed in Schedule A hereto, together with the exclusive right and authority to make, use, have mace and sell the foregoing in any and all countries and the entire right, title and interest in and to all letters patent which may be granted therefor in any and all countries, and together with all claims on account of past or future infringements and all reissues and extensions of any letters patent which may be issued in any and all countries in respect of the foregoing; the same to be held and enjoyed by Grantee, its successors and assigns to the full end of the term of said letters patent or letters patent issued pursuant to the foregoing applications as fully and entirely as the same would have been held by Grantor had this assignment not been made. Grantor does hereby authorize the appropriate governmental authorities of any and all such countries to -2- 015845 issue letters patent in respect of the patent applications referred to in (a) above or the properties and rights refe to in (b) above to Grantee, or its successors and assigns, as the assignee of the entire right, title and interest in and to the same. Grantor hereby constitutes and appoints Grantee the true and lawful attorney of Grant: r, with full power of substitution, for it and in its name or otherwise, but on behalf and for the benefit of Grantee, to institute, prosecute and defend in the name of Grantor or Grantee or otherwise, but at the expense and for the benefit of Grantee, any and all proceedings in law or in equity or otherwise, and to file and prosecute any and all applica tions and other documents and to do all other things in connection with the securing or protecting of letters patent, which Grantee may consider necessary or desirable in order to collect, assert, protect, perfect or enforce any claims, right, title or interest of any kind in or to the properties and assets hereby assigned. Grantor hereby declares that the appointment hereby made and the powers hereby granted are coupled with an interest and are and shall be irrevocable and shall not be affected or terminat -3- 0158' I I I i. by any dissolution, reorganization or liquidation of Grantor or any other event. Grantor agrees that at the request of Grantee it will do such further acts and execute and deliver such further instruments as are necessary to perfect this assignment in the various jurisdictions. IN WITNESS WHEREOF, Grantor has caused these presents to be signed by its duly authorized officers and to be sealed with its corporate seal this 19th day of November, 1974. CELANESE CORPORATION ATTEST / / 4 015847 STATS OF SEW YORK ) COUNTY OF NC/ YORK) Personally came before me this 19th day of November, 1974, /z* : / v. '>. ------ . //.'> - ^ - '-Cs.v.CZ , and , of Eelanese Corporation, a Delaware corporation, to me known to be the persons who executed the foregoing instrument of assignment. and to me known to be such / // ""and sL- / of said corporation, and acknowledged that they executed the foregoing instrument as such officers as che deed of such corporation by its authority. / Notary Public y-ro -*N _ Notary P'J- : - ' ' ; ' ; ComOumailssliieodn * ^ -. :-.:y J, 015848 o0o> rn ci OpH rsj _j 3 C3P ,au3- C* pH I-p N . om-i X0ou4i m oai pH v 1^ 7lduHZ m o01 <* * o pH It oo*7 V-"V pH * .-H in o --4 L| oj'' rrsj* 'H o'C.0P UHll. 6 0> L33P < au*J n :ii 0> 1h p0CH J30rf --<1 poH CN >"D z puH U3 T*p43UHDH uo rpcoHH H W N o5 z pVHj ud p0H w -3C cH 2 O*r d> 0 X0 p2dH5 s 0 Tm3O v> < 0 MNJ j13oJ/2 p-1Hj 3 3 pC3H _x3r3*t ut 0u01 pJ3HJ 3 2 *rH-' <cJ- in a 'rOHH Td" '*3-amHH R *d~~i 0 C p<H H = pH -4H U r*` dr: 0< w- *H *J l*) Vj w o cE p^- -^H 5^ 3 C Ac U- ~>1 1H o a 0 rcoH 5m y CH U 0 U0j x> w5m A0 Vc w c0c3cEU CP 3pPo3HI >< oSHc^ pJ0dUH0iOHnJl4 /C* e C4 0 C27 H iascl J030CHJ| in 'jiO0=J 2gj ri<-H04 33 ^ <y m o ^}J -cH o vj c a 13 -<H X 4HH pOH O MH 0 SSah c0>ua:i n3c3 oc J3J V) U Jch eOJ V0a4, p5Hm O AA 0ia3n) 0u04 oc J3HNUOj pE>Hi 0 A CP *4c0HrJj 'HHHUH U D3pWH f00Uui-n d 40HdtsJJ *OO03?CC3., ^.0>Eu31 U 4H 'Os30 I ao *Hu p *HH 3 0 J o jj a pOH p3H oc d cp A pH J3(JJ jj JoJ >toi rH d jj cH d u UHH3 O aa>t h u <JH 0 JoHcj a pH C0H>P N uj dM 0 puaf 3 CJ Ca W R3 0 H>1 O0 HJmOWWJJ 0 Vj >1 A >d A A /] 0 2 jj 0> --1, v T-1j O 1j rH UH 31*'"l * O IN O OH m , rH (N O n 0 i0n*1 Oh m x O0 0CO b m rh O pH in CD r< O rr vO 0 in 0 rH % n rn 3CP C m O c'0o % C rn C OH <N CN m r> (ssB^d C) 'V SiriGZHOS in m n * n* 0CO H % n /' 015849 i 015850 D0 C2 pH Z rz H c 0 cn w rn W G. pH 0 v-f C 0 H3 0 -< C U o fC co <N o r r> n 3 7 6 ,2 4 8 c O O 4J c CD jj < 11 r. pH o C o p ollyy.mu e rs o f A lp h a - O le f in s and O le fin s S u b s titu te d C yclo a lka n e s and F ib e rs T herefro m E. K irk la n d A p ril 2, I960 rs rH o0 tio n : one S e p a ra to r - R .M . S p itz e n b e rg e r - f ile d May 18, 1973 >1 J Forcirn ~ ~ ~ zz o cs trci- Torres with the _c.-responding ti.S. Patents I u.s. Patent No, 2, 951, C67 3, 021, 320 3, 078, 264 3, 080, 335 3, 034, 150 3, 156, 681 3,200,059 3, 223, 688 3,237, 335 3, 376, 248 Canada Patent No. L'xmration IJate 608,817 709,824 669,675 682,510 688, Oil. 621,869 725,263 742,197 702,061 716,647 818,650 807,222 Nov.15,1977 May 18, 1932 Sept.- 3, 1981 March L7, 1931 June 2, 1931 June 13, 1978 Jan. 4, 1983 Sept. 6, 1933 Jan. 19, 1982 Aug. 24,1985 July 22, 1936 Oct. 4, 1982 Japan Patent No. expiration 442, 346 Sept. 3, 1979 361, 668 (Serial No.) 200, 128 (Application No. ) < it"' ii 015851 I ELANESE November 19, 19 7 ^ Soltex Polymer Corporation c/o The Solvay American Corporation 609 Fifth Avenue New York, New York Cent lem.en: Reference the Promissory Note dated and delivered . by Soltex to Celanese this date pursuant to the Purchase and Sale Agreement of this date between us. It is recog nized that said Note is subject to substitution for a new note upon determination of the purchase price pursuant to Section 1.C4 of the Purchase and Sale Agreement and consequently Celanese agrees not to sell or transfer the said Promissory Note dated and delivered today. Of course, the r.ew note chat will eventually be substituted for said Promissory Note may be sold or transferred in ac cordance with said Purchase and Sale Agreement. Very truly yours ELANESE CORPORATION CELANESE CORPORATION .1211 AVENUE OE THE AMERICAS. NEW YORK. N Y 1C03S TELEPHONE. 212 -- ?U 75<0 015852 ELANESE November 19, 1974 Soltex Polymer Corporation c/o The Solvay American Corporation 609 Fifth Avenue New York, New York Gentlemen: During 1975, Celanese will sell to Soltex 2,568,000 pounds of ethylene pursuant to the terms and conditions of and in addition to the amounts of ethylene stated in the Ethylene Supply Contract dated November 19, 1974. Very truly yours, CELANESE CORPORATION CELANESE CORPORATION .1211 AVENUE OF THE AMERICAS. NEW YORK, N Y 10036 . TELEPHONE 212--764-7640 015853 ELANESE 'ovember 19, 1979 Soltex Polymer Corporation e/o The Solvay American Corporation 609 Fifth Avenue New York, New York Gentlemen: Reference the Purchase and S'le Agreement of this date between us. The attached list of equipment at Summit shall be deemed added to the assets sold to Soltex and removable by it for its account pursuant to the Section VII of said Purchase and Sale Agreement. Very truly yours, CELANESS CORPORATION Att. f :/ CELANE5C CORPORATION .1211 AVENUE OF Th6 AMERICAS. NEW YORK. N Y. 10036 . TELEPHONE- 212-- 764-7640 015854 I 1. Items Agreed as Solvay's Equipment for Catalyst Labs Item 1 Quantity 1 Full polymerization set-up - reactor dessicant columns - control panel recorders 2 3 Scales - 1 Mettler H-10 1 Mettler P 11 1 Fairbanks Morse 3 1 Emergency alarm system 4 1 Full catalyst and dessicant activation set-up 5 3 1-Walk in for catalyst activations Hoods 1-Large bench top for alkoxide synthesis 1-Small bench top for catalyst handling 6 2 Dessicant cabinets (catalyst storage) in small hood 7 1 Melt indexer with weights - timers 3 1 Amil Manufacturing - 2 roll mill 9 3 Ovens - 1 Grieve air circulation 1 Thermolyne furnace 1 National vacuum oven 10 2 Refrigerator - 1 freezer for catalyst and chemical storage - g.E. 11 1 Reactor jack 12 1 Walton Products - vacuum cleaner (202-00223) (202-00244) (202-00225) (202-00225) (202-00227) (202-00224) (200-00400) (207-00024) (207-00025) (207-00026) (202-00227) (202-00223) (202-00243) 14 Assorted glassware, hardware,pipes, heaters and stirrers, chemicals, vice, tools, paper cutter, etc. II 1 Pyrotest Model 93 - West Instruments Potentiometer duplicate Polymerization and Activation Set-Ops to be Installed 4Q 1974 as per RFA-703 (Approved August 8, 1974). 015855 FORTIFLEX HDPE EQUIPMENT INVENTORY Ite Quantity Items Agreed as Solvay's Number Building J - Processing Area 1 1 Banbury mixer (200-00133) super supporting structure and Farrel extruder/conveyer, air veying system, 8' water bath chopper. oil drums w/holders (200-00251) 2 1 Farrel roll mill (200-00147) 3 1 Walk in oven (200-00210) 4 1 Uniloy blow molding machine - 7 molds (200-00242) and 2 screws 5 1 Uniloy blow molding machine control panel (200-00243) 6 1 Conveyer (200-00244) 7 1 Grinder (200-00245) 3 1 Chiller (200-00247) 9 1 Hopper loader (200-00248) 10 1 Air dryer (200-00249) 11 1 Air knife (200-00254) 12 1 Support table (200-00278) 13 1 Ohaus balance (Autogram 1000) Serial 4 (2723) : 4 HDPE resin in warehouse 15 1 120 lb balance (200-00142) Building C Laboratories i 5 1 Oven 17 1 Oven 18 1 30 station constant pressure bottle test unit (including oven); 19 1 Plastograph 20 1 Blown film tower (202-OCG59) (202-00653) (202-00662) (202-00661) 015856 I Item 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 Quantity 1 1 1 'l 1 1 1 1 1 1 1 1 1 1 1 1 1 40 50 7 10 8 2 6 -2- Items Agreed as Solvay's Igepal tank and support stand Fisher 2-116 balance Pasadena press including programmed cooling mechanism Blue M oven Recorder Satorius balance Carver press PlastogTaph Oil bath Blue M oven Melt index unit (Clark #L135) Carver press (Serial #20,000--143) ESCR tank Surfindicator (Clark *IN 146 & IN 141) Instron rheometer Portable Millivolt Potentiometer - Serial Blue M Muffle Furnace Model M30A-1C Typical laboratory equipment in use at the time including: 3 liter beakers for C?BT Large test tubes for Soil ZSCR test Glassware (4 liter) Mantels for spiral wrap test Variacs - Power stats 3N-RB 3 liter flask Ball type reflux condensers Number (202-00504) (202-00503) (202-00435) (202-00436) (202-00437) (202-00434) (202-00433) (202-00432) (200-00025) (202-00305) (202-00495) 45196 015857 -3- Item 39* Quantity 4 2 3 2 1 items Aqieed as Solva;' Straight path reflux condenser Heating mantels for 31 flasks Heating mantels - one 1 flasks Soxhlet extraction set-ups Heater magnetic stirrers Carver press 41* 1 Mettler. P3 balance I i Number (202-00550) (202-00545) T 015858 UNDERTAKING, dated the 15th day of November, 197J by and between CELANESE CORPORATION', a Delaware corporation, ; Here inafter called "Seller"), and SOLTEX POLYMER CORPORATION, a Delaware corporation,(hereinafter called "Buyer"), W ITNESSETH: WHEREAS, by a Purchase and Sale Agreement dated the date hereof (hereinafter called the "Agreement" and hereby incorporated herein by reference) entered into between Seller and Buyer, Buyer has agreed to deliver to Seller an undertaking pursuant to which Buyer will assume and agree to pay, perform and dis charge certain of Seller's obligations in connection with the Assets business being assigned and transferred under the Agreement; and NOW, THEREFORE, In consideration of the premises, and other good and valuable consideration delivered by each of the parties hereto to the other, Buyer agrees as of 10 o'clock A.M. Eastern Standard Time, November 19, 197^ as follows: (1) To pay, perform and discharge all of Seller's trade accounts payable applicable to the HD-PE business as they exist on the date hereof but only with respect to materials delivered and services rendered to the date hereof and Seller's obligations to the extent and only to the extent they, accrue after the date hereof (1) under all contracts and commitments pertaining to the assets and business of the Deer Park, Texas high density polyethylene facilities of Seller (a) reflected in the list referred tc in Section 2.17 E of the Agreement, :o) entered into in the ordinary course of business subsequent t: the dates contained in said list for purchase of the therein specified types of raw materials, goods and services, t, c; for other purchases in the ordinary course of business involving 015859 payments in the case of any contract or commitment of less than $100,000 and (d) for the sale of finished products in the ordinary course of business (regardless of when the agreement or commitment for such sale arose) and (ii) under such further Teases and contracts and other commitments as may be listed in Exhibit 3 to the Agreement (all of such obligations assumed by Buyer referred to herein as the "Liabilities''). (2) Notwithstanding anything to the contrary, with the exception of the liabilities assumed in the previous paragraph, Buyer shall be under no obligation to, and shall not be deemed to, assume any obligation or liability of Seller, whether or not accrued or disclosed, including, without limitation, obligations or liabilities (i) for legal or accounting fees, taxes or any other expenses or charges arising out of the transactions con templated by the Agreement; (li) accruing before, on or after the Closing Date, under any contracts, agreements or other ar rangements of Seller which are not assigned to and assumed by Buyer (subject to the first proviso contained in Section -).)5 of the Agreement); 'ill) under any contracts or commitments which are required to be included in Exhibits or lists provided for in the Agreement but which are not so included; (iv) for any violation cf any contractual obligation or any law, governmental rule or regulation; (v) in respect of products shipped prior to the date hereof, whether as a result of warranties, guarantees tr customer or third party claims or otherwise; or (vi) incurred for or with respect to taxes based upon cr measured by income for any period. (3) With respect to obligations and liabilities specifically assumed by Buyer hereunder, Buyer agrees to, and does hereby, indemnify and hold harmless Seller against ar.d in respect of any and all claims, losses, expenses, costs, obligations 015860 -3- and liabilities which may arise or result from any obligations or liabilities of Buyer specifically assumed hereunder. IN WITNESS WHEREOF, the parties hereto have caused this Undertaking to be executed by their respective officers there unto duly authorized, all as of the day and year first above written. Attest: CELANESE CORPORATION A ,V-- Secretary Witness or Attest: SOLTEX POLYMER CORPORATI '"\%T ^ .4 T 015861 I 4 m3E9E2ZJft2r? FIRST RATI O MAL CITY CAR EC j N? 1523SG FIFTY-FIVE WALL STREET. NEW YORK. N. Y . 10015 1 r l order opE '^CCLANESE CORPORATION* Date. ii/n/74 052 7660-9 1-120 2 10 * DOLLARS a 00/100" ! i ".FEDERAL RESERVE BANK ? OFfc,E'*,vORK < I I no 2 ioo i aoi: -1. "$lfl,7?.A,pnn,nr> AMOUNT /iy 0 (U-7 /. _j=l AvTHOmitO tiONATuac 4 w 015862 PROMISSORY NOTE $ 56,934,000 November 19, 1974 For value received, the undersigned promises to pay to the order of Celanese Corporation at the office of First National City Bank, 399 Park Avenue, New York, New York 10017 on March 31, 1976, the sum of FIFTY SIX MILLION NINE HUNDRED AND THIRTY FOUR THOUSAND '.;c liars ($56,934,000 ), in immediately available funds, together with interest thereon from the date hereof, payable at maturity md on the last day of each intervening calendar quarter, ommencing December 31, 1974, at a Tate per annum (based, a the case may be, on a three hundred sixty-five (36S) or three .undred sixty-six (366) day year) equal to the best commercial lending rate charged to the most substantial commercial borrowers by First National City Bank in New York on each day multiplied by 1.2 (the "Rate"), with any change in the Rate to take effect on the announced effective date of any change in such best commercial lending rate. The makers, endorsers, sureties, guarantors and .^signors of this note severally waive demand, presentment for payment, protest and notice of protest and of non-payment and agree and consent that the time for payment may be extended, cr this note or any portion of the indebtedness then due hereon may be from time to time and for any term or terms extended or renewed bv agreement between the holder and any of then without notice to anv other parties and that after each such extension cr renewal, :* liabilities of all parties shall remain as if each party hereto had consented thereto. `. r If any installment of inteiest hereon be not paid when due (whether by acceleration, extension or otherwise) or any party hereto should make, or attempt to make, any assignment for the benefit of creditors, die, be adjudged to he insolvent or unable to pay his debts as they mature or any receiver, .trustee, liquidator, custodian or like officerbe npnointed to take custody, possession or control of any property of any party hereto or any attachment, levy, garnishment or like process * become effective with respect to any collateral or security for this note, the holder may, by written notice delivered to the maker, declare all of the indebtedness evidenced hereby to be immediately due and payable. From and after maturity (whether by acceleration, extension or otherwise) this note shall bear interest at a rate per annum (based, as the case may be, on a three hundred sixty-five (365) or, a three hundred sixty-six (366) day year) equal to the best commercial lending rate charged to the most substantial commercial borrowers by First National ity Bank in New York on each day multiplied by 1.4 (the "Maturity Rate"), with any change in the Maturity Rate to take effect . a the announced effective date of any change in such best commercial lending rate. This Note may be prepaid in whole or in part at any time and from time to time without penalty but with accrued interest on the principal prepaid. If default be made in the payment of any of the principal ot interest of the indebtedness evidenced hereby and this Note be placed with attorneys for collection, the parties hereto severally 3gree to pay, in addition to all unpaid principal and interest, reasonable attorney fees. The word "parties" or "any party hereto" shall include makers, endorsees, sureties, guarantors ana assignors. The maker agrees at any time and from time to tine, a: its expense, at the written request of the holder and upon surrender of this .Note for such purpose, to issue new notes m exchange therefor in the denominations of $1,003,000 or ar.y multiple thereof specified by the holder, in an aggregate principal amount equal to the unpaid principal amount ot the note or notes so surrendered, having the identical terns of this Note except for the appropriate principal amount, and hearing interest from the date to which interest- has been paid on the note or notes so surrendered. 2 015864 At the option of the maker, this .Note will be exchanged by the holder for a note of identical terms issued as maker by , a special purpose leasing company to which the maker shall have sold and leased a substantial part of its assets, provided there is delivered to the holder of the substituted note guarantees of the maker hereof and the parent company of the maker in the form of the guaranty of this Note by said parent set forth below. Soltex Polvmer Corporation (Name of maker) By: /s/ C. Lautrel GUARANTEE OF SOLVAY 5 CIE, S.A. FOR VALUE RECEIVED, SOLVAY 5 CIE, S.A., a corporation duly .organ!:ed and existing under the laws of Belgium (herein called the "Guarantor"), hereby unconditionally guarantees to the holder of the Note upon which this Guarantee is endorsed the due and punctual payment of the principal of and interest on said Note, when and as the same shall become due and payable, whether at maturity, upon redemption or otherwise, according to the terms thereof. In case of the failure of the maker, or an> successor thereof (herein called the "Company") punctually to pay anv such principal or interest, the Guarantor hereby agrees to cause any such payment to b'e made punctually when and as the same shall become due and payable, whether at maturity, upon redemption or otherwise, and as if such payment were made by the Company. The Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of said Note, the absence of any action to enforce the same, any waiver of consent by the holder ' of said Note with respect to any provisions thereof, the recovery of any judgment against the Company or any action to enforce the same, any consolidation, merger, conveyance or transfer by the Company or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. The Guarantor hereby waives, with resepct to said Note or the indebtedness evidenced thereby, diligence, present ment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in said Note and in this Guarantee. The Guarantor further agrees that the Note may be extended, renewed, modified, amended or supplemented, in any manner, in whole or in part, without notice or further assent from it, and that it will remain bound upon this Guaranty notwithstanding any such extension, renewal, modification, amendment or supplement to the Note. The obligations of the Guarantor hereunder shall not be affected by (i) the failure of Celanese Corporation ("Celanese") to assert any claim or demand or to enforce any right or remedy against the Guarantoror the Company under the provisions of the Note or of any related agreement or otherwise; (ii) any extension or renewal of any thereof; cr (iii) any rescission, waiver, modification, amendment or supplement of anv of the terms or provisions hereof or the Note or of any related agreement. The obligations of the Guarantor hereunder s' i.l not be subject to any reduction, limitation, impairment r- - rmination for any reason, including without limitation, any claim or waiver, release, surrender, alternation or compromise, and shall not be subject to any defense or setoff, counterclaim, 4 015866 recounmer.t or termination whatsoever by reason of the invalidity, illegality or unenforceability of any related Agreement, or the t acceptance of the Note thereunder, or otherwise. Without limiting the generality of the foregoing, the obligations of the Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of Celanese to assert any claim or demand or to enforce any remedy hereunder or under the Note or any related agreement, by any waiver ui muaificatioi thereof, by any default, failure or delay, willful or otherwise, in the performance of the Company's obligations under the Note, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Guarantor or might otherwise operate as a discharge of the Guarantor as a matter of law. The Guarantor further agrees that this Guaranty shall continue to be effective or be reinstated, as the case may be, if at any tine payment, or any part thereof, of principal of or interest on the Note is rescinded or must otherwise be restored by Celanese upon the bankruptcy or reorganization of the Company or otherwise. In furtherance of the foregoing and not in limitation of any other right which Celanese may have at law or in equity against the Guarantor by virtue hereof, upon failure of the Company to pay any instalment of principal of and/or interest on the Note when and as the same shall become due, whether ot maturity, by acceleration, after notice of prepayment or otherwise, the Guarantor hereby promises, and will, upon receipt of written demand by Celanese addressed to Guarantor, Rue du Prince Albert 33, 3russels, Belgium, forthwith pay, or cause to be paid, to Celanese :n cash, an amount equal to the sum of the unpaid principal amount, the accrued and unpaid interest and all other monetary obligations of the Company to Celanese, under the terms of the Note. Each reference herein to Celanese si.all be deemed to include the holder from time to time of the Note on which this S Guarantee is endorsed, or its successors and assigns, in whose favor the provisions of this Guaranty shall also inure. Each * reference herein to the Guarantor shall be deemed to include the successors and assigns of the Guarantor, all of whom shall be bound by the provisions of this Guaranty. No delay on the part of Celanese in exercising any rights hereunder or failure to exercise the same shall operate as a waiver of such rights; no notice ui demand ^ hi autor shall be deemed to be a waiver of the obligation of the Guarantor or of the right of Celanese to take further action without notice or demand as provided herein; nor in any event shall any modification or waiver of the provisions of this Guaranty be effective unless in writing and signed by the parties hereto nor shall any such waiver be applicable except in the specific instance for which given. The Guarantor further agrees that if at any time the Company shall issue notes upon surrender of the attached note, it will execute another guaranty in identical terms hereof. This Guaranty is, and shall be deemed to be, a contract entered into under and pursuant to the laws of the State of New York and shall be in all respects governed, construed, applied and enforced in accordance with the laws of said State; and no defense given or allowed by the laws of any other State or country shall be interposed in any action hereon unless such defense is also given or allowed by the laws of the State of New York. Solvay American Corporation, a corporation doing business in the City and State of New York, United States of .America and having an office at 609 Fifth Avenue in the Borough of Manhattan in the City of New York is hereby designated and , irrevocably appointed as the authorized agent of Guarantor to accept and acknowledge on behalf of the Guarantor service of any and all process which may be served in any legal suit, action or proceeding which may be instituted in any State or Federal Court ;n the State of New York arising out of or relating to the Guaran tv -erein. _________________________________________________ 6 015868 or hereafter to the laying of the venue of any sucii suit, action or proceeding and irrevocably submits to the jurisdiction of any such Court in any such suit, action or proceeding and agrees that the service of process upon the said Solvay American Corporation at its said office and written notice of said service to the Guarantor mailed by prepaid certified air mail or delivered to the Guarantor, Rue du Prince Albert 33, Brussels, Belgium, (or to such other address as ti. <>ntor shall notify Celanese), attention of The Secretary, shall be deemed in every respect effective service of process upon the Guarantor in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the Guarantor whether or not the Guarantor shall then be doing, or at any time shall have done, business within the State or New York, and that any such service of process .shall be of the same force and validity as if service were made upon if according to the laws governing the validity and requirements of such service in ouc.i otaie and waives aii claim of error by reason of any such service. SAID designation and appointment shall be irrevocable until the Guarantor's obligations under the Guaranty shall have wholly terminated. Said designation and appointment shall become effective upon delivery of the Guaranty. IN WITNESS V,'HEREOF, the Guarantor has caused this Guaranty to be duly executed by its duly authorized officers all as of the day and year first above written. *//? f. 4 , v* [Seal ] Accepted this 19th day of November, 1974 CELANESE CORPORATION (C$) E- Sv.'olis ADMINISTMTtUa ftfMERE DU C0MI1E LXcCJIT Pitsidr'-j / 015869 GUARANTY dated as of November 19, 1974 of SC'LVAY 5 CIE. , S.A., domiciled in Brussels, Belgium (hereinafter called the Guarantor), in favor of CELANESE CORPORATION, a Delaware corporation with offices in New York, New York (hereinafter cal. 1 .,iese), its successors and assigns. The Guarantor owns, beneficially and of record, 1901 of the issued and outstanding common stock of Soltex Polymer Corporation, a Delaware corporation (hereinafter called ths Company). In order to induce Celanese to enter with the Company into agreements each dated the date hereof known as the Pur base and Sale Agreement, the Ethylene Supply Contract, the HD-PE Conversion Contract and the Nylon Plant Operating Agreement (hereinafter collectively called the Agreements), the Guarantor hereby agrees as- follows: The Guarantor guarantees the performance by the Company of the Company's obligations under the Agreements in accordance with and subject to their terms. The Guarantor further agrees that this Guaranty constitutes a guaranty of payment and performance and not of collection, and waives any right to require that any resort be had by Celanese to any other monetary obligations of the Company t Celanese or that Celanese first enforce any of its rights against the Company. Each reference herein to Celanese shall be deemed to include (and to exclusively include) Celanese and the successors and assigns of substantially all of the business and assets of that portion of Celanese now known as Celanese Plastics Company, in whose favor the provisions of this Guaranty shall also inure. Each reference herein to the Guarantor shall be deemed to include the successors ar.d assigns of the Guarantor, all of whom shall be bound by the provisions of this Guaranty. This Guaranty is, and shall be deemed to be, a contract entered into undpr and pursuant to the laws of the State of New York and shall be in all respects governed, construed, applied and enforced in accordance with the laws of said State; and no defense given or allowed by the laws of any other State or country shall be interposed in any action hereon unless such defense is alco giv'an or allowed u" ' ; law- of the State of New York. Solvay 4-ierican Corporation, a corporation doing business in the City and State of New York, United States of America and having an office at 609 Fifth Avenue in the Borough of Manhattan in the City of New York is hereby designated and irrevocably appointed as the authorized agent of Guarantor to accept anc. acknowledge on behalf of the Guarantor service of any and all process which may be served in any legal suit, action or proceeding which may be instituted in any State or Federal Court m the State of New ior*. aixswig wt of or relating to the Guaranty herein. The Guarantor waives any objection which it may have now or hereafter to the laying of the venue of any such suit, action or proceeding and irrevocably submits to the jurisdiction of any such Court in any such suit, action or proceeding and agrees that the service of process upon the said Solvay American Corporation ;t its said office and written notice of said service to the Guarantor mailed by prepaid certified air mail or delivered to the Guarantor, Rue du Prince Albert 33, 'Erussels, Belgium, (or to such other address as the Guarantor shall notify Celanese), attention of The Secretary, shall be deemed in every respect effective service of process upon the Guarantor in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the Guarantor whether or not the Guarantor shall then be doing, or at any time shall have done, business within the State or New York, and that any such service of process shall be of the same force and validity as if service 2 015871 wore made upon it re cordins to the laws governing the validity and requirements of such service in such State and waives all claim of error by reason of any such service. SAID designation and appointment shall he irrevocable until tlie Guarantor's obligations under the Guaranty shall have wholly terminated. Said designation and appointment shall become effective upon delivery of the Guaranty. IN WITNESS WHEREOF, the Guaran.' '..,,s caused this Guarantv to be duly executed by its duly authorized officers all as cf the day and year first above written. --x . / ~ /> By / , -I'*-' Vice" President / ./ \ i <i i 015872 3 SULLIVAN & CROMWELL NEW ** TEIC**0*C '2'2I 95J-9'00 TCLO 62694 {'Nrcur<o*Ac:. SQCSTiC> CABLE A00HCS5 LAOTCOURT, NEW TOR", wy/Mu'S* iy %/;- /<rrr ISO RAH* AVENUE. HEW TOR* I 0 0*1*7 17. AVENUE MATlONON. ?3OC0 RARiS tl (AON MONO EH LANE. LO*OON CC2v 0^8 November 19, 1974 Celanese Corporation, 1211 Avenue of the Americas New York, N.Y. 10036 Dear Sirs: In connection with the sale by the Celanese Corporation, a Delaware corporation (the "Seller"), to Soltex Polymer Corporation, a Delaware corporation (the "Buyer"), of Seller's Deer Park, Texas high density polyethylene (HD-PE) facilities together with certain related assets and liabilities of Seller, we, as counsel for the Buyer, have examined such corporate records, certificates and other documents, including the Purchase and Sale Agreement (the "Agreement"), the Ethylene Supply Contract, the Conversion Agreement, the Nylon Plant Opera ting Agreement and the Promissory Note to be delivered pursuant to the Agreement, all dated the date hereof, and have reviewed such questions of law as we have considered necessary or appropriate for the purposes of this opinion, and upon the basis of such examination and review advise you that, in our opinion: 015873 (1) Buyer is a corporation duly organized, validly existing and in good standing under the Celanese Corporation^ laws of the State of Delaware/ with full power and authority to carry out the transactions contemplated under the "Agreement". (2) The Agreement, the Nylon Plant Operating Agreement, the Conversion Agreement and the Ethylene Supply Contract have been duly authorized, executed and delivered by Buyer and constitute valid and binding obligations of Buyer in accordance with their terms. (3) The Promissory Note to be delivered to Seller by Buyer has been duly authorized and when executed and delivered in conformity with the terms of the Agreement will be a valid and binding obligation of Buyer in accordance with its terms. Very truly yours, November 19, 1974 Celanese Corporation 1211 Avenue of the Americas New York, New York 10036 Gentlemen: As additional consideration for the assignment of all rights, title and interest in and to the trademarks and trademark registrations and applica tions therefor ("Trademarks") listed in Schedule A of an Assignment of Trade marks, from CELANESE CORPORATION to SOLTEX POLYMER CORPORATION, dated November 19, 1974 together with the good will of the business symbolized by said Trademarks, SOLTEX POLYMER CORPORATION hereby agrees that in the event Solvay discontinues use of the Trademarks, it shall not assign said Trademarks to anyone without first offering to assign said Trademarks to CELANESE CORPORATION, granting CELANESE CORPORATION the right of first refusal, SOLTEX POLYMER CORPORATION --~ T 015875 November 19, 1974 Celanese Corporation 1211 Avenue of the Americas New York, New York 10036 Gentlemen: As additional consideration for the assignment of all rights, title and interest in and to the trademarks and trademark registrations and applica tions therefor ("Trademarks") listed in Schedule A of an Assignment of Trade marks, from CELANESE CORPORATION to SOLTEX POLYMER CORPORATION, dated November 19, 1974 together with the good will of the business symbolized by said Trademarks, SOLTEX POLYMER CORPORATION hereby agrees that in the event Solvay discontinues use of the Trademarks, it shall not assign said Trademarks to anyone without first offering to assign said Trademarks to CELANESE CORPORATION, granting CELANESE CORPORATION the right of first refusal. SOLTEX POLYMER CORPORATION 015876 ETHYLENE- SUPPLY CGNTRAC CELANESE CORPORATION NEW YORK, MEW YORK AS SELLER AND SOLTEX FOLYMLR COR AS BUYER ATI CM 015877 PURC IS AND SALS I AGREEMENT, dated as of November 19,197^, between SOLTEX POLYMER CORPORATION , a Delaware corporation ("Bayer"), CELANESE CORPORATION, a Dei-war.- poration with executive offices in New York, New York ("Seller"), and SCLVAY 1 DIE., S.A., organized ir, Belgium ("Soivay") , WITNESSED R: WHEREAS, Seller desires to sell and Buyer desires to purchase, subject to the terms an. conditions herein set forth, the Deer Park, Texas high density polyethylene (HD-PE) facilities together with certain related assets and liabilities of Seiler; and WHEREAS, Soivay owns all of the outstanding common stock of Buyer; '10W, THEREFORE, in consideration of the premises and the respective representations, warranties, agreements a;.o c:r.aitions herein set forth, Seiler, Buyer and Soivay heresy agree as fellows: I. Pure nave and Sale of Assets . 1.01 Subject to the terms ar.d ccnuiti.no of oris Agreement, on the Closing Date hereinafter referred to, Seller will assign, transfer and deliver to Buyer, all by a seed ir. the form of Schedule I, an indenture of transfer suc.ctar.tual 1 / transfer satisfactory to Buyer, t - e fsl lowing : 'a. t r. e i te-c sec cr identified in Exnibit A (the Scheduled .l-setc") ; :.s: : all receivable, claims , franc:: i sec , licenses, leases, cat a , l us u -.esc correspondence and records relative to operations, :.ro cure r.er.t, credit, inventory, pricing, roc tv., contracts, product icr., 015878 technology and :aaj all assets, documents and other interests situated at ar pertaining to the Deer Park, Texas HD-PE facilities of Seller or then existing HD-PE business of Seller, other than Scheduled As sets, whether or not carried at value on the cooks of Seller and whether or not in the possession of Seiler or others, but ex cluding (1) all tax .refunds, cash and prepaid ar.d deferred items except as set forth in Exhibit A-l hereto; (2) such other items as are set forth in Exhibit A-2 hereto; (3) stores and supplies for' use exclusively at Seller's nylon plant in Deer Farx, Texas stored in common with those for use at HD-PE facilities and (b) all of Seller's rights to insurance and indemnity against any liability of Seller not assumed by Buyer hereunder (ail items being so assigned, transferred and delivered other than the "Scheduled Assets" being referred to herein as the "Unscheduled Assets"; the Scr.eduled ar.d Unscheduled Assets being herein collectively referred to as the "Assets"). After t.ne Closing, ttie Buyer shall have the right ar.d authority to collect for the account of the Buyer, ail r- (except trc^e rsascigned to Seller under Section 2.0:) ar items wrier snail be transferred to Buyer as provided he: and to endorse with the name of the Seller any checks re: on account of such receivables or other items. The Sell: that it will transfer and deliver to the Buyer any cash : property chat the Seller may receive in respect of s^ c.: : or other iters so transferred to B,m:er. 1.02 On he Cicsino uy an unaertak e f orm r.ess as they exist on the Closing Date but only with respect to .materials delivered and services rendered to the Closing Date a.-.i Seller's obligations to the extent ar.d only to the extent t.rov accrue after tne Closing Date (1) under all contracts ar.d commit ments pertaining to the-assets and easiness'of the Deer Park, 015879 Texas HD-PE facilities of Seller (a) reflected in the lists re ferred to in Section 2.07E, (h) entered into in the ordinary course of business subsequent to the dates contained in said list for purchase of the therein specified types of raw materia. goods' and services, (c) for other purchases ir. the ordinary ccur of business involving payments in the case of any contract or commitment of less than $100,100 and (d) for the sale of finished products in the ordinary course of business (regardless of when the agreement or commitment for such sale arose) and (2) under such further leases and contracts and othe^ commitments as may be listed in Exhibit 3 hereto, (all such obligations to be assumed by 3uyer being referred to herein as the "Liabilities"). Anything herein to the contrary notwithstanding, with the ex ception of the Liabilities assumed pursuant to this Section 1.22 Buyer shall ce under no obligation to, and shall not be deemed t assume any obligation or liability of Seller, whether or r.ot accrued or disclosed, including, without limitation, obligations or liabilities (i) for legal or accounting fees, taxes : r ar.y other expenses or charges arising out of the transactions con templated by this Agreement; (ii; accruing before, or. or after tre Closing Cate, under any contracts, agreements or-otter ar rangements of Seller which are r.ot assigned to ar.d assumed by S(subject to tn.e first proviso contained in. Section d. 2 6) ; (ill; under ar.y contracts or commitments w ricu are required to ce in cluded in Exhibits ^r lists creviced fen terein out '..hied, are -o products shipped prior to the C loci rig Late, ..nether as a resj.t of 'warranties, guarantees or customer or chord party claims; or otherwise; or (vi) incurred for or with respect to t axes base: upon or measured by income for any oeriod. Seller agrees to retain and heresy does retain all of its obligations ar.d -3- 015880 liabilities otr.er than t.rose s pec if!; 211,, -^-'v : uy 3uyer pursuant to this Section l.SS and agrees to, and does hereby, indemnify and held harmless Buyer against ard In respect of any and all claims, losses, expenses, costs, ligations and liabilities which may arise cr result from any obligations or liabilities of Seller that are not specifically assumed by Buyer hereunder. 1,03 The purchase price to be paid oy Buyer to Seller (the ''Purchase Price") shall be determined and allocated as t follc.'s: (a) fop the Scheduled Assets, the purchase price shall be $70 million and (b) for the Unscheduled Assets, the purchase price shall be an amount equal to the sum of (i) the face amount of the accounts receivable included in the Assets, (ii) the book value of the prepaid and deferred items included in the Assets, and (iii) Seller's "actual cost" for Inventories included in the Assets determined as hereinafter provided minus the Liabilities. A physical inventory shall be conducted as of the Closing Date and observed by representatives of Seller and by ' Arthur i'cur.g i Co., independent accountants for Buyer '(the "Buyer1 Accountant3"). Seller's "actual cost" for purposes of determining the Purchase Price shall be determined in accordance with tr.e fol lowing: raw material supplies and mechanical stores inventory shall be priced at invoice cost to Seller, and work ir. process and finished product inventory shall be priced at Seller's current actual production costs (standard cost plus depreciation p 1 -.s or minus variances from standards to actual) in accordant:- with generally accepted accounting principles, provided true ail in- usable and salable in the normal course of Seller's hDPB business and all items of cosolete or unusable materials snail ce written off or written down to realisable market value. -b- 015881 Ir. the event the Seiler's representatives ar.d tr.e ;w Accountants are in disagreement with respect to determir.it ion of cost in accordance with the preceding paragraph or to any auditing or accounting method, standard or procedure used or proposed to be used in determining such cost, such disagreement shall be resolved by another accounting firm ox recognized standing, which accounting firm shall be selected by the Seller ar.d the layer's Accountants. The determination of such other accounting firm will.be final and binding on the parties. The fees of the Buyer's Accountants shall be bcrr.e by Buyer, and the fees of said other accounting firm shall be borne equally by Seller and 3uyer. 1.04 The closing shall take place in New York City, at the offices of Seller, 1211 Avenue of the Americas, on November 19, 1574 at 10:00 A. 'A. (the "Closing Date"). // At the closing, Seller shall deliver to Buyer the in struments of transfer referred to in Section 1.01, and Buyer shall deliver to Seller the undertaking referred to in Section Concurrently therewith, Buyer shall also deliver to Seller its note (the "Note") and guarantee thereof, in the forms set cut in Exhibit C hereto and dated the Closing Date, in a principal amount equal to 75? of the Provisional Purchase Brio: - - A official bank check in Federal Funds in the amount o: the Provisional Purchase Price minus $250,000. The Purchase Price shall be tr.e sum of tr.e amount specif: clause (a) of Section 1.03 plus tr.e amount crown on : sheet delivered by Seller at the closing as represen' estimated amount of one purchase price-under cla-se Section 1.C3 - Within 10 business days following the establishment of the Purchase Price, adjustments shall be made so that the Note represents 755 of the Purchase Price and cash payment equals 25? of the Purchase Price minus $250,000. 015882 Seller with respect to the Assets, and all 197- real crccercy taxes payable by Seller cn the real property included it. t.te Assets, shall he prorated as of the Closing Sate. II. Seiler's Peoreser.cations and ./errancies. Seller represents ar.d warrants to, and agrees with, Buyer as follows: 2.01 Seller is a corporation duly organized, ___ 1; existing and in good standing under t.te laws of the State of Delaware, with full power and authority (corporate and ether) to carry tut the transactions contemplated ty this Agreement. 2.02 Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will conflict with or result in any breach of any of the terms or conditions of, or constitute a default under, or result in the creation or imposition of any lien,, charge cr er.cur.trance upon any of the Assets, under the cr.arter or by-laws of Sailer or ar.y judgment, mortgage, order, decree or any agreement cr instrument to which Seller is a party, by which it is bound :r of which it or any of the Assets is the subject. No consents are required for the transfer to Buyer of any of the Assets ex cept as s.ncwn ir. Exhibit 3-1, 2.03 A. Seller has good ar.d marketable title in. fee simtle to all of its real properties, 'and good marketable title to all its other properties, included in cne Assets, free and clear of a mortgages, lions, pledges, charges, easements or er.cumt rar.ces of any nature whatsoever, except (i) as listed in Exhibit 1 .-.v.ic.n - Jy taxes, payments of whic.o are not yet del ina.uent, and (iii, imperfections in title and easements and encumbrance:, If 015883 net materialdetract from the value, or interfere ..-tan me present .se, : f the property subject tberet; :r affected tnere or otherwise materially impair business operations. B. All leases included in the Assets are in coca sta and valid and effective in accordance with their respective te there is not under any thereof any existing default cr any eve which with notice or lapse of time would con uefault. C. The Assets (together with all applicaole items li in Exh itit A-2) constitute all of the properties and assets re 'ey Sel ler :r used by it in its H"-?E Ousmess, in: lur. i.n.t, ..itn limitation all such properties and assets as are reflected m books of Seller as of the Closing Cate. D. The inventory included in the Assets is of a qua.n ar.d quality adequate to meet contractual requirements. E. The buildings and other fixed assets and the mach and equipment -which are a part of the Assets are well maintain and are in good repair and operating condition. 1'pon the sale assignm.ent, transfer and delivery of the Assets to Buyer hereu: t here will be vested in Buyer good and marketable title therm: free a r.h clear of ml liens, encumbrances, ecuities, clam.? an: : bliss tiers t c other cercons of whatever kind arc cr.srscter ex- cept as stated in clauses (ij, (ii) and (ill) of this lection 2.0*4 All contracts and commitments for t.ne purmase of raw materials, goods ar.d services and the sale of finis.tei preduo us included in the Liabilities were -mde ir. t.ne erdinary course of business and are, as to trice and quarti-y, emsmsnwith t ne ordinary cmrse of the business neretofere mnmmi e* or is not 'n default la tne c-rf cnmance, a term:: m :h 1fi lime r.t of any of the terms, provision:: or conditions :f ancontra1ct or commitment tc be assigned to Buyer hereur. .er. 2.05 Except as disclosed in schedule IV, to tne best of Sel lei 1 c knowledge ar.d belief Seiler is net in default in repee t of, or conducting its business at its Beer Park, Texas 015884 limitation, one Acseoo, and one use :r.ereof, comply ul- I applicable coning, occupational safely and environmental pro tection laws and regulations. Tiers are no claims, actions, proceedings or investigations involving or asserting default or violations of the types covered by the preceding sentence and to Seller's know1en none arp threaten0^, a ^ ~ a ^ i- a5 disclosed in Schedule IV. To the best of its knewvu^e and belief, Seller is no: in operations connected with its Seer Park, Texas HE - ?E facilities infringing upon any patent, copyright, trademark, service -arx, trade name or license of others. Except as disclosed in Schedule IV, there is no order, writ, injunction, decree or de mand of any court or of any federal, state, municipal or ether governmental agency or department relating to Seller's HS-PE business or to the Assets. Seller has all valid and effective licenses, permits or other governmental authorisations which are material and 'which are rec.uired for the present ccr.ivcc of its HD-PE business and none of them reouire any action for 'Payer to abl" to conduct suer ''usin^ss. 2.06 Except as disclosed in Schedule 7 there are, ar.a at the Closing Date will oe, no actions or proceedings per.cing by or against Seller before any co^rt, agency cr arbitrator 0i there are nc threatened cr imminent litigations, government investigations or claims of patent infringement wnion could adversely and materially affect the value of the business or assets transferred by t.nis Agreement. Seller ic r.ct Involved in, threatened with or affected by 3r.v ' etc:' i locate i.t ttc 2.37 Seiler has delivered to 3u/er complete arc correct lists of the following: A. All real property owned or leased by Salle:' and included in the Assets, together with a general description of the real orooerty and title 015885 :c ir. such lice. 3. All letters racer.:, racer.: asp licati ;r.s , copyrights, Cr ademarks, service narks, Crate names and licenses and righes in any thereof, used or held for use in che KO-FE business of Seller, whether or- -wned by Seller, and all technical ass_j-a.nce, know-how, or engineering consulting agreementr , ani employee agreements regarding inventions and copyrigotc, to which Seller is a party relating to such business. C. All bonus, incentive compensation, profit sharing, retirement, pens on, group insurance, death benefits or other fringe benefit plans, trust agreements or arrangements of Seller re lating to the HD-PE business of Seller, to gether with a true copy of each item referred to in each list. 3. Ail collective bargaining agreements, tensuit ins agreements and employment and compensate::', agreements relating to employees engaged in tne HD-PE business conducted by Seiler, together a true copy of each item referred to in earn --i3t . ^apc. purchase of gas, isooutare, pentane and cyclo hexane, (ii) for the acquisition :i prjterty, plan: and equipment and (ii!) for all ot.ner purena involve future payments tv Seiler of more :h $100,000, togstner witr. a true copy of each. 015886 - a - s ~ a a a r' * Vzr cor.versicr :c . ar.d fcr a i* tj 1 S. Texas HD-PE fa ;ies whioh involve a sale price of core than ;1CC,1C1 :r performance of which extends beyond twelve months from the date hereof and of ail outstanding bids or quotations which, if the., oeccme contracts, would be covered by the foregoing, together with a true copy of each. ' G. All dealer, distributer, tales representation and advertising contracts pertaining to Seiler's HD-PE domestic business, together with a true copy of each. H. A summary of Seller's pending capital appro priations pertinent to tr.e Deer Park, Texas HD-PE facilities, showing project amount, schedule ar.d status . 2. OS If the accounts receivable included in tr.e Asset: are net collected at their face amount within 90 davs from tm Closing Date, Saver may notify Seller that specified aoto-rts r0csicb 1 - cr 57.ceffj ooi?wicns " ,*itr60f ^ T3.76 r.0" been collected despite reasonable efforts by Payer; isrcrr.it\ upon the giving of such notice Seller shall pay to Payer ir. cat" the amount specified in such notice. The making of "reasonable effort;" shall not be deemed to require the institution cy Haye: of any legal action, suit or proceeding of any character. lc:r. payment by Seiler as aforesaid, Payer will, upon request ;f Sel! mill due to a orange in product ar.d tr.e temporary sr.attt .r. of pentane reactors P-tOl and F.-6C2 due to {<.) unavailability of a d e c u a t e c u a 111 v o e n t a r. e , {b ) t r. e - t h y 1 e n e s r. c r t a r*a a ^ d z ) required mechanical changes for safety reasons and (ii; the Solution Plant forth. Train due to the ct'.ylc.,e shortage, sir.ee T: t imber-2lj""i 273 ~c were-has-not-le'e'n7Tr.d to 015887 ~ ^ --- -- ^ asset; pertinent t; seller s -,-.'i late, Seller v.ili carry or. its Ed- ccurse, ard '..'ill rot, wit .tout the commitment, exoerditure or orange salary or wage level except in the ordinary course of business. 3e wil] use its best efforts (i) to m; i.ntair. and preserve the business organization t-un-PE business cf Seller intact; (ii) re tain its present employees related tr.ereto so that they will be available to Buyer on and after the Closing Cate; and 1 ill) Seller, to the extent requested by Buyer, will use its best efforts to persuade its employees enraged in the HE-PE easiness to become employees of 3uyer on ar.d after the Closing Cate and will not thereafter without consent of Buyer offer employment to such employees, unless such employees are involur. ,arily terminated or laid off without expectation for recall. 2.10 Seller is the sole owner, free and clear of all liens, encumbrances and claims of others, of the inventions covered by the patents and patent applications set forth in the lisa furnished pursuant to Section 2.773 except as sec forth in said list. Except with respect to rights Seller r.as urvisr 2r. d 2. * 5 d Jo.r.ueltv 1, 1}71 v.rith Phillies Petroleum Company relating to technical information devolcte: am patent applications filed by Phillips on and after September ^, 1S71 and relating tc polyolefin process, resin modification, and polyolefin resins, the Assets include all patent 'iz.nts and technological data required for tn.e effective conduct :Seller's HS-PE ousiness as creser.tlv conducted. Che rirh.ts and cata .tier. are intruded in the Assets can be used by Buyer from, a-a after and without payment to others. 2.11 Prior to the Closing date, Seller .'111 r e rm i t Buyer, subject to confidentiality obligations from Seiler tc third parties, to have full access to all properties, records and documents of Seller, and will furnish to Buyer suen financial, commercial, operating and other information with respect to tr.e -11- 015888 may be related to tr.e HD-PE buair.es; ttr.aucted :y Seller, arc ''ill cooperate to the fullest extent to remit layer to -axe ar. investigat:ions wrier. Buyer may reasonably request. 2 .12 Seller has not incurred any iiaoilitv fer trexerare fees or a " ants' commissions in connection with this Agreer.er.c or tr.e tre actions contemplated hereby. Each of the representations and warranties of Seller con::air.ed in this Agreement will be true ar.d correct as of tne (Hosing Date with the same effect as if made on and as of such ^ a t 2 ,,14 This Agreement has been duly and validly au:hc- "iced, execiuted and delivered by Seller and constitutes a valid and binding obligation of Seller in accordance with its terns. 2.15 The Ethylene Supply Contract, the HD-PE Conversion Contract, the Standby Natural Gas Agreement and the Mylon Plant Operating Agreement hereinafter referred to when delivered to Buyer at the closing ..'ill have been duly and validly authorised, exe cuted ar.d delivered by Seller and will constitute valid and binding = b1.igations of Seller in accordance with their ter.es. 2 . 16 Unaudited plant fixed costs as classifies : v ar.i incurred by Seller during the year 197 3 in respect of tr.e Deer pi "'avop HD-PE facilities were approximately $7,-12,200 ex- eluding depreciation. 2.17 Except as indicated in Exhibit H , there are or> s.drr.iri 1 tr*1 v5 cr,ccs8dir.r'c. 2.6 r.2l ir. z. t\cr r.r.y n222222 in process ncr1 2.r v notices r ~ c 91 v 5 2 2 y ^21*02 ./ 2 _ 0 2 c 2 v, _ 2 -1 '. 0 r 21 ; affect in t 0 ^ ,, -I - .. _ . . r ,,-. - 0TM6ric -- r1 2.2 2 2' r'~ , 2. z T'j*.^ ^ 2ov z C w*2222. .22.s been furnished to Buyer. 2.19 HD-PE production at Deer Park is presently at a level repairing 230,000,130 pourds of ethylene per year (excluding Celar.ese Piping System requirements). without reference to tr.e transaction cor.tenoiased by this Agreement, Seller had determined to schedule redaction in production of HD-FE to the 1-vel pernio tea 015889 oy tr.e has scheduled do be operating ao chat level by Jar. .ary 1, l)':. * Seller has notified all :f its HD-PE easterners if t.-.e seneiule for reduction to 150,000,000 pounds and has advised then of de liveries to be expected by each when operations are at t.oat level and Seller has furnished to Buyer a schedule showing the foregoing. Seller agrees to be responsible for all consequences of elimination .-eduction of HD-PE supplies to any purchaser of HD-PE whether such elimination or reduction has been effected by the 1losing Date or is effected by 3uyer thereafter. Seiler's responsibility pursuant to the preceding sentence shall not extend to a reduction to a particular customer effected by the voluntary act of Buyer (and not as a consequence of force majeure as defined in the Ethylene Supply Contract, difficulties in obtaining raw materials or utilities, legal requirements or factors beyond the reasonable control of Buyer) if such reduction reduces deliveries to said customer by more than 5% from the level heretofore noticed to said customer pursuant to the program recited in the fourth sentence of this Section. Seller agrees to, and does hereby, indemnify and .-.old harmless 3uyer against all claims, suits, costs, damages, liability and expense in respect of the matters for which Seiler assumes re sponsibility pursuant to the fifth sentence of this Section. 7: the extent that Seller is not responsible as a result of the pro visions of the sixth sentence of this Section, Buyer agro-es oo, and does hereby, indemnify and hold harmless Seiler agair.st all claims, suits, costs, damages, liability and expense. 2.20 Seller is taking tne Pete without a view oo iis- tribution thereco'. Seller arrees ob.ao it will roc -ane o o o c : c ic _ on of the Note except in compliance .ich one applioacle s acu.-.t ie. laws . III. 3-jyer's and Solvay's Pep r es -*-a-1 or.c ana Warrenc cer . Buyer and Solvay, jointly and severally, represent ar.d warrant to, and agree with, Seiler as follows: 3.01 Buyer is a wholly-cured subsidiary of Solvay ar.d Is a corporation duly organized, validly existing and in good standing-under- the-laws-of- tne- State -of--Del-aware-,--and Sorvay-i-s--a--------- societe anenime duly organised -.nicely existing ar.d in good standing 015890 ^ r. i ^ (corporate ar.d other) so carry cut one transactions osnte p.asei by tnis Agreement w.nich are appiicaole to it. 3.32 Neither the execution and delivery tf trie igreenent nor tne consummation of the transactions contemplates r.ere'cy will conflict with or result in ar.y oreach of any of the terms or conditions of, or constitute a default under, the charter or by-laws of Buyer or Solvay or any agreement, instrument, order or decree to which Buyer or Solvay is a party or by whirr, it is bound. 3.03 Neither Buyer r.or Solvay nas incurred a'_y litoility for brokerage fees or agents' commissions in connection with this Agreement or the transactions contemplated hereby and Buyer or Solvay will be solely responsible for compensation to Dazard "teres 4 Co. in connection herewith. 3-04 Each of the representations and warranties of 3uyer and Solvay contained in this Agreement will be true and correct on and as of the Closing Date with the same effect as if made on such date and shall survive the closing. 3.05 This Agreement, the undertaking specified in Seedier. l.i'i, Pro Note, the guaranty tf payment on tr.e r.tte, ment, the guarantee referred to in Section 5.05 and the lease of the land upon which the nylon plant is situated have beer duly ar.a validly authorized, executed and delivered oy Buyer and Stiver, respectively, and constitute valid ar.d oir.dinz so liras ions tf Buyer and Solvay, respectively, in accordance v/it.o train earns. IV. Conditions Freced-t-r.t to Buyer's it i eras i :r . The obligation of Buyer to consummate "re transactions template! hereby is subject to tne following conditions v. re :e sent , unless waived by Buyer: ^.01 The representations ana warranties of Seil-r contained in tnis Agreement shall se true at and as or' cf^ Closing Date with the same effect as though such represent at 1 cr.s and warranties were made or, and as of such date; all of tne Id- 015891 015892 rescectivG terms thereof th-* Par.-t, Texas facilities in the mauoner r.eretofcre cperased by Seller. E. The property tax agreement with the City of LaPorte referred to in Section 2.13 will re main operative when the Assets are in the possession of Buyer. Such opinion shall cover such other matters related to this Agreement and the transactions cor.templatec hereoy as ruyer may reasonably request. 4.03 At or pricr to the Closing Date, there snail not exist any litigation or administrative proceeding, pending or threatened, pertaining tc the transactions contemplated by this Agreement. 4.04 Seller shall have executed and delivered to Buyer an Ethylene Supply Contract and an HD-PE Conversion Contract in the forms attacned as Exhibits E and G and the Standby Natural Gas Agreement. 4.05 There shall have been delivered to Buyer an ccir.ion of counsel dated the Closing Date ir, form arc substance oat is:a::try t: cuyer to tr.e e::e:t that toe rea* pro eluded ir. the Acsets is owned in fee simple absolute no mortgages, liens, pledges, easements, charges or e. ex cent those referred to in Section 2.13* ir. the eve opinion recites imperfections ir. title or easements o other chan these described in Section 2.13, toe ole si option shall be postponed for not more than 31 days a matte emrts to "ure sue 30 cays 0 r e Cl are, ruyer ' t ) *r q dec 11.'ie t c erfecr the carer, ace of the A sc ere and rc r o r ~ 1 ^ a Its fur cher obligations under this Agreement or (11) to ef f *_c r r .* e purchase of the Assets with no abatement of the purchase price. Ir is understood roar 3el; or- era l--nave * no liability- on c ml isrn:r 015893 : - n m a / ~ ^ - - *> - ~ - - -. cur.crar.ce zr : z r. - r defect a: ; e c c i r. 5 r e a . property r t a r i c c e i S e o t i o r. 2. 33 and disclosed by she opinion, ic being t:-e ince-rcio that Euyer '3 sole r-;~.edy in such event is Co decline so effect t h. e c u r c h a.se of she Assets and that, if Buyer elects to ec-.pi.ece such sale, all such Tatters are thereby waived. A . 35 All consents, waivers , approve.; , aut.ntricat. ar.d ocher ? r~. 0 ,m r - n V v - - .-1 ^ - - f J3 - - -- J r - -5 -i mo-' : a -ner c^nti.es required for the c cno .n.-.ac icn : f fe c ram 0 : c 1 : - 0 cent expiatei.j ' oren Y P5 ^ C u Q *' r> C. ^ i 'O - " i -- -- _ Joymer.t (v/i.thout payment to third tarries) by Buyer of r.:e Asset. shall have been duly and lawfully 'iled, given, obtained :r taken and shall be effective, val. and subsisting, provide! however, tr.at tr.is condition shall ;e satisfied with respect tc ary third p arty consent which Seller cannot obtain without cost or obligati or. bur. as to the affected Asset of which Seller cy cont i ruing to perform as agent for Buyer can provide full enj oymer.C by Huv~r' of tha benefits r a I a t' nr thereto i*" j *t or liaoili: y on the cart of Buyer add i t ior.al to that ret-ir-t-i :: Its t r rs ito rttcect to o/nertnio ;f the affected A o e " , - . t , ^ -3 - to uyer jo cumene at i on, in form and cuts-.ar.ee satis fact "/ t - meets ith respect to the Seller's License Arreemf r; '/it-. Pcillic Petroled 3 o r. c a n v d a * c d 3 ^ c t e m c -- r ^ t^- z z -r, ^ -- -a ^ it 1na r o 1 i; to a s u ^ c I-drtent a 1 5ucr1 y of r.atrc 513 ,/i t ' ," t u3 11 r r i e h_r 3 licence a*:f-emen: datea u u i y , ,-ith Asrsart o t f*~ * *.y . h:ive ben cioc lured in the l1,-.idea Biases or Belgium any rv.n,-. ir..g moratorium,, suspension of ousiness py banks, .general su.-pensm of tradir.g or, stock exchanges or any change in applicable -'tvern----------ffnfa 1--re <.ilasions affecting- -fore-eg-a e-x-ehan-ge -tranaacci-.-r-c , -ore-.:. 015894 I e m d 1 c y n e n t to ill employees of Seiler engaged in operatic-: it rite Deer Park, Texas facilities ar.d to those enc 1 oye-t. ^ list dated woveoeer 13, 1.09 There shall have seen delivered to B u c e r :. c ; -- mentation, ir. fir-', and substance sat i s facte r;' to it, ten: i-.* governmental action required for transfer to Buyer of govern mental permits held by Seller applicable to the Deer Park, Texas facilities or cite issuance of new permits to Buyer. V( Conditions Pr^csdont to Co 1 ^ r 1 s ^11 io211 on . The obligation of Seller to consummate the transactions contemplated hereby is subject to the following conditions precedent, unless waived by Seller: 5-01 The representations and warranties :f :yer 12n?'.i in t^~ant ~rrpp ~d *-<*->q~ - - Date; Buyer shall have complied with or satisfied ail -1 n formed, complied with or sa Clcsinc Date; and there sh.a ,ect c c 5.02 Dover will r,_vs t p i n i o T: s , d 21A d ^ ^ 0 i ^ ; n - respect to na 11 e rs af f ec t ir. w i t h r e s p ? c t t. o m a11ers of n ^ Sol v 2 n A. Buye r is a cc tiori dulv orqa validly existing n good s t a rdin under the laws c f the 2 C. . 015895 3. This Agreement, the Kylor. riant Operating Agreement, t.ne HD-PE ^'jr:v ersion C. the Ethylene Supply Contract, and the guaranty by Solvay of Buyer's performance under each of them have teen duly author iced, executed and delivered respectively by Buyer and Solvay and constitute valid ar.d binding obllga.ions of Buyer and Solvay respectively in accordance with their terms; and C. The Mete and the guarantee thereof have been duly authorized and vn.e:n executed and delivered in conformity wiCn the terms of this Agreement will be valid and binding ob ligations of Buyer and Solvay, respectively, in accordance with their terms. 0. Any governmental authorizations of the Kingdom of Belgium required for Solvay'3 execution, delivery ar.a performance of the guarantees referred to in Section 5-02 B. ar.d C. above have been obtained. Such opinion shall cover suen ocher matters related to or.is Agreement ar.d the transactions c or.t e"'o .at ed hereby as Seller may 5-Ob There shall have b-e.n executed by Solvay and de livered to Seller a guarantee in the form of Exhibit I. 015896 (a' Ex oeot is o t re rwi5 e agrees to c y t r 3 parties, at z z e i closing, Seiler will terminate all in3-ranee coverages insofar as they pertain so one Assess or she Easiness transferred here under. The insurance coverages include without limitation - Fire (direct damage and business interruption), Boiler 1 Macr.i.nery (direct damage and business interruption), Inland Marine, Ocean Marine, Difference in conditions, excess Liability, Fidelity Insurance and Miscellaneous Bends. ( b ) The Ce lane se He t ire men. t Income Plan ( " CHI ? " ) shall re main liable pursuant to the terms of CHI? to those employees re ferred to in the last sentence of Section 4.03 (the "Transferred Employees") who are vested under CHI?, for payment of oer.efits accrued prior to the Closing Date. (c) Seller will provide for those Transferred Employees who are not vested under CHI? at the time of closing that benefit to which they would then have teen entitled thereunder had tr.ey then vested thereunder, such benefit to be provided on terms ar.d conditions similar to these applicable to vested benefits under the terms of CHI? as such terms exist on the Closing Date. (d) It has been agreed by Seller and Buyer that toe value of the accrued cenefits uo to the Closing Date and referred to in (b) and {c) aoove, calculated or. a single premium oasis is approximately 31,133,100.00, of which approximately '310,001 represents Seiler's funding responsibility and approximately 3:15,000 represents employee ecr.tribut ions prior to January i, (e) Seller hereby agrees to indemnify Buyer against ary claims of Transferred Employees in nespect of ere liabilities ana obligations cf Seiler described in suosecticrs 'c one ( ci y u C V (" . Seller v.ill provide to and perform for Buyer, oo ode extent reguested by Buyer, all cervices presently used by Seller in the conduct cf its HD-PE business, including, without iimltatis.t,. administrative, person.ee l--and-employee rela t ions , . t ra f f ic ,-- credit, cost accumulation and report in..*, financial analysis 015897 j us cmer.: , payr:-i 1 processing, accounts pa/acle, ia: a :r: z*zz in-3 and ir.fcmat icn systems, ~acerialj central, : a 1 - c creep entry and prccflccir^ and crccurene^'t ^dv' ^^ . V.'itd ^ ^ s o ^ c c tc a ^y 2^ service ar.d research and development, Seller '.vill provide as Buyer's requeue physical facilities including affices ar.d laboratories and support services including physical testing, analytical analysis and- mac ^ization (injection molding and extrusion!, secretarial, administration and telephone serv.::t Any damage to Seiler's facilities, premises or apparatus caused by 3uyer will be Buyer's responsibility. At Seller's hev.arx office until April 1, 1975 it will provide office space, secretari: end telephone services and sales administration support for marketing personnel of Buyer. "or such services Buyer -./ill pay to Seller its actual costs incurred in rendering the services .ctuallj used from time to time by Buyer. Such costs will be based upon a fair allocation of overhead of Celanese Plastics Company and Celanese Research Company incurred by the Seller in performing these services at the locations of Celanese Plastics Company ar.d Celar.ese Research Company and snail not include Celanese Cor- ooratior. executive overhead. The functions of technical service ar.d research arc development pertaining to Seller's RD-rE business are presently performed at its offices in 3umr.it, hew Jersey; such f-r.oti:r.o will be performed by Seller for Buyer pursuant to the crecedinz sentence. Or. or prior to the second anniversary cf one Close: z Date, Buyer snail ce entitled to remove for its own account and i p.. "7 / p 0 r. s ~ JuUCii c'. f pns - - - - ~ ~ latora::,rv foment; a complete blending unit Brar.bur.y mill and related auxiliary equipment; one bottle line; one Brabender; and one melt indexer shall - effected in such manner and on s uch schedule as s: not tsor.ably interfere with Seller's operations. Ar.y of orery.t5 not 50--r-emov*ed--bv~5uyer--vriTl be Sells'r,-'s cn-' :er such removal uuyer will repair ar.y damage to the 015898 The Nylon Physical Assets i,as hereinafter defines; ccn- stitutlr.g Seller's nylon manufacturing operations situated on the real property at Deer Park, Texas which real property is tart of the Assets shall not be included in the Assets being sold hereunderThe real property on which the Nylon Physical Assets are located shall be leased fr<. . to Seller pursuant to a lease in the form set forth in Exhibit H. Por a period of not less than two nor more than four years from the Closing Date, the nylon manufacturing operations will be operated by Buyer for Seller's account pursuant to the Nylon Plant Operating Agreement attached as Exhibit F. Upon expiration or termination of the Nylon Plant Operating Agreement, Seller will, for its own account and at its own expense, remove from the Deer Park, Texas premises within 12 months of such expiration or termination all Nylon Physical Assets and any related property and wastes. The real property affected by operations of The Nylon Plant will, at Seller's liability and expense, be left !r. a condition that conforms to all legal requirements without any necessity for future action or incurrence of expense by Buyer and in a condition that permits use of said real property un affected by prior operations of The Nylon Plano. "Nylon. Physical Assets" shall mean those assets confined within the leer Par.-: piano areas 110 (comprising the polymer unit and warehouse) and IbO and 170 (comprising the nylon biological treatment facilities), including operational hardware such as salt tanks, polyer re actors (oil, melt pool), pelletisers, extruders, bleno corns, high RV reactors, packaging equipment, effluent (BID arc 111. treatment facilities as well as non-opera1: tonal hard,-.are s _ : r as ;te bins, fork lift trucks, coseal oins, and plant office equipment. IX. Trademark. The only trademark used by Seller in ito HD-PE business is "Fortiflex". Said trademark is included in __ the Assets. On tr.e Closing Date, here-shai 1 -be delivered -------- - - - 015899 to 3 u y s r a Tr3.tf~2r.-< A s s 1 <3 r. rr. 9 r.t. '3 zar113 :f- : 1;,: 12 months, Buyer shall have tr.e right to use packing materia.s , bearing tr.e name "Ceianese", but B uyer during that period snail indicate on such materials, that t r.e oroducts have been mar.u- factured by Buyer. X. Survival of Warranties ar.d 1 1 Ti 11 ~ t 10n. of Buyer's Claims for Carnages. 10.01 Subject to the lit-.its expressed in Section 12.22, the repress .uns and warranties set forth herein shall survive the closing except for those contained in Section 2.11 .:hicn shall not survive the closing. - 10.02 The 1 representations and warranties seo forth herein shall survive the closing (except for those in Section 2.11 and shall terminate upon the dates indicated: Sections of Agreement in Which Representations and Warranties Aocear Expiration Date of Representations and 'Warranties 2.01, 2.02, 2.033, 2.03C and D, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.10, 2.12, 2.14, 2.15 End of Statute of Limitations 2.03E (First sentence) Two years from closing 10.03 With repsect to any breach of any warranty or representation made by Seiler which survives the closing and ui respect to which a claim is made by Bayer before the terminate: thereof, Seller shall not be liable for any damage icc.rrc: by Buyer with respect to such claim, or resulting therefrom ..-.lees and to the extent the damage incurred by Buyer as a result of that breach of warranty or representati.on (excluding any costs for which Seller has no liability by ,'irtue of the provisions ccn- tained in Sections 9.05 and 12.26, shali exceed the s.r :f $25,000, provided that Seiler's i: -unity from liaoiiiv .-.ter this Section 10.23 shall apply only to an aggregate _f :25 -n carriages. g'ne foresoir.s shall Ud^-La--toli cable to oouj-iirtr: covered by Section 2.03. 10.04 Mo claim shall be mate by Buyer, and Seiler s-.t-l have r.o liability with respect to, any breach of any repre- sentatio.n or warranty made by Soli'er unless Seller is notified -o- 015900 in writ ing ..:sr:ec days after :te President, or any Counsel of Buyer or of Soivay (o customarily performed by one hcl ryor.e per: 2r~ir.:; -r.e r-i.: t any of such offices) r.t obtained knowledge thereof. 10.05 Che following previsions shall govern after the closing with respect to liabilities and obligations of eitr.er Buy. celler (and whether asserted against Buyer or Seiler): (a) VJitn respect to any such liability or obligation that one of the parties has assumed and/or agreed to indemnify and noId the other party harmless with respect tc, and the existence of which does not constitute a breach or inaccuracy of any warranty or representation made by the other party, the assuming party shall have the right at all times to contest such liability cr obligation in good faith and to compromise tr otherwise dispose of the same, all at its own cost and expense. Che non-assuming party agrees to cooperate with the assuming party in connection therewith to the extent reasonably requested by the assuming party, with, the assuming party to pay any reasonable out-of-pocket costs incurred by the non-assuming party in such connection, and the assuming party agrees to indemnify ana hold the non-assuming part; -.armless against any ouch liabilities and obligations established : r jitcertei and all actions, suits, proceedings, demands, .assessments, ,, . dgmerto costs and excenses connected therewith. (b) As to any such liability that would be or might te Seller's liability but for the provisions of Section 1C. 1 - , Buy'; shall not effect any compromise or settlement of ar.y claim with respect thereto without Seller's cor.sent. 10. 06 V.o claim snail bo made by Buyer at any time- for or growing out of any misrepresentation or breacn of any .. ar-anty : agreement made in this Agreement oy Seiler if the facta* circuit:, such misrepresentation or breac.n are so described ana cr ulseic: in 'writing by Seiler to Buyer prior to the Closing Cate to such an extent as to enable Buyer reasonably to determine that c..on misrepresentation or breach, exists prior to the Closing Sate, ar ---Buyer agrees that - any - smerr mrsrepresentaTTorror' "b reach-:, s'`r.erec-. 015901 waived by I* to the same extent as If suer. misrepresentation :r breach were expressly set forth as a persisted exception to tr.e pertinent representation or warranty and Buyer agrees that its sole and exclusive remedy for any such misrepresentation or breach it to decline on or before the closing to effect the purchase of the Assets and to terminate its further obligations under this Agree ment, and no other claim or right against Seller shall exist with ----------- - misrepresentation or breach whether or not the purchase and sale of the Assets under this Agreement are effected. XI. Miscellaneous Provisions, 11.01 Books and Records. On the Closing Date, ail of the books, records and other data relating to Seller's HD-PE business and the Assets will be deli ered to Buyer except for such books, records and other data w ich are excluded from the Assets in Exhibit A-2. Seller s 'all after the Closing Date have reasonable access to such books, records and other data which are so delivered, and Buyer will have reasonable access after the Closing Date to those .so excluded. 11.02 Further Assurances. Each of the parties here to agrees that it will, at any time and from time to time after the Closing Date, upon request of any other party, take or cause to be taken further action and execute and deliver or cause to be executed and delivered all such further documents as may oe required for effectively carrying out the transactions contem plated by this agreement. Including without limitation the assigning, transferring, delivering, assuring and confirming to Buyer, or for aiding cr assisting in collecting or.reducing to possession, any or all of the properties and assets to oe sold or assigned as provided herein. \> \ 11.03 Notices. Any notices or other communications required or permitted hereunder will be sufficiently given if and when sent- by certified mail, postage prepaid, addressed as follows: If to Seller: Celanese Corporation 1211 Avenue of trie Vnerieas - - - -- -- New York, 'iew York 1113b Attention: Corporate Secretary " 015902 -25- If to Buyer: Soltex Polymer Corporation Battleground Hoad Deer Park, Texas 77536 If to Solvay: or to such other address for any party as such party may desig nate by written notice given to the other party in the manner herein provided. 11.04 Counterparts. This Agreement may be executed in one or more counterparts, each of which, taken together, shall constitute one instrument. 11.05 The validity, construction, performance and effect of this Agreement shall be governed by the laws of the State of New York. IN wiTNLoo WHEREOF, the parties have executed this Agreement as of the date first above written. CELANESE CORPORATION Attest: > /. Assistant Secretary SOLTEX POLYMER CORPORATION Attest: \ Secretary By 7 SOLYAY i CIE., S.A. By t X THIS CONTRACT entered into as of the 19th day of November, 197^, by and between CELANESE CORPORATION, a Delaware corporation, hereinafter referred to as "Seller", ar.d SOLTEX POLY HER. CORPORATION after' referred to as "Buyer", a Delaware corporation, herein WHEREAS, 3uyer is purchasing Seller's high density polyethylene operations including the plant at Deer Park, Texa . pursuant to the Purchase and Sale Agreement dated as of even date; and WHEREAS, continual operation of said plant is dependent upon a supply of ethylene; and WHEREAS, since Buyer has represented to Seller that Buyer has no source of supply of ethylene in the United States, this Contract is a specific inducement and condition precedent to Buyer to con summate said Purchase and Sale Agreement; NOW THEREEDRE, In consideration of the premises ar.d of the r.utu. benefits to Buyer ana Seller, the parties hereto agree as follows: 1. A1DHEDA7S ANN'LAL QUANTITIES ETHYLENE '"O EE SUPPLIED FOR sale a::d conversion Seller hereby agrees to supply to Buyer at its plant ir, Deer Park, Texas for sale pursuant to this Contract arc for r:r.v;-r:i;r, pursuant to the Conversion Agreement, attachea hereto as Sc:.eaule 1 ("Conversion Agreement"), ethylene (.hereinafter sometime; referred as one "Product") thicn Seiler may acquire from others or itself produce, in the aggregate amount set ftrtr, below for e a: r. of the 015904 I following calendar years: Calendar Year 197d 1375 1976 1 0?7 1973 1979 Quantity Mi 11 ions of Feu,.Co 12 250 205 220 2 35 2 20 2. ETHYLEIIE TO 3E SUPPLIED FO? SALE A. Basic Quantities Seller hereby agrees to sell and deliver to Buyer at its plant in Deer Park, Texas and Buyer hereby agrees to purchase, receive, and/or pay for, during the period, on the terms and conditions and at the price hereinafter stated, Product in amounts set forth below for each of the calendar years this Contract is in effect in approximately equal mcr.tnly amounts: Ca l-o? 1 1975 1976 1977 1973 1979 Quantity ir Mil lions of ?cunas 27.0959 150 150 150 150 132.3239 _ ....... ............................. Average'Mont hiv Acoun < i r. . 1111 jr s of Pounds 1S 67 ~> 5 o 12.5 3. Additional Quantities (i) Conversion Pursuant to tr.e Conversion Agreement agreed to supply Product to Buyer for conversion 015905 I forth belcw for each of the following calendar years: alendar Year Quantity in Millions of Pounds Average Monthly Conversion Amount 1 of Pounds 5.390-4 50 55 70 -4 . 1 0 0/ A? 33.2192 If during any calendar month Seller's orders for Product :o be converted in accordance with Section 5 of the Conversion Agreement in the aggregate amount to less than the Average Monthly Conversion Amount specified above for such calendar year, then, subject to Seller' rights as defined in the last paragraph of this subsection 3(1), Seller will sell to Buyer and Buyer v/ill buy from Seller curing suc.n month (in addition to the amount sold pursuant to Section 2.A. but subject tc all of the other terms and conditions hereof! a quantity of Produce in the amount by which the average monthly amount specified in the tacie belcw for the appropriate calendar year exceecs one quantity ordered by Seller for conversion during such month: 015906 I Calendar Year 1979 1975 1976 1977 1973 1979 Quantity in Millions of Prunes 5. 3909 50 50 63 77 79-3972 Average Monthly Amount in Millions of Founds 9.16 67 ,,^/ ..1567 5.2500 6 . m 10 7 6.6ii^ For any month the amount which Seller may order for conversion pursuant to Section 5 of the Conversion Agreement may be increased beyond the Average Monthly Conversion Amount by 50% of the amount by which the amount converted in the preceding month was less than the Average Monthly Conversion Amount. (11) Right of First Refusal Seller agrees not to sell or otherwise dispose of rigr.ts to ethylene except through its internal consumption without first giving Buyer a right of first refusal. 3efore any sue:, sale or disposition, Seiler shall give written notice to Buyer of the quantity, delivery terms and price (which price.shall net excess the highest price actually paid for an equivalent quantity by Seller to any of its non-affiliated ethylene suppliers at the time of said notice, or if Seller has purchased an equivalent quantity a: more than one such price, at tne highest average weighted price pais for the equivalent quantity). Buyer sr.ail have the riant 11 accect c_:n offer by giving written notice witr.in 30 days of receipt csis notice from Seller. If Buyer does not elect to purchase, Seller may at Seller's option either (a) terminate Seller's rigr.ts to an equivalen -U- 015907 I amount 01 e r h y ier.e under contracts set aan Seller and Seiler's suppii 9 r 3 ;. .or { b ) sell the ethy Ier.e v/h ich is the subject of said notice to a th ird party at a pri pp ^p.d on nri'j" o-mc no more favorable bo said third party buyer than those o.iered to Buyer pur suant to the aforesaid notice. If such sale to a third party is not completed zimin 60 divs frcr. tue e\cirscicn of too afcresaid JC 1273 the first refusal provision of inis lection snail be reinstated as a condition precedent to any sale or other disposition of suer, ethylene by Seller. Seller represents and hereby worrants to Buyer that on the oasis of present contracts with, and cc;r,nutrients from, Seller's ethylene suppliers, Seller during the term of this Agreement will have enough ethylene to fulfill Seller's obligations to supply ethylene to Buyer under Sections 1 and 2. 3. PE?113 IF CONTRACT This contract shall be effective from the date hereof and ..ill continue in effect for a period of iz months at v.hicn t ir.e it ill expire. 1 . SPEC IFICATIO.'.'S 'All of the Product to be sold and purchased hereunder snail meet the specifications therefor set forth in Exhibit A attacnea hereto and by this reference man a cart hereof as fully as thtugr. herein set forth at length. If, at any time, and from tir : : t: , Seiler is : f 1 y tele :c deliver Product wnich does not meet sccci ideation a, Seller ..ill offer such Product to Buyer and 3uyer may at election eat nor ; i , r :; ; c t suen Product, or (ii) accept any deliveries of seen off-srecifioat:an 015908 * Product as Seller stall have available. Any product which dees net meet such spec if i c at ions ar.d which Buyer rejects under clause (1) above must be replaced within 15 days cr any longer tine period agreed to 'ey Buyer following . -r- by Seiler of Buyer's written notice of rejection. S deliveries of Product hereunder shall he made into Buyer's pipeline at, and the point of delivery shall be at, the point of connection with Seller's pipelines or pipelines arranged for oy Seller, located just inside the boundary of Buyer's said industrial tract at Deer Pari-:, Texas. Title to the Product shall pass from Seller to Buyer at said point of deliveries. Buyer shall have no responsibility or liability on acccu.no of anything which may be done, happen, or arise with respect to Product before delivery and Seller shall have no responsibility cr liatility, subject to Section ^, on account of anything which nay be done, r.appen, or arise with respect to Product after delivery. Seller shall bear all costs of transporting toe Product to said point cf de livery and Buyer shall similarly bear all such costs of transporting the Product from, said point of delivery to the point of use by 3-yer. Such deliveries shall be made at the pressure designated ty Buyer, but not exceeding 6 GO pounds per sc.ware inch gauge. Seller or Seiler's s-tsignee shall install, or nave ir.stal las, maintain an: ? 2 9 T5. y Seller to sa.a :e .: a h p ,-j 0-" " pa ro d 5.T.J 0 TO 3 3 U T 0 S r e 3 0 r 31 e 3 , u.- Z ^ Z T shall ^rar.t to Zeller' or Zeller's tesianee all necessary marts cr. easements far r. re installation, maintenance, operation, arc removal -c- 015909 I of said meters. 2uyer if it so elec:ts ani gives notice cf suen election to Seiler, shall have the :-ight to observe the periodic recalibration of said meters of SellLer or Seller's assignee, such recalibration to be made, at s expense, as often as necessary but no less than once each month. :-aye r ~ay, at its option, ani as its sole cost and expense, install :h-ee'e meters at said seines of con- section and, in the event it coes scD, win T u r r. i ~ r z _ 7 " w L z h information to permit Buyer to duplicate Seller's meters. .he volume of Product delivered by Seller to E yer hereunder for each cay shall be determined by reference to daily readings of Seller's said meter and for this purpose, a day shall b construed to extend from 3:00 a.m. on one cay to 3:00 a.m. on the next succeeding day; and correction factors and calculations from such meter readings for the purpose of determining the daily quantities cf Product delivered here under shall conform with procedures mutually agreed upon by one parties. Such daily quantities shall oe converted to pounds of Product in acccrda.n:e with the neohods set forth in Exhibit'3 ao- tached hereto and by this reference mace a part hereof as fully as though herein set forth at length. Seller shell not be obligated v;ithcut ios consent to deliver mere than 27-5 percent cf the aggregate amount of the annual quantities specified in this Contract and the or.version Agreement in any c.ne calendar quarter ./ear less quant it i-' 5 effected cy plannee an.taeuns 0 f e i t n e r cart;/ a r i : h each shall e r .vav:r to -ordinate ..la - are other and to beep to a minimum. It is contemplated tnat a-li/erios of Product pursuant to this Contra c1: :r.e C ^r.versicr: . ::rr"c:.: 015910 t shall be made in as pro xi,"lately equal daily quantities of a r.e amount of Product tt oe supplied during eacr, calendar month pursuant to Sections 1 and 2. In the event repi .natives of the parties hereto to agree (a ) cn whether any Prociu c t delivered hereur.de specificati 3 c et :orth in Secz 1 cn u ncreof, or (11) ment cf any Product delivered hereu.no?^ for w.nich provision is race in this Section 5. or (iii) on the determination of pounds of Product delivered hereunder in accordance with Exhibit E; suo.n tests, measurements ar.d/'cr determination of pounds of Product sr.ali be made either by Chas. Martin Inspectors of Petroleum, Inc. or E. V/. Saybolt 4 Company, as the party requesting such test, measure ments ar.d/or determination of pounds of Product may elect cr such other recognised referee as may be agreed upon by the parties. Ihe decision cf such referee with respect to such natters small oe final, conclusive, and binding on each of the parties hereto and toe charges of such referee shall be borne equal]y by then. '/ith the exception of Product sold pursuant to Section 2. E . ! i i ; , the delivered price of Product sold hereunder during any calendar month shall be an amount equal to the weighted average cf tne lulf Coast prices paid by Seller for ethylene (including delivery costs, which Seller ourenssed from r.on-af f ilia ted third parties during such calendar mentis. duch v.eigntei a cerate price, ar.ieh. snail :e as justed to glee effect to retroactive arise adjustments, if any, tr.at may oe agreed upon by r* -3- 015911 I computed month. Iv by Seller and tne computation shall be certified at the end of each calendar year curing the term of this Contract by Seller's outside auditors. 7. EC On or before the ICth day of each '''arch, June, Septer.oer, ana December that this Contract shall be in force and effect, buyer shail-pive to Seiler written not i fi ; at i :r rf buyer's estimates re quirements of Product wnich Buyer intends to purchase from Seiler hereunder, during the next succeeding calendar qua.'ter year (cy months) and the following three calen.dar qua~ter y ars (by quarter years). Buyer snail also furnish Seller with its estimate of Buyer's requirements for the next two succeeding calendar years. do later than ten days oefore the oegln.ning of each month Buyer snail provide Seller with a final estimate of Product to be supplied during such month. do estimate, furnished for Seller's information only, shall in any way alter the rights or obligations of either party as set -syrens uy Buyer for Product sold and purchased r.ereu.ouer snail be made to Seiler monthly at its office In dew fork, dew fur.-: or any ether ll. 3 . location designated in writing by Seller, on the following terms: the full invoice amount for i. 1: ries during the prior calendar month computed in accord arc- Section (wicrout ois- cour.t) within t--'r, have after rcc-'in; ."/vice. Seller j.oall rase right to assess a delinquency charge at a raoe cf one p-.w v. pur month on eacn invoice not paid v:itni.n the period specifies. It is agreed that Seller may decline to make deliveries of the 015912 I 1 Product u.'icjr to it Contract, except for cosh payable or. delivery, v/henever Seller, for any reason, shall have ary doubt as to Buyer's financial responsibility and shall so advise Buyer, whereupon Buyer shai. the privilege of satisfying' Seiler as to Buyer's financial responsibility. If Seller is so satisfied, deliveries nay ;e resumed hereunder or. tre- terns provided in the first sentence of this Section B. Sailer nay exercise its rlgr.ts under tills Section at ary. time and from tine to time during the continuance of this Contract. 9. CLAIMS Except for claims of intentional breach of the tert; of this Contract, no claims whether as to Product (wnether or not conforming to specifications) delivered or for nondelivery of Product, and whether or not based on negligence, strict liability in tort or any other cause of action shall be greater in amount than (i) the purchase price of the Product in respect of v.nicn ouch claim is made or (11) the coot of purchasing Product from a third party, if necessary. Except for intentional breach of the terms of this Contract, Seller shall net b-- iiaole for special, indirect, or consequent iai aa-ates , whether or not caused by or resulting from, the negligence of Seller. 10. h'CTICF.f All notices provided for herein shall be considered as properly given if in writing and delivered personally or sent by Cr.loei States registered or certified mail duly directed to ohe cost office ac- dresses -of oh: paroles nerctc: with copy to: Director of hydrocarbons 015913 I BUYER Soltex Polymer Corporation 2a" ieground Road Beer Park, Texas 77556 l such ocher address as either above-named party shall from time to time designate for the purpose by a registered or certified letter addressed to the other party. The date of service of a notice served by mail shall be the date on w.nich suc.n notice is de posited in a United States Post Office at place of mailing, properly ad-.ressed v.'it'n postage prepaid and duly registered or certified v/ich return receipt requested. 11. POPCE UA'EUEE A. Force 'iajoure Definition No failure or omission by either of the parties hereto in the performance of any obligation of this Contract (except payment by Buyer for Product delivered to 3uyer hereunder) shall be deemed a breach of this Contract nor create any liability for damages if the same shall arise from any cause or causes beyond tne control of such party, including, but not restricted to, the following, w.-.icn for the purpose of this Contract shall be regarded as beyond tr.e control of such party: acts of God; any act of federal, state, or local government or ar.y agency thereof; compliance with requests, rules, regulations, or orders of ar.y government al officer or authoritv incluaing 'without limitation restrictions, allocations, susoensi o.ns or c3 r,_ir i n 16 r f c r -3 3 j 3 i t h 3 r. 9 3ucr. 1 v ; r ^9 1 i v9 ry of 3 9 3 r 3 19 j , i c.v 1;r.9 or other products used to manufacture ethylene or RC-IE; fire; storm; flood; earthquake; explosion; accident; acts of the public enemy; tar; rebellion; insurrection; riot; sabotage; invasion; epidemic; quarantine restrictions; strike; lock-out; disputes or differences v;ith workmen (howsoever arising or from whatever cause); labor shortages; trar.s- -11- 015914 I portaticn ertbargce3; failures or delays in deliveries of any product or material necessary in the process of manufacturing KD-PE at Buyer's plant in Beer Park, Texas, including petroleum products, supplies and raw materials and ingredients, or failure or refusal by Seller's ethylene suppliers to deliver ethylene to Seller pursuant to their contracts and arrangements with Seller. Neither Seiler's failure to make the necessary contracts and arrangement s for the supply of thv to Buyer, nor the expiration or termination of any contracts cr ar rangements cf Seller for ethylene shall be deemed force majeure events for the purposes of this Section 11. In the event that either Seller cr Buyer finds it necessary to avail itself of the foregoing force majeure provisions, this Contract shall not be extended thereby. 3 Aggregate Annual Force `'aj'eure Limitation !Iotwitnstanding anything in this Contract to the contrary, in the event Seller's Total Ethylene Resources, as hereinafter de fined, are reduced due to force majeure as defined above, toe Product must :e supplied in the quantities set forth in Section 2. A< and an ac ccrua h the other terms t year in -which Seiler's Total Ethylene Resources in the atgrega-o ere reduced due to force majeure as defined above by more than tr.e fol lowing amounts: Calendar Von Quantity, 'illlcns of Pounds 17.5712 1o7a 197 9 0v 10 12 015915 I "Total Ethylene Resources" shall include all ethylene mat Is ac quired from third parties dor internal use or resale to E-yer or others, but it shall not include ethylene received f rcn thire parties for purposes of conversion or tolling. forth in section P.A. are subject to allocation in accorcin.se nit subsection (i i) for each day (and only v;ith respect to such, days) on which the average daily delivered rate multiplied by 3o 5 !;n.e "Daily Annualised Rate") of Seller's Total Ethylene Resources, is reduced due to force rtajeure as above defined by more tr.a.o the following amounts: Calendar Y---nr 1Q7U 1975 1076 1977 icy o 19 79 Quantity, diliters of Pounds 150 150 1-0 130 IPO 110 " h 4 shall be determined the amount of eae n :a oduct .not d curing the sum- calendar year throagn operation ;f so ana this subsection (i)(2). Such amount shall be del during the next calendar quarter in amounts and us ti by Euyer, ur.iess during the calendar 'car in cuestisn above by more than the amount specifies in the first suosec 11 on c in w:: i th event at Se 11 - r ' ~ ~ - ; -~ -13- 015916  from the quantities of Product otherwise deliverable by Seller under this Contract an amount of Product eq_=] to quarterly adj ..stments theretofore made during said calendar year. Unless ctherv;ise agreed to by the parties, the reduction in Product referred to in the pre ceding sentence shall be spread evenly ever daily deliveries for a period of twelve months from the date such reduction cer.c-'s. ( ii ) Allocation Seller shall allocate its available supply of Product between all Users (as hereinafter defined) in the proportion which each User's normal consumption during the preceding three months bears to the total consumption during said three' months. For purposes of determining a normal three-month consumption period for each User, any periods of underconsur.pt ion due to shutdowns or pro duction difficulties shall be excluded. "Users" shall mean Buyer hereunder, Seller's customers for ethylene and ethylene derivative products and Seiler's own uses (including tnese of its s-ssidiaries and affiliates} of ethylene and ethylene derivate products. If ever and wner.ever an allocation, pursuant to this Section occurs, Seller will use its best efforts to obtain sufficient al ternative sources of Product, as soon as possible, to per tit a re sumption of Product deliveries in quantities specified in. Sect ion 2. A. and otherwise in accordance with the texons of this Contract provided r. r, w e v c- v b n - b Collar* r. U n o c obtain 5 - z b 3. i " 6 r 2. z i. v c* 3 .. _r z z ,- _ r, car. not be ettaineu, in Seller's sole u-sgr.ent, cn oat .3 fact try terra. ( i i i ) Calculations Subject t: ' : i t At the request of Buyer, any calculations required ty section B of this Section shall be audited by an. independent put 11c 015917 I i accountant selected by the 3uyer and Seller or, if they fail to agree, an independent public accountant selected by their re spective independent public accountants. 12.' WAIVERS The right of either party to require strict performance by t.oe other party of any and/or ail colic;' icns Imposed upon suc.n otter party'by this Contract shall not in any nay ce affected by previous waiver, forebearance or course of dealing. 13- WARRANTIES Seller warrants that all Produ:: delivered hereunder will com ply witn the specifications in Ex.v ;it A, will have been produced in compliance with the requirements of the- Pair Labor Standards Act of 1933, as amended, ana that Seller will convey good title thereto. THE FOREGOING V,'A HE AN TIES ARE EXCLUSIVE, AND ARE IN LIEU 0? ALL OTHER WARRANTIES (WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED) , INCLUDING WARRANT:' CP MERCHANTABILITY IN OTHER RESPECTS THAN EXPRESSLf SET FORTH This Agreement is not assignaole oy e,,` r party without ore consent, of the ether party except \i) in tne case of eior.er party, to subsidiaries of which a majority of the voting stood is owned or controlled directly or indirect " by the assignor, or :0 the successors or assignees of substantially ail of the business arc assets c r r or ^ o 2. c por -1 c o z C 3^ 110 ^ r. 3 '' a^ c' > r. 23 " 7 ZZ 7. PLASTICS SC';?A;;Ym , as the case ::.ay ce ar.a {ii) , ir. t:.c case c layer, to a corporation the onjoriev : f t re voting s t 0: A 0 f m n 015918 t * is owned by the entity which owns tr.e majority of the voting stccx of Buyer or to a ooecial purpose leasing vehicle to whic.n most of the asset s of Buyer have been sold and leased back. 15. This instrument and the Conversion Agreement referred to in Section 1 contain the entire agreement cetveer. the parties herec: regarding tr.e sale, purchase, and delivery of Product for Buyer's said Plan t during the period provided r.erein, and no prior promises, agreement s, cr 'warranties, written or verbal, shall be of any 'force or effect unless embodied herein. "Jo modification of this Contract shall be iof any force or effect unless in writing and signed oy ine party cla i.o.ed to oe bound thereby, and r.o modification shall be eff e c t e d by the acknowledgment or acceptance of any purchase orders or printed f.arms containing different conditions. APPLICABLE LAW .he v alidity,- interpretation ana performance of tnis Contract s h ail be governed by the law of the state of Lev: fori:. I.'J V/I I'.CBCB 'fLBBBOF, this Contract is executed in, duplicate for each part;v cv and through its respective officers duly autnorioec, as of the date first above written. . whl< L. Jl A / / ,/ /.. '. /./ ':/ / -Id- 015919 I EjoiIBIT A zr-ci~: r \7iv:r> "* y"2 Cc--ono` Ethylene, ;-in. r_ol % Inerts*, L'zz. ml n Other Olefine, rue;:, r.ol % Carbon rio;tic!o, can, ppa Acotylcr.o, cace. pp:> Total Sul'.Mr, i.ux. ppm Hyrlryvn Oeliile, r.->:. j.p;a liydrocen, it:-.;. ppn Carbon i '::.-."/s.Co, at::. ppn ^ 'Q / `.C *1 > ^ - ' } I - t'atcr, rzx. ppm StH elfin -.1. 1 on ^ ^ i* * u o ^ 59.35 Jis Cliro- r.torra; r.v PPCo.. 0.150 Gas Chrc: errr; hy ??co. vrr-ct.3. 0.025 Gc? Chrc-v.to'rarhy PPGo. d:i ,15- . 15 : . ; Gas Chro::.-.tor;phv PPCo. VT-it'r 1 Gas Chre-mtojraphy PPCo. ViT-biR 1 ''1 Lamp Turb: b fj-.ct r: e ASTI! D V-i C, i._ . I Colcrr.;... tr i c *'.th.yl . Bluo, Pi to. 22-'52:.(i 5 Cr.a CP.ro-.sV.irrc.pny PPCo. 5 Gas Chrn: :r i'PCo. r'i-ier. 5 Cc.s CP.ro 1 - : yr; y.y PiCo. w-V:: 10 Karl t'3 .-.'ii'r rrco. 125-it.. (r.tv. ** !'..x; 1 t ic -j to yr,c hi;''. prcrv: 015920 t TTYUr^*TM1 n METHOD OF CCN'/ERSIC:.' .OE'MSS CF ETriYLIT'E The pounds of Ethylene delivered daily snail be deter,tinea m accordance with the method outlined in the booklet entitled "Phillips Chexical Cotpany Ethylene Gas Flow Measuretent Manual as Revised January 1, 1963" The methods of gas flow measuretent, the methods of gas volute computation, and tne data on ethylene, ethane, methane, and acetylene densi ties outlined in the manual referred to abo'.e will be controlling provided, however, that revisions in the aforesaid method nay be made at any time during the life of this contract upon agreement by noth parties. 015921 CONVERSION AOREEHENT Hew York, New Yorx November ig, 197- WHEREAS, CELAHESE CORPORATION (Hereinafter referred to as "Celanese") and SOLTEX POLYMER CORPORATION (hereinafter referred to as "Converter") have entered into a Purchase and Sale Agreement dated November 19, 197^ relating to the sale by Celanese to Con verter of Cela.nese's high density polyethylene business, including the high density polyethylene manufacturing operations of Celanese at Deer Park, Texas; and WHEREAS, in connection with said Purchase and Sale Agreement the parties nave agreed to execute among other agreements an Ztnylene Supply Contract, a Nylon Plant Operating Agreement and t.nis Co.n- !CV.1 THEREFORE, in consideration cf the premises and of the agreements herein contained, Celanese and Converter agree that Con verter will receive Celanese ethylene of the type and conforming to the specifications set forth in Exhibit A attached hereto (Ma terial), convert it to polyethylene for Celanese1s own corporate uses iincluding trading for ctner raw materials ana products) cf the tyres ana conforming to the spec if ica: i 0.0s stt fortr. in Ex- r.! c i a E act a shed nereeo (Product),------(. r.c contents cf Ex nicies A a- 1 E can changed by mutual agreement cf tne parties frer tin-; t c r i " e 2-.ri.ir tr.-r Cvrir. cT this r. )------- > dr, c o c- _ i '/ ? r rrci-rt Celanese, all on Certs and condotdone forth as foi-ews: 015922 1. Duration. Quantities, Conversion Ratio and Shortfalls (a) During the period of this Agreement, Celanese shall deliver to Converter Material in the following amounts (subject to Section 2B(i) of the Ethylene Contract' as hereinafter defined): Year 1974 1975 1976 1977 1978 1979 Millions of Pounds of Material (ethylene) 5.8904 50 55 70 85 88.2192 (b) From this Material, Converter shall produce, and de liver to Celanese, Product in an amount determined by the following ratio: one (1) pound of Product for each one and seven one- hundredt.ns (1.07) pounds of Material. (c) If Celanese decides to have less than the above amounts cf Material converted into Product, then it shall sell Ma terial to Converter in accordance with the provisions of the "Ethylene Supply Contract", dated N'ovemper 19, 1974 between Celanese Cor poration as Seller and SOLTEX POLYMER CORPORATION as Buyer, (the "Ethylene Contract"). 2. Conversion Fee (a) Celanes'e will pay Converter a conversion fee monthly .-.ten snali to determined by multiplying the numoer of pounds cf :uct received by Celanese each month pursuant to this Agreement the following formula: APC + Z {Y-L(x) (1.17) + A PC A ^J (t) The following definitions apply to t.ne above formula: -2- 015923 '' : ) "A!C" i . : up cor t : r pound ol` Product <:> i 1 v 1 Celanece '.-.hich is to bo calculated monthly by ritorm ini m an r- t forth be lev; and combi nine, tbs follcwinr cost ccr.por.onts: (a) actual variable costs anplicable to Product delivered to Celan^se for rav; mat`-riala, such as adlitivc-s, solvent; catalysts, o; k-n t rates , , hexene and conventional nolyethej one, except rhvlenc a:. 1 packaging materials, (b) fixed costs to be charged to Celanese in the proportion of total fixed costs of the current month at the Deer Pari: plant except those applicable to tne i.'ylcn Plant that the quantity of Product delivered to Colari-se during that month bears to th total quantity of HDFE produced during such montn at the Deer1 Park plant, sue!) fixed costs to include utilise:;, labor and salaries plus fringes, maintenance, taxes (other tuar, taxes payable under Section 14 and taxes measured by income), inrurar.c--', sc pile.: and ether types of costs that have nor-.all" ! n : c.' . -r c in operation cf the Door Pari: ; i an: i u - in ; d'-r r-c i at: on. costs a:.! (c) costs cf '..a'-'-heusinn, if . - a s c . ,c at or a ai . ra as cilia--: ty Celanese for such raonti: pursuant tc font::.:) 6 Etr.ylen.a Contract hotn.:een Celanose .as .Ivdicr ana Converter 1 o uu . ' (ill) '.'.'it!] roared to cash hr 'dor:, iirr.tea average selling price per pound, r, 'i ij r o 015924 1-'0 - 0 u ai.'i C-ilr.- I 13 and in an nUi'.-r i:n.;e wii'-re l :r' "'iivi: rter 1 s not l;l` . i ini) to 11 i rd parties Cue pro I ; t rir :;i * I";;., i . i-'<: t.. dio ten; Z (Y-[X (1.07) + APC ]) ..ill be the prof:''. narnin for K39~70-Q2. (iv) "Z" jdefined as folio'.-;.".: l.'!'or- v.no unnu'i base load is. aero bo 1.0 , non i [ no i'O'ih-!.. o. product, a = 50Z. Additional quantities of 1 to 10,000,000 pounds ?. = 60" 10.000.001 to 20,000,000 pounur. a * = 7 00 20.000.001 t.o 30,000,000 pounds = 7-'" 30.000.001 lo <10,000,000 pounds r. = 9C.7 in excess of '10,000,000 pound a a = 107 7 le) The conversion fee shall he computed monthly l>y Converter v'.a there snail On added to said fee the actual costs of pacha"ir.3 r. t : ri" i s 1 r. L: r- event of use of boxer or baps an.; 11. e actual ccr. ts of trans; :at 1 n if paid by Converter. Tre c o::.p a: at i -av " tre cctior =r.a croons; ;f Celar;ese te audited at one er.d of eacr. calender veer our ire tr.e terr. of teas /-rtreemem cy Celanese's independent auditor:. 3 . '.'-riot; of Contract IMa contract shall be effective from t he da! e her tof cr.d -'r - 1 contm c r f ' -. ; for a period of fa a1 ; a ' t t. . e 11 - * o rial to c ccir.-") 015925 Any "in t, c r i-A ] which docs not meet such r.pi'C i f ic.'.t i I'i'.i "'Uo,, he replaced within 15 days or any longer linic period 3U.ecu to by Converter. 5. Deliveries Celanese will deliver to Converter approximately equal daily and monthly quantities of the Material to be supplied during each year,or portion thereof as set forth in the table in Paragraph 1(a) above. Celanese will deliver the Material F.O.B. to Converter's plant in Deer Park, Texas. t Deliveries of Material hereunder shall be made into Converter's pipeline at, and the point of delivery shall be at the point of connection with Celanese pipelines or pipelines ar anged for by Celanese, located just inside the boundary of Converter's said in dustrial tract at Deer Park, Texas. Deliveries shall be made at the pressure designated by Converter, but not exceeding 600 pounds per square- inch gauge. Celanese or Celanese's designee snail in stall, or have installed, maintain and operate at said delivery point, sue tael? meters whereby the volumes of Material delivered cy Celanese tc Converter at said delivery point snail be measured and the temperatures and pressures recorded, and Converter shall grant to Celanese or Celanese's designee all necessary rights and ease ments for t.ne- installation, maintenance, operation, and removal of sale meters. Converter, if it so elects and gives notice of suen electicr. tc Celanese, shall have toe right tc observe tr.e periodic recalls rat i sr. of said meters of Celanese or Celanese's designee, suer, recaIteration to oe made, at Celanese's expense, as often as r.ecc-ssary tut no less than once eacr mcnc.n. Converter may, at its option, arc at its sole cost and expense, install check meters at -5- 015926 said points of.connection, in the event it does so, Celanese will furnish Converter with information to permit Conve -uplicate Celanese's meters. The volume of Material delivered by Celanese to Converter hereunder for each day shall- be determined by reference to daily readings of Celanese's said meter and for this purpose, a day shall be construed to extend from 8:00 a.m. on one-day to 8:00' a.m. on the next succeeding day; and correction factors and calculations from such meter readings for the purpose of determining, the daily quantities of Material delivered hereunder shall conform with p"ocedures mutually agreed upon by the parties. Such dally quanti'ies shall be converted to pounds of Material in accordance with t. e methods set forth in Exhibit C attached hereto and by this reference made a part hereof as fully as though herein set forth at length. In the event representatives of the parties hereto are unable tc agree (i} on whether any Material delivered hereunder meets the specifications set forth in Section b hereof, or (ii) on tr.e measure ment of any Material delivered hereunder for which provision is made in this Section 5, or (iii) on the determination of pounds of Ma terial delivered hereunder in accordance with Exhibit C; such tests, measurements and/or determination of pounds of Material shall be made ether by Chas. Martin Inspectors of Petroleum, Inc. or E. V.'. Sayoclt & Company, as the party requesting suc.n test, measure ments ar.u/or determination of pounds of Material may elect or s:r. toner reoo nised referee as may be agreed upon by tr.e parties. The decision .f cuch referee with respect to such matters snail ce final, -6- conclusive, and binding on each of the parties hereto and the charges of such referee shalo. ue borne tor; , ..-u;. Converter will deliver Product F.O.B. Deer Park, Texas, to Celanese, at such locations, domestic and foreign, in such amounts and type shipment (bulk, boxes or bags) as may be designated by Celanese. Converter will permit pick-up of Product by truck fleets owned, leased or operated by Celanese. Celanese shall not be ob ligated 10 provide hopper cars or other transportation equipment for bulk shipments. Celanese will place orders for conversion of Material together with instrt :tions for shipment, 30 days before shipment in order to permit proper scheduling by Converter of its storage, converting, manufacturing and shipping operations. Converter shall not be liable to Celanese for any damages claimed resulting from delay ir. a delivery cf Product unless time of delivery is expressly stated by Celanese tc be of essence for any particular delivery in which evens any such liability shall be subject to the limisations of Payment by Celanese for Material converted hereunder shall be made so Converter monthly at its office in Deer Park, Texas, or any other U.S. location designated in writing by Converter, on the follows g terms: the full invoice amount for deliveries during she prisr calendar month computed in accordance with Section 1 (vis cut discsur.s) wicr.in 31 days after receipt of invoice. Converter snail have rigr.t to assess a delinquency charge at a rate of cr.e terser.t per month on eacn invoice not paid within t.oe period -7- It is agreed that Converter nay decline to make deliveries of the Product under this Agreement; "t ''tr cash payable on de livery, v.'henever Converter, for any reason, shall have any doubt as to Celanese's financial responsibility and shall so advise Ceia- nese, whereupon Celanese shall have the privilege of satisfying Converter as to Celanese's financial responsibility. If Converter 4 is sc satisfied, deliveries may be resumed hereunder on the terms provided in the first sentence of this Section. Converter may exercise its rights under this Section at any time and from tine to time during the continuance of this Agreement. Celanese will not be liable to make any conversion payments with respect to Product which does not conform to the specifications set forth in Exhibit B attached here to. If a conversion payment is made for such nonconforming Product, Celanese nay credit such payment against Converter's invoices dated within 9C cays of receipt by Celanese of such noncor.for.ning rrocczt. Converter nay co-ningle the aforesaid Material, Product and intermediates tnereof with those of Converter and/or third parties for the efficient operation of Converter's plant, as long as such cc-mingiing does not affect or delay deliveries of Product in the quantity ar.d quality promised to Celanese. 3 . Title ar.d Insurance Celanese will retain sole title to Material placed in the o tssess ior. of Converter for conversion unless and urftil Converter co-~.ir.gleo Material for its own use in accordance wit;. Paragraph 7 steve. In audition, Celanese shall have sole title to intermediates - 015929 and Product converted from Celanese Material (or from ethylene supplied by Converter af. ..filing Celanese's Material with Converter's ethylene). Such substances as to which Celanese shall retain title will not at any time be insured by Converter. 9. Warranties, Non-Conforming Shipments, Limited Liability and Claims (a) Each party warrants that the Material or Product shall conform to the specifications set forth in Exhibits A or B, as the # case may be. There are NO FURTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. (b) In the event of failure to comply with specifications for Material or Product, Converter or Celanese, as the case may be, will substitute conforming material with all reasonable promptness and defective material will be returned or disposed of at the re sponsible party's direction and expense. (c) N'either party shall be liable for prospective profits cr special, indirect or consequential damages, 'whether based user, its own ne~iiger.ee, strict liability in tort or otherwise, arising cut of or in connection with acts or omissions under this Agreement , nor shall recovery of any kind against either party be greater in amount than the price of the Material as determined under Section 2(b) (ii) accve or the domestic market price of the Product or intermediate thereof :r v.r.icn such recovery relates at the time such carnage is ( b : V.'it,oin 90 days after tender of delivery to, cr receipt 'ey, oic.oer party of Material or Product hereunder and before an'.' part :f s-ch Material or Proouct (except for reasonable test and inspect!:-, epuar,titles) has beer, changed from its criminal -9- 015930 condition, the claiming party shall inform the other party in writing if such product; .and defective or short in any respect. Con verter will retain suitable samples of all Product lots delivered to Celanese for the claim period to enable resolution of possible quality claims. Failure to inform the other party, or use of Ma terial or Product (except for the aforesaid reasonable test and inspection quantities), shall bar the claiming party from making any claim that such products are defective or short in any respect. (e) Notwithstanding the fact that Celanese may retain title to the Material under Paragraph 6, except where caused by Celanese's negligence, Celanese shall have no liability and Con verter shall reimburse Celanese for all claims, loss, liability and expense on account of injury or death of persons or damage to property caused by or happening in connection with (a) the receipt, storage or handling of the Material at Converter's facility at Eeer Park, Texas, (b) the conversion thereof into Product at sues plant, and ;c) the storage, handling ana delivery of the Product to Celar.ese. 10. Governmental Action If the conversion fee specified in this Agreement is reduced or nullified by governmental action, Celanese and Converter will negotiate in good faith a new conversion fee and/or appropriate revisions in this Agreement for an equitable treatment cf tu::> parties. Vith the exception of tr.at portion whicn is in contra- sent isn cf suer, governmental action, tnis Agreement shall remain in f_.ll force and effect during the above negotiations. All tillir.go for conversion fees as well as all notices ana -10- 015931 reports to be rendered hereunder by Converter shall be directed to Ce^. Celanese Corporation 1211 Avenue of the Americas New York, New York 10036 Attention: Corporate Secretary and all payments and all notices and reports to be given by Celanese to Converter shall be directed to: Soltex Polymer Corporation Battleground Road Deer Park, Texas 77536 All notices to be given by either party to the other pursuant to any of the terms of this Agreement shall be forwarded via certified or registered mail, return receipt requested. Either party may change the addresses given above on reasonable written notice to the other party. 12. Force llafeure A. Force llajeure Definition No failure or omission by either of the parties hereto in the performance of any obligation of this Agreement (except payment cy Celanrse for Product delivered to Celanese hereuraer) shall be deemed a breach of this Agreement nor create any liaDility for damages if the same shall arise from any cause or causes beyond the control of such party, including, tut not restricted to, the following, 'which for the purpose of this Agreement snail be regarded as beyond the control of such party: acts of Cod; ac: of Federal, state, or local government or any agency thereof; ctr.pliar.ce w.th r e c - e : t s , rules, regulations, or orders of an;, governmental off: cer or authority including without limitation restrictions, ailccatit suspensions or ether interference v. it n tr.e supply or delivery of -11- 015932 petroleum, ethylene or HD-PE; fire; storm; flood; earthquake; ex_on; acciderit; acts of the public enemy; war; rebellion; in surrection; riot; sabotage; invasion; epidemic; quarantine restrictions; strike; lockout; disputes or differences with work men (howsoever arising or from whatever cause) labor shortages; transportation embargoes; failures or delays in deliveries of any product or material necessary in the process of manufacturing HD-PE at Converter's plant in Deer Park, Texas, including petroleum products, supplies and raw materials and ingredients, or failure or refusal by Celanese's ethylene suppliers to deliver ethylene to Ceianese pursuant to their contracts and arrangements with Celanese. Neither Celanese's failure to make the necessary contracts and ar rangements for the supply of ethylene to Converter nor the expiration or termination of any contracts or arrangements of Celanese for ethylene shall be deemed force majeure events for the purposes of this Section Should Celanese be unable due to force majeure as herein defines to Sat ail of the ethylene necessary tc meet both its conversion requirements hereunder and the sale of ethylene to Converter under Section 25(i) of the Ethylene Contract, Celanese shall have the right by written notice to Converter to have all or any part of such ethylene Celanese is able to deliver during the force majeure period applied to con version cf Product. In the event that either Celanese or Converter finds it necessary to avail itself of the foregoing force majeure provisions, t.nis Agreement shall not be extended thereby. Celanese snail allocate its available supply cf "aterial between I'sers ' as hereinafter defined) in tr.e proportion wnicr. eac.n Cser's -12- ncr.T.ai consumption during the preceding three months bears to the total consumption during said three months. For purposes of de termining a normal three-month consumption period for each User, any periods of underconsumption due to shutdowns or production difficulties shall be excluded. "Users" shall mean Converter here under, Celanese's customers for ethylene and ethylene derivative products and Celanese's own uses (Including those of its sub sidiaries and affiliates) of ethylene and ethylene derivate products. If ever and whenever an allocation pursuant to .iis Section occurs, Celanese will use its best efforts to obtain sufficient al ternative sources of Material, as soon as possible to permit a resumption of Material deliveries in quantities specified in Section 1. and otherwise in accordance with the te. ns of this Agree ment provided however that Celanese need not obtai.. such alternative sources which cannot be obtained, in Celanese's sole judgment, on satisfactory terns. 13. Assignment This Agreement is not assignable by either party without the consent cf the otner party except (i) in the case of either party, to subsidiaries of which a majority of the voting stock is owned or controlled directly or Indirectly by the assignor, or to the successors or assignees of substantially all of the business and assets cf Converter or that portion of Celanese now known as "CELA.'.'ESI PLASTICS CCMPA.'.":" , as the case may be and (ii) in the case of Converter, to a corporation the majority of tr,e voting stoca cf ..hi:v. io owned by t.ne entity which owns the majority cf the voting stock cf Converter cr t: a special purpose leasing vehicle tc whic.n most of t.ne assets :: Converter have been sold and leased tack, but in any such event Converter shall remain liable hereuucer. -13- 015934 U. Taxes Any tax or governmental charge, other than income or excess profit tax or tax measured by net income, hereafter becoming ef fective or any increase in the same payable by Converter, with respect to conversion services hereunder, will be paid by Celanese. i5 Imbalance on Termination In the event that, on the date upon which termination of this Agreement is effective, quantities of Material and Product delivered by the respective parties hereto are not balanced by application of the ratio expressed in Paragraph 1(b), and that volume of imbalance does ; tt exceed 55 of the total quantity involved in this Agree ment, the party enjoying a favorable balance will purchase such balance by payment at the other's then current price of general applicability ; ri the U.S.A. for such goods and such payment snail be accomplished within 30 days from date of invoice. In the event Celanese does not manufacture Material, the price of tne Material shall be as determined under Section 6 of the Ethylene Contract. Imcalar.ces of greater than 55 shall De reduced to 55 or less by appropriate further delivery. l Technical Assistance Converter, in cooperation with Celanese, will use its best efforts to (i) develop improved pipe grade resin formulations, \ii) teal v. :tr, quality or production prcoicmo in the ut i litatiof re sir. s del Iverec hereunder, and (iii) seek to obtain the necessary 'rr.msrtai and private quality approvals or', pipe grade resin -1U- formulations and render assistance to Celanese in obtaining such approvals on pipe. Celanese will assist in development work by the evaluation of resins and pipe. 17. Entire Agreement, Governing Lav/ and Paragraph Headings - (a) The terms and conditions hereof and the applicable provisions of the Ethylene Contract shall constitute the entire agreement between the parties with respect to the conversion of Material into Product and shall supersede all previous communi cations, ei her oral or written, between the parties with respect to such sub ect matter, and any agreement or understanding vary'ng cr extending the same shall not be binding upon either party un less in writing, signed by a duly authorized officer or repre sentative of such party, ir, which writing this Agreement is referred to explicitly. (b) The validity, performance, construction and effect cf t.-.is Agreement snail be governed by the laws of the State of (c) Headings as to the contents of particular paragraphs are provided for convenience only and are in no way to be construed as part cf this Agreement or as a limitation of the scope of the particular paragraphs to which they refer'. 015936 IN WITNESS WHEREOF, the parties hereunto have caused this in strument to be executed in duplicate by their duly authorized and empowered officers as of the day and year first written above. Attest: Assistant Secretary Attest A_ j'i1*" >.w re J CELANESE CORPORATION SOLTEX POLYMER CORPORATION i -16- 015937 EXHIBIT A SPECIFIC ATIP:5 jyr - ; a >. Cerroncrt Ethylene, min. col % Inerts5, zx. col % Other Olefins, max. col % Carbon Dioxide, tax,, ppm Acetylene, max. ppm. Total Sulfur, max. ppn Hydrogen Sulfide, :;zk.' ppm. Hydrogen, rev. per: ------- 1 --< ?r" Oxygen, m.ax. ppm Water, tax. pp:i Specification 99.85 *' '* *; * .*', 0.150 0.025 15. 15. 1 ' 1" ' 5 5 5. 10 Tet Method- Cas Chromatography ,;PrCo..V,T-6R . ... Cas Chromatography PFCo. WT-6dX Cas Chromatography PPCo. KT-ccJl Gas Chromatographs PPCo. WT-66R * Cas Chromatography PPCo. KT.-66?. Lamp Turbidir.ctric ASTM D 1265, Apy.I Colormc tric-Mcthylene Bluo, PPCo. 32-;.'.".C?.evi:ec) Cas Ch.rc.uatogrc.ery PFCo. >,T-cP. '- . Gas Chromatography PPCo. V,7-r. Cas Chrcm-utorr.-.phy PPCo. V/T-66?.' Karl Fischer PFCo. 123 -5571 (rev. Ill) (Modifies)* [r.clodeo only methane, ethane, and nitrogen *~ 1'noifird so use high p.-esnure sample containers t 015938 Exhibit B to the .Conversion Agreement Between Celanese Corporation and Soltex Polymer Corporation For the Conversion of ethylene into polyethylene The contents of this Exhibit may be changed by mutual agreement of the parties from time to time during the term of this Agreement. It cur rently consists of specifi cations for five grades of polyethylene as follows. T 015939 . FORTIFIED F50-06 HIGH DENSITY POLYETHYLENE Typical Properties High Load Melt Index Density Units g/lOmin. g/cc ASTM Method HOU-17* D1505 Specification 0.003 - 0.012 0.940 - 0.946 "Houston Plant Procedure 'P 9/30/74 015940 FORTIFLEX0 B45-30R-113 HIGH DENSITY POLYETHYLENE T/picol Properties 10X Melt Index Density (corrected) Cordon Concenfrotion Units g/10 min. g/ec % ASTM Method D1233 D1505 D1602 Specificotion 14-20 0.943 - 0.947 2.0 - 3.0 *P 9/30/74 015941 FORTIFLEX'3 E39-70-02 HIGH DENSITY POLYETHYLENE Typical Properties 1 OX Melt Index Elastic Recovery Density (corrected) Carbon Concentration Volatiles Units g/10 min. % g/cc wt. % wt. % A STM Method DI233 5-CX20-18* D1505 D1602 5-CX20-32* Specification 47-63 50-62 0. 35 - 0.939 2.0- 3.0 0.1 maximum Celonese Plastics Company Standard Rjles and Procedures !p 9/30/74 015942 FORTI FLEX B55-40H-0! HIGH DENSITY POLYETHYLENE Typico' Pro perries IX Wei* Index Elastic Recovery Density Units g/10 min. % g/cc A STM Method D1233 D1233 DI505 Specifications 0.38-0.52 42 - 54 0.9515 - 0.9545 Ip 10/3/74 015943 FORTIFLEXB55-40H-96 ANTISTATED HIGH DENSITY POLYETHYLENE Typicol Proper es IX Melt Index Elastic Recovery Density Un! ts g/10 min. % g/cc A STM Method DI233 D1233 D1505 Specifications 0.38-0.52 42-54 0.9515 - 0.9545 i { >P 10/3/74 x:. 015944 EXHIBIT C METHOD OF CONVERSION OF VOLUMES OF ETHYLS.1 TO POUNDS OF ETHY1FME The pounds of Ethylene delivered daily shall be determined in accordance with the method outlined in the booklet entitled "Phillips Chemical Company Ethylene Gas Flow Measurement Manual as Revised January 1, 1963." The methods of gas flow measurement, the methods of gas volume computation, and the data on ethylene, ethane, methane, and acetylene densi ties outlined in the manual referred to above will be controlling provided, however, that revisi ns in the aforesaid method may be made at any time during the life of this contract upon agreement by both parties. I 015945 I THIS AGP.SE.WENT is entered Into on the 19th da'/ of Novemcer, 1979 by and betv/een the Celanese Plastics CenDar.y, a Division of Celanese Corporation, a Dela ./oration, (Celanese) and Soitex Pcly-er Corporation, a Delaware corporation (Soitex',. W I T 9 3 3 E T H: 'WHEREAS, Celanese has sold and Soitex has bought certain as sets and real property in Deer Park, Texas relating to the manufacture of high density polyethylene (KD-PE), pursuant to a Purchase ar.d Sale Agreement dated November 19, 1979, and WHEREAS, certain assets relating to the manufacture of nylon were excluded from the above Purchase and Sale Agreement, and WHEREAS, such assets relating to the manufacture of nylon are located on the real property of Soitex acquired pursuant to said Agreement, and 'WHEREAS, Celanese desires for a limited period 00 continue to operate said assets relating to the manufacture of rylcr., ar.d WHEREAS, the parties are entering into a lease of ever cate providing for "he lease of the real proDerty on which said assets are located (the "Lease"), said assets so located being hereinafter referred to as "The Nylon Plant'.', and WHEREAS, Soitex is willing to provide certain services neces sary for the operation of The Nv Icn Plant as specified in t.-.is one mutual benefits to Celanes* a- i Seller, ore tartier -e r a t: a -ree as follows: I: Personae 1 (a) Soitex will provide direct operating per sonnel for The Nylon Plant in accordance wi t h the functions 015946 this At1??:']?''-, toe personnel of En 1 c 1 o A are sufficient or sustain an annual production level eotimaced at a r.lr. of 2C1I!1 pounds. The personnel listed on Exhibit A can re sr.anrei from time to time ov mutual agreement of th-* oarties. (t) As requested by the Celanese Rep. . at ive as r.ereir- after defined) and within the limitation of efficient and orderly conduct of its HD-PE business at the Deer Park facilities, Soltex will provide for The Mylar. Plant support functions including maintenance, quality control, accounting, purchasing, packaging, shipping, technical assistance (including process en gineering), plant engineering (including project engineering), and industrial relations, such support functions to he of a scon? ar.d kind generally comparable to those heretofore performed by Ceian.ese at The Nylon Plant. II. Responsibility (a) Celanese will appoint a qualified manager (Celar.ese Representative) whose responsibilities will include the direct contact between Celanese and Soltex at the Deer Park facilities. Soltex '..'ill provide a qualified supervisor (Supervisor) voo will cause the directions of the Celanese Representative o: be carried out by Soltex operating tersonnel. Leonard E.-.ge or his successor will give guidance as required to the Cela nese Representative for the efficient operation of The Nylon Plant. (b) Soltex will provide office space ar.d pooled secretarial and other support functions for the representative. specifying fi) nroduction levels, (11) scheduling a quality at The Nylon Plant. f'.e Celanese Represent full and free access to all information pertaining to .he Plant and to the services render' under tr.is Agrec- rent. 015947 h ^a c rc j j >2 n i ~1 ^ c c h"f d1j. 1 o ` r t '^ ; f f ^9r~. ~ ^r.vi^s ~ C r. '' ~ ^ ~. - ^ the quantities thereof to be produced at The ilyicn Plant art the raw materials ar.d packaging supplies necessary and .ill s O1 e c i f y the operating c c red 11 : - n t r e o u i r e d . (b) 4s reouested by th* C . ..?t reset t a t i ve , Soltex will use its best efforts to pure rase fc r Celar.ese's account and for delivery to The N'ylon Plant t-e raw materials as indicated above except for such raw materials as Celanese elects to purchase itself. (c) From the raw materials, the operating personnel furnished by Soltex , in accordance with tr.e directions of the Celanese Representative as contemplated cy Section II, Soltex -will manufacture nylon as scheduled oy the Celanese Representative. (d) Soltex will cause the manufactured nylon to be shipped, for Celanese1s account, to such destinations ar.d at such times and amounts as requested by the Representative. IV. '-'aterials and Utilities 'a) Celanese will pay directly to the suppliers for all raw materials, packaging material and other materials art oucplies ordered for its account. (b) Soltex will provide utility ser vice sufficient to operate.The llylon Plant in accordance "it" tne production schedules specified ty the Celanese Represeo-at ive tut not more than at its present cctimum casacitv. V , S v' V * n " s> hi * under Section 1(a), cl j; the frir.~e benefit rate in effect for such cerseruel luring tie year in which the services are rendered, ar.d (ii) the labor and materials as incurred in connection with the '."caested maintenance of 015948 The ion Plant, ar. ' i (ill) any contract later necessary for the efficient and proper perfornar.ee of ser vices under this Agreement. (b) Celar.ese will pay a fee based on a mutually agreed allocation of the annual cost to provide the same type '"''vice? r~" Solter' ' ' ; ph.-density poly ethylene manufacturing facility at Deer Park, Texas, as are being _provided for The Nylon Plant, such annual allocation to be pro-raoei monthly, for (1) the supoort services rendered under Section 1(b), and (il) the utilities provided under Section IV(b), and (Hi) miscellaneous items, as such are re flected on the books Soltex in the ordinary course of business of * Soltex at its facility in Deer Park, Texas. (c) For the year 1975, the allocation in Section 7(b) for the services described therein shall be determined ry the parties prior to December 15, 197^. If the parries are unable to agree on the allocation by December 15, 157b, me fee for 1975 will be as stated in (e) below until suer, agree ment is reached and the fee shall be retrcacriveiy adjusted to January 1, 1975 on the basis of the agreed allocation. (d) For each subsequent year until the termination of this Agreement, the allocation for such subsequent year shall be determined by t.ne parries crier ro me i5rh ray of . August of the preceding year. if me pari ies are marie r: agree on the allocation by she dare herein specified, me fee for the subsequent year ..'ill re based on the allocation used in rr.e preceding year until sum agreement is reached. The fee shall be retroactively adjusted to January 1 cr. the basis of the agreed allocations. 015949 (e) For ' e period frcr z'r.e -a:e o :nrough December 21, 197^, Felaress ill cay a. fee fcr :.ce x w ern 5 * 1 c c ed - n yj.cn * \ o ) cn an aliccaiicn dec^rnined an .ne saj.e caoic a a sach icecis ere cr.arxed on che i.ncernal cooks of Celanese for Pine yea*' ' -^ n (f) By the 10th day of each month hereunder, Soltex will send to Celanese a statement of the service fee under Section V(a) and (b) plus one ..tn of an amount equal to 201 of the net book value (adjusted at year end) of that portion of the fixed assets of Soltex employed by it in rendering the services under Section IV (the "Added .Amount"). As of the date of this Agreement, such fixed assets consist of the steam generating facilities. During the term of this Agreement such ' ook value shall be adjusted to reflect the replacement or modification of any such fixed assets. Payment will be made by Celanese '.onthly within 10 days after receipt of the invoice for the s rvice fee and the Added Amount. Soltex shall have the right to assess a delinquency charge at the rate of one per cent per month on each invoice not oaid within the period specified. Computation of the service fee may be audited by independent auditors annually at Celanese's option and expense. VI. Expenditures Soltex will detain approval from the Celar.ese Representative prior tc making any expenditure for maintenance of or modifications to The '.'ylon Plant. (a) The management and tec r.ical representatives of Cela- n.ese will have full and free access to The "ylon Plant. (b) Third party contractor! retained cv lelar.ese tc sen- form ..'orx i.n connection with T~e Avion Plant ..'ill have full and f r-e access to " ip extent ^ ^ ^ 3 y to c e" *' cm s-cc ... c n.' and . ,e ex.er.u . r. a. So^^^x reaso: ,'_e objection to seen contractor. VIII. or Tonified Product: arc "roc^etc.-'o From time to time during the term of this Agreement Tela- - r.ese on the basis of instructions given to Soltex by the Celanese Representative ay include in Exr.i0 i t 3 r.e 1/ cr modified specifications for nylon. Cr. the basic of instructions 015950 from the lelar. Pepreser.ta tve, Sol: will use its sect efftrts in accordance witn suer. new ;r modified specifications ar.d will cooperate wicr. Celar.ese in. every reasor.acle way, including technical and engineering assistance, within the limitations of the capability of the Deer Park staff and orderly ar.d effective operation of the HD-PE facilities, in the development of the processes and techniq. .jessary to produce nylon in accordance wit.n such spec ificat ions. X. Compliance with Government regulations Celanese will be responsible for compliance with all laws and government rules, regulations or orders pertinent to Che Nylon Plant and Its operations, and Soltex will cooperate in. such matters provided said cooperation snail not result in cost to Soltex or unduly interfere with HD-PE operations at the site. X. Force Majeure (a) Mo failure or omission by either of the parties hereto in the performance of ar.y obligation of this Agreement (except payment by Celanese for services rendered under this Agreement) shall be deemed a breach of this Agreement nor create any liability for damages or injunctive relief if the same shall arise from any cause or 'causes beyond the con trol of such party, including but not restricted to the fol lowing, which for the purpose of this Agreement shall oe regarded as beyond the control of such party: acts of Cod; any act of Federal, state, or local government or ar.y agency thereof; oomplioar.ee with requests, rules, r egulat i tn.s , cr orders of ar.y governmental officer aucncrity; fire; storms; floods ; 0 2. r " r". 0 u 2 !< 0 3 , 0 x n 12 s i 3 n 3 j 2 2 2 i i r f. z \ 2223 0 2 2 3 113 enemy ; '..'2rj pe^ellicrij 2. r. z z r t ~ 2 z L' \ t z z z s j 322232~0^ .r. -- ^* sp 20~ ^ 2 : ;- a n { " / s "1=1 2 v">' 3 ` " p* or from whatever cause); labor srortages; transportation em bargoes or failures or delays in deliveries of any product, material or services, including, without limitation, utilities, petroleum products, supplies, raw materials and ingredients. (fc) In the event that either felar.ese or Soltex __ finds it necessary to avail itself of the foregoing forte majeure provisions, this Agreement shall not be extended thereby. 015951 XI. * "1 a 2. r. q T r." 'j " *3 ^ & Celanese will retain sole title to ar.d risk of loss for the supplies and related stores ar.d raw materials purchased for its account, the nylon produced tr.erefrcm, ar.y inter mediate product and the packaging material used in connection . f.oe Mylon Plant . XII. Cutout (a) It is anticipated by the parties that the annual production of The Mylon Plant will be approximately 21,110,000 pounds. However, Celanese shall .nave no obligation to use The Mylon Plant at this production level and there shall be no liability for its failure to do sc. Celanese wi .1 not reduce operations to zero except for temporary maintenance shutdowns. XIII. Taxes (a) Soltex shall not be liable for ar.y income or excess profit tax or tax measured by net income due with respect to the operation of The Mylon Plant. (b) Celanese will pay a share of the real property taxes levied on the improvements and real property on which The Mylon Plane is situate. Celanese's share will be or. a pro rata baric. Celanese shall also pay any other taxes, or an appropriate portion thereof, levied in respect of The h'ylor. Plant or the related assets or operations. XI". Relocation Prc'ect Team (a) If Celanese decides to develop and design a new nylon manufacturing facility during `he term of this Agreement, Soltex will, if \ 01 Soltex ';o me.nt if such an employee is at Soltex provided that such services do not interfere unduly with the operations of Soltex. Celanese may call for services of said employee requiring his absence from his place of employment with Soltex for up to one year.-- In-addition-,-----------Soltex------------------will--make--further--services---------- of such an employee available for consultation in connection 015952 with startup fur a period of not tore than 90 lays. Soltex shall have no liaoilicy in. respect cf, and Celanese shall indemnify and hold harmless Soltex against all claims, damages, suits, liability ar.d expense based on anything relating to such new nylon manufacturing facility. (b) The fee for a representative assigned to the Project Team will be determined by multiplying his annual salary ar.d fringe benefits by a fraction having a denominator cf 250 and a numerator of the number of days, or fractions thereof, actually devoted by' the Representative to the service ; of the Project Team. The fee will also include the out-of- pocket costs incurred by the representative and direc.iy re lated to his assignment or services to the Project Team. (c) In the event of an extended assignment of a repre sentative to the Project Team which significantly reduces his service to Soltex , then, to the extent it De codes necessary, Soltex ' may retain a replace ment to perform such services. Celar.ese will pay ar.y increased cost to Soltex resulting from the difference tetv/eer. Soltex '3 cost for the replacement and the fee paid by Celanese for the representative pursuant to (b) above. XV. Resolution of Disputes (a) If the parties are unable to mutually agree on any item required by this Agreement to have such mutual agreement, the parties shall select a third party who stall determine tie matter in dispute and such third party deter-ination shall I third Zc.T'Z'j t sr.3.11 3. rat'rs5wr)t3.tiY-5 3.r.o ir<6 z * z representatives shall select a third party who will have the authority set forth in (a) above. to reach mutual agreement shall not r. its obligations and liabilities .trier 015953 XVI. This Agreemer.t is r.ot assignaoie :y eitrer carry except to subsidiaries cf which a majcrity cf she voting stock is owned cr controlled iirecciy cr indirectly by she assignor or to the successors or assigns substantially all t he business and assets (including the high density polyethylene business at Deer Park, Texas and the real estate upon which The .Nylon Plant is located) of Soltex or of Celar.ese Corporation. I XVII. Shipment s Soltex agrees that it will r.et knowingly 5 cause to be shipped from The Mylon Plant nylon which fails to meet the specifications supplied by the Celar.ese Representative. In the event of production of nylon which fails to meet such specifications, Soltex may notify the Celar.ese Representative and in the event of such notice, Soltex will not ship such off-specification nylon unless so directed by the Celanese Representative. XVIII. Liability and Indemnification Except for a breach of Section XVII, Soltex snail have no liability for, and Celanese shall indemnify and hold harmless Soltex against, all claims, suits, less, damage, liability and expense on account cf illness, in jury or death of persons, or damage to property, or claims of third parties arising from or relating to product manufactured at The Nylon Plant. Unless caused by negligence of Soltex , Soltex shall have no liability for, and Celanese shall indemnify and hold harmless Soltex against, all claims, loss, .aits, ia.mame, liability and expense :n account of ill ness, injury or death of persons, or damage to property (ir.: 1 .ding property cf Celanese) at The ','vior. Plant resulting from ex plosions, accidents, fire, water, steam or any ocher cause, whether or not similar tc those enumerated here ar.d on atctur.t of ull ness, Injury or death of persons, or damage to property (including property of Soltex and including in such damage to property of Soltex consequential losses resulting from interruption of operations) wherever located or claims of third parties resulting from anv condition of or th-.s.g occuring at The Nylon Plant or its operations. Notwithstanding anything in this Agreement to th* . `ntrary, in the event of intentional failure hv anv of Soltex 015954 employees to rnanuf acture product or to manufacture product in accordance with specifications, after notice from Celanese that such failure has occurred, Soltex shall remove such employees from The Mylon Plant immediately and if within 30 days Soltex has not replaced such employees then Celanese shall have the right to replace them with Celanese em ployees. In such event, the fee payable by Celanese hereunder . shall be reduced accordingly and Soltex sr.ail not be obligated to provide such employees pursuant to Section I of this Agreement. XIX. Confidentiality Attached hereto as Schedule I and incorporated herein by reference is a confidentiality agreement of even date re lating to The Nylon Plant. XX . Terr,ina 11 on (a) Unless terminated sooner by Celanese (but not sooner than the second anniversary date hereof) and with the exception of Section XIX above, this Agreement shall terminate on the fourth anniversary date of its date. (b; Celanese will give written notice to Soltex one year prior to such termination under the terms of this Agreement. XXI. Entire Agreement, Covernine Lav a:vd ?ararranh Headi-ro (a) The terms and conditions hereof shall constitute the entire agreement between the parties and shall supersede all previous ccmm.unications, either oral or written, be tween the parties with respect to the subject matter here of, ar.d any agreement or understanding varying or extending the same shall r.ot be binding upon either party unless in writing, signed by a duly authorized officer or representative of such party, in which writing this Agreement is referred to explicitly. (b) The validity, performance, construction and effect of this Agreement shall be governed by the laws of the State ____of New--Icrlc. (c) Headings as to the contents of particular oara- 015955 graphs are prevised for convenience only and are in no way to be construed as part of this Agreement or as a limitation of the scope of the particular paragraphs to which they refer. IN WITNESS WHEREOF, the parties hereto hav^ caused ,.dj instrument to be executed in duplicate by their duly authorised and .empowered officers as of the day and year first written above. I o HEX POLYMER CORPORATION CE1ANESE CORPORATION, for its Division, Celanese Plastics Company I 015956 I Exhibit S'-. SPECIFICATIONS FOR NYLON (which may be changed from time to time)- 015957 I ELANESE PLASTir? COMPANY A DIVISION 0V CiUkMSC CO0POBATION .. PRODUCT COLOR PROCESS END USE NYLON 1000-1 Notural Coll Product General Purpose REQUIREMENTS AND TOLERANCES Test Procedure Relative Viscosity Amine End Group, g eq./MM g Total Volatiles, % Contamination Color HOU-N-200 HOU-N-211 HOU-N-210 HOU-N-218 HOU-N-223 Notched Izod, ft. lbs./in. Tensile Strength, psi Elongation, % HOU-N-222 HOU-N-226 HOU-N-226 PRODUCT SPECIFICATIONS - NYLON \ SERIAL NO. 112N DATE March 15, 1573 PAGE 1 Or 1 Specification 50 + 2.5 45 * 3* 0.20 max. 200-10-0 max. L = 80 min.* b = 10 max.* 0.9 min.* * * i 'Monitored - 1 in 7 eg r-* CO APPROVALS *tC* UAMAOt*. PLANT WANA4CA TtC UNWCt N6* OOUCT WON. 11 RIAL NO. DAT! 015958 I \ ^^3ELANESE PLASTICS C'MwanV orA OIVIJIOH CCUKNl >f; ,UN PRODUCT COLOR PROCESS END USE NYLON 1000-1 Black ND-3009A Coll Produced-Extruded General Purpose Black PRODUCT SPECIFICATIONS - NYLON -- SERIAL NO. OAT E PAGE 117N A.Larch 26, 1973 1 OF 1 REQUIREMENTS AND TOLERANCES Test Relative Viscosity Total Volatiles, % Contamination Notched Izod, ft. lbs./in. Tensile Strength, psi Brittle Breaks Elorgation, % Procedure HOU-N-200 HOU-N-210 HOU-N-218 HOU-N-222 HOU-N-226 HOU-N-226 HOU-N-226 Specification 501 2.5 0.20 max. To pass 0.9 min.* * * COMPONENTS 1000-1 Concentrate 98.5% 1.5% 50% Dye-R3-830/50% EVA-Elvax 200 Monitored - I in 7 CM ir*.* cn APPROVALS TICH NIQI MAWAaei TCC>* UAVlCC HGH _ * to c. HOOOCT MCA. .. tu*cnscoe> texiAc ho OATt 015959 \ { ELANESE P \ST!CZ CCVDANY AOl. ^ .it CORPORATION PRODUCT SPECIFICATIONS - nylon PRODUCT COLOR PROCESS END USE NYLON 1000-2 Natural Coil Product - Surface Coated Lubricant General PurposeLubricated SERIAL NO. "5N DATE March 15, 1972 PAGE 1 OF 1 REQUIREMENTS AND TOLERANCES Test Relative Viscosity Amine End Group, g eq./MM g Total Volatiles, % Contamination Color Procedure HOU-N-200 HOU-N-211 HOU-N-210 HOU-N-218 HOU-N-223 Notched Izod, ft,lbs./`n. Tensile Strength, psi Elongation, co Additives: Zinc Stearate, wt.%** HOU-N-222 HOU-N-226 HOU-N-226 HOU-N-219 Specification 50 2.5 45 3* 0.20 max. 200-10-0 max. L = 80 min.* b = 10 max. * 0.9 min.* * * 0.022 - 0.035 ^Monitored - 1 in 7 ^Surfaced coated via tumble blending APPROVALS tccm wiwtst* *.at MANAea_ _ _ _ _ _ _ _ _ _ tccn sendee douct WON , Su*C R SC DC 3 r i*t no T' 015960 I i X 1 tz3ELANESE PLASTICS COMPANY . SiON Or CCLANCSC CORAQAATION PRODUCT COLOR PROCESS END USE NYLON 1000-2 Black ND-3009A Extruded Product General Purpose Lubricated PRODUCT SPECIFICATION'S - NYLON SERIAL NO. 131N DATE Feb. 20, 1974 PAGE 1 OF 1 Product is prepored by extrusion compounding nylon resin with 1.5% black concentrate (50% dye: R3-830 and 50%. EVA-Elvax 200). REQUIREMENTS AND TOLERANCES Relative Viscosity Total Volatiles, % Notched Izod, ft. lbs./in. Tensile Strength, psi Elongation, So Addi tives: Zinc Sterate, wt.%** Procedure HOU-N-200 HOU-N-210 HOU-N-222 HOU-N-226 HOU-N-226 HOU-N-219 Sped 50 2.5 0.20 max. 0.9 min.* * * 0.022 - 0. * Monitored 1 in 7 ** Surface coated via tumble blending. APPROVALS TCCH MANAGC* TECH SEKV'CC MG* WOOUCT MCA SuAfNStDC J SCAIAL NO. OATC T" 015961 I A. CN/ m APPROVALS TCCN MlNAQtN >IAMT UAHA91* TtCH Vltt MON A ft a : JU'CMOM jeniAt no. **ODVCT MON __OATl 015962 I SAElmNESE PLASTICS COMPANY A DIVISION O' CtLANtSt COAPOAATION PROOUCT SPECIFICATIONS - NYLON PRODUCT COLOR PROCESS END USE NYLON 1003-2 Natural Coil Product - Surface Coated Lubricant Heat Stabilized Lubricated SERIAL NO. I ION DATE March 15, 1973 PAGE 1 OF 1 REQUIREMENTS AND TOLERANCES Test Procedure Relative Viscosity Amine End Group, g eq./MMg Total Volatiles, % Con tamination Color HOU-N-200 HOU-N-211 HOU-N-210 HOU-N-218 HOU-N-223 Notched Izod, ft. lbs./in. Tensile Strength, psi Elongation, % Additives: Copper, ppm Iodine, ppm Zinc Stearate, wf. %** HOU-N-222 HOU-N-226 HOU-N-226 HOU-N-225 HOU-N-227 HOU-N-219 Specification 50 2.5 48 3* 0.20 max. 200-10-0 max. L * 80 min* b = 20 max. * 0.9 min.* * * 60 + 10* 1350 + 150* 0.022 - 0.035 j ' * Monitored - 1 in 7 ** Surface coated via tumble blending. 1 j APPROVALS TCCW MAN&fif* rus.r ....... Trr-H wrr ' WAUL MO WMOCT MCA 0ATC -- 015963 t I 1. 1 Mfc. ___ jjrfELANESE PLASTICS COMPANY A DIVISION OF CtUNCSf corporation PRODUCT COLOR PROCESS END USE NYLON 1003-2 Black ND-3009A Extruded Product Heat Stabilized Lubricated . PRODUCT SPECIFICATIONS - NYLON SERIAL NO. 132N DATE Februcry 20 /974 PAGE 1 OF 1 Product is prepared by extrusion compounding nylon resin with 1.5% block concentrate <5Q% dye: R3-830 and 50% EVA-Elvax 200). REQUIREMENTS AND TOLERANCES Relative Viscosity Total Volatiles, % Notched Izod, ft. lbs./in. Tensile Strength, psi Elongation, % Additives: Copper, ppm Iodine, ppm Zinc Sterate, wt.%** Procedure HOU-N-200 HOU-N-210 HOU-N-222 HOU-N-226 HOU-N-226 HOU-N-225 HOU-N-227 HOU-N-219 Specification 50 2.5 0.20 max. 0.9 min.* * 60 + 10*** 1350 + 150'** 0.022 - 0.035 ; | | i i ii i i ! * Monitored - 1 in 7 ** Surface Coated Via Tumble 3lending ***8ase Resin Monitored - ] In 7 APPROVALS TCCN MANACt* PLANT UiNAIZR TfCN SFftVlCf HC a i a c. PROOUCT MMR ICRIAL *0 0AT 1 ' 015964 I I A. (JlaiELANESE PLASTICS COMPANY A OtVlJlON Qf CCLANCSC COWO*ATlCN PRODUCT SPECIFICATIONS - , i PRODUCT COLOR PROCESS END USE NYLON 1000-4 Natural Coil Product - Surface Coated Lubricant General PurposeLubricated CORRECTION SERIAL NO. 122N DAT-E August 22, 1973 PAGE 1 OF 1 REQUIREMENTS AND TOLERANCES Test Procedure Relative Viscosity Amine End Group, g eq./MM g Total Volatiles, % Contamination Color HOU-N-200 HOU-N-211 HOU-N-210 HOU-N-218 HOU-N-223 Notched Izod, ft. lbs./in. HOU-N-222 Specification 50 2.5 45 3* 200-10-0 max. L = 80 min. * b <* 10 max. * 0.9 min* | Tensile Strength, psi Elongation, % Additives: Stearyl Alcohol, wt.% HOU-N-226 HOU-N-226 Weight Aim * 0.30 +0.07 1 j i * Monitored - 1 in 7 i **The presence of steryl alcohol interferes with the moisturetest, ana therefore this test will be waived. However, the base nylon must meet the specification moisture prior to tumole blending. APPROVALS TIC* MANAOtA H.AHT HANA4ER TfCM SCMVlCr USR i 1 9 C. PWOOueT MOW ttftiAl WO mti 015965 I A.. ElANESE PLASTICS COMPANY A DIVISION Of CCLANtSC CORPORATION PRODUCT COLOR PROCESS END USE NYLON 1200-1 Nctura! High RV Reactor High Viscosity Extrusion Grade PRODUCT SPECIFTCATIO^S - NYLON SERIAL NO. DATE PAGE 95N May U, 1971 _ 10 F 1 REQUIREMENTS AND TOLERANCES Ten Relative Viscosity Amine End Group, g eq./MM g Total Volatiles, A Contaminaf ion Color - L Color - 3 Notched Irod, ft. lbs./In. Tensile Strength, psi ElongafI on, Procedu ; HOU-N 200 HOU-N-211 HOU-N -210 HOU-N-218 HOU-N-223 HOU-N-223 HOU-N-222 HOU-N-226 HOU-N-226 Specification 240 - 275 0.03 0.02 200-10-0 maximum 80 minimum* 20 maximum* . i i i 1 Monitored - 1 in 7 APPROVALS TfCw MANAOE* PtAAT MAWABIA TCCM SC*VlC MCA a a o c _______ W*OOUCT MCA . MfMICKI SCRiAU NO OATC 015966 I i. IELANESE PLASTICS COMPANY A OlViSiCN or ClLANtSt CORPORATION PRODUCT COLOR PROCESS END USE NYLON 1300-1 Notural Nucleated Coil Product Fast Cycle Molding Resin PROC "'T PPFC 1 - ' .ATICNS - NYLON SERIAL NO. H4N DATE /March PAGE 1 OF 5, 1973 1 REQUIREMENTS AND TOLERANCES Test Relative Viscosity Amine End Group, g eq./MMg Total Volatiles, % Contamination Color Procedure HOU-N-200 HOU-N-211 HOU-N-210 HOU-N-218 HOU-N-223 Notched Izod, ft. lbs./in. Tensile Strength, psi Elongation, % Additive No. '73 fNucleant) HOU-N-222 HOU-N-226 HOU-N-226 Weight Aim Specification 50 .2.5 45 3* 0.20 max. 200-10-0 max. L = 80 min. * b = 10 max. * 0.9 min. * 0.10 Wt. % 1 1 MF-8 (3 -7 2 ) * Monitored - 1 in 7 APPROVALS TtCH. MANAGE* TC* *vtc MG* _ "OOUCT WO*.. SENlAb N*). 0*Tt 015967 \ i 1 I APPROVALS TtCH MAMAGCM >LiwT mmm -- __ TECH JCMV'Cf MOM no c. OOUCT Wd suc*scoes StMlAl MO. 0A*l 015968 t 1 015969 \ 1__ ELANESE PLApnCb COMPANY , * OIV1SION or C&LANgSC C0R*0*ATIC. PROOUCT SPECIFICATIONS - NYLON' PRODUCT COLOR PROCESS END USE NYLON 1310-2 Block ND-3009 ASP - Salt/Pepper Blend Coil Product - Surface Coated Lubricant Fast Cycle Molding Re sin SERIAL NO. 123N DATE June 15, 1973 PAGE 1 OF 1 REQUIREMENTS AND TOLERANCES Test Procedure Relative Viscosity Total Volatiles, % Contamination Notched Izod, ft. lbs./in. Tensile Strength, psi Elongation, % Additives: No. 178 (Nucleant), wt. % Zinc Sterate, wt. %*" HOU-N-200 HOU-N-210 HOU-N-218 HOU-N-222 HOU-N-226 HOU-N-226 Weighs aim HOU-N-219 Specification 50 1.2.5 ** To Pass 0.9 min.* * * 0.020 - 0.035 0.022 - 0.035 COMPOSITION 1310-2 Concentrate 96.4 - 98.6% 1.4- 1.6% 50/50 R3-830/EVA Black Concenrrcre ! 'Monitored - 1 in 7 I " The presence of EVA concentrate interferes w:th the moisture test, ana therefore, this 'esf will be waived. However, the base nylon must meet the specification moisture prior to tumoie blending. 1 '"Surfoce coated via tumble blending fM r*i. cn APPROVALS TCCm manaoc* H.ANT MINIUM rrr.n rvter won A 4a c PNOOOCT MO IC*i4l NO. DAT l * 015970 I i.. ^SELANESE PLASTICS COMPANY A OlV'SlON Of CCL . . -JN PRODUCT SPECIFICATIONS - NYLON PRODUCT COLOR PROCESS END USE NYLON 1310-2 Slack ND 3009A Extruded Nucleated Product Fast Cycle Molding Resin, Lubricated SERIAL NO. I3CN DATE February 20, 197-1 PAGE 1 OF i Product is prepared by extrusion compounding nucleated nylon resin with 1.5% black concentro-t (50% dye: R3-830 and 50% EVA-Elvax 200J. requirement: and tolerances Relative Viscosity Total Volatiles, % Notched Izod, ft. lbs./in. Tensile Strength, psi Elongation, % Additives: No. 173 (Nucleant), % Zinc Sterate, wt. %** Procedure HOU-N-200 HOU-N-210 HOU-N-222 HOU-N-226 HOU-N-226 Weight Aim HOU-N-2I9 Specification 50 2.5 0.20 max. 1.0 min.* * 0.020 - 0.035 0.022 - 0.035 ! Monitored - 1 in 7 ^'Surface coated via tumble blending. APPROVALS Tie* ruA.T am rr-K smvirr wr. 1 1 1 PMCOUCT M3* - 1C**L NO. 0 AT l ' T 015971 I k ^ZSELANESE PLASTICS COMPANY A ** -* COPOATiON PRODUCT SPECIFICATIONS - NYLON PROu. COLOR PROCESS END USE NYLON 1310-4 Natural Nucleated Coil Product, Surface Lubricated Fast Cycle LubricatedMolding Resin SERIAL NO. I24N 1 DATE PAGE November 7, 1 973 1 OF 1 ! REQUIREMENTS AND TOLERANCES 1 . .Test Relative viscosity Amine End Group, g eq./MM g Total Volatiles, % Contamination Color - L Color - b Notched Izod, ft. lbs./in. Tensile Strength, psi Elongation, S Additives: No. ! 78 (Nucleanf), wt. % Srearyl Alcohol, wt. %*** Procedure HOU-N-200 HOU-N-2! I HOU-N-210 HOU-N-218 HOU-N-223 HOU-N-223 HOU-N-222 HOU-N-226 HOU-N-226 Weight Aim Weight Aim Soeci fications 50 * 2.5 45 3* 200-10-0 max. 80 min. * 10 max. * 1 .0 min.* * 0.020 - 0.035 o. 3*0.1 _ ; , ; Monitored - 1 in 7 ** The presence of srearyl alcohol Inrerferes wirh 'he moisture tost, end Therefore rhls test will be waived. However, the base nylon must meet the specification moisture prior to tumble blending. ** Surface coated via tumbie blending. j i I APPROVAl S tc:h wanagcp Lnr u.x.mi tfch st*vcf mg* A 43 C "ROCUCT MG* SvPCMCKI IC*IAL 1*0 cure T' 015972 f I 1_ ELANESE PLASTICS COMPANY J.ON or CEUNfSE CORPORATION PRODUCT COLOR PROCESS END USE NYLON 1500-1 Natural Extruded Product General purpose glass filled PRODUCT SPECIFICATIONS - NYLON SERIAL NO. I25N DATE February 5, 1974 PAGE 1 OF 1 Product is prepared by extrusion compounding nylon resin with shopped glass strand. REQUIREMENTS AND tolerances Test Relative Viscosity Total Volatiles, % Contamination Color - L Color - b Notched Izod, ft, lbs./in. Tensile Strength, psi Elongation, % Ash (Glass), Procedure HOU-N-201 HOU-N-210 HOU-N-218 HOU-N-223 HOU-N-223 HOU-N-222 HOU-N-226 HOU-N-226 HOU-N-212 Specification 54 4 0.20 max. 200-50-0 max. 55 - 64* 10 - 17* I.6 min.* 25,000 min . * 33 2 Monitored - 1 in 7 APPROVALS TECH MANAGE* PLANT MANAGER _____________ TECH SERVICE MGR a a c c. _____ PRODUCT MGR . SUPERSEDES SERIAL no. OATt T- 015973 t L ^^SIELANESE PLASTICS COMPANY A OIVISION OF CCUANESE CORFORATION PRODUCT SPECIFICATIONS - .WLO.N PRODUCT COLOR PROCESS END USE NYLON 1500-2 No rural Exfruded Product Genera) Purpose Glass -:.'ed Lubricated SERIAL NO. DATE PAGE 126N Feb. 5, 1974 1 Of 1 ! 1 Product is prepared by extrusion compound ng nylon resin with chopped glass srrcnd. REQUIREMENTS AND TOLERANCES Test Relative Viscosity Total Volatiles, % Contamination Color - L Color - b Notched Izod, ft. lbs./in. Tensile Strength, psi Elongation, o Ash (Glass), 01 Additives: Zinc Stearate, wt. %** Pro<. dure HOU-N-201 HOU-N -210 HOU-N-218 HOU-N-223 HOU-N-223 HOU-N-222 HOU-N-226 HOU-N-226 HOU-N -212 HOU-N-219 Specification 54 4 0.20 max. 200-50-0 max. 55 - 64* 10 - 17* 1 .6 min . * 25,OCO min.* 33 * 2 0.022 - 0.035 ; ! i ! 1 j Monitored - 1 in 7 ** Surface coated via tumble blending. | I 1 i 1 {Z L -Z ) 8-JH APPROVALS TECH MANAGE* XLiNT MAN19CN tE:h srAviCE MG* A & a c. *NWOuCT MG*. lt*AL NO. DATE 015974 t i.. (^lEUVNESE PLASTICS COMPANY ora oivijion ccl>ncsc corporation PRODUCT SPECIFICATIONS - NYLON PRODUCT COLOR PROCESS END USE NYLON 1503-1 Natural Extruded Product General Purpose Glass Filled Heat-Stabilized SERIAL NO. DATE PAGE 127N Feb. 5, 1974 1 OF 1 Product is prepared by extrusion compounding nylon resin with chopped glass strand. REQUIREMENTS AND TOLERANCES Test Relative Viscosity Total Volatiles, % Contamination Color - L Color - b Notched Izod, ft. lbs./in. Tensile Strength, psi Elongation, % Ash (Glass), % Addi fives: Copper, ppm Iodine, ppm Procedure HOU-N-201 HOU-N-2IO HOU-N -218 HOU-N-223 HOU-N-223 HOU-N-222 HOU-N-226 HOU-N-226 HOU-N-212 HOU-N-225 HOU-N-227 0 1 Specification 54 4 0.20 max. 200-50-0 max. 55 - 64* 1.6 min.* 25,000 min. * 33 2 34 - 50* 780 - 1040* 1 i * Monitored - 1 in 7 APPROVALS TECH UANAOE* ri-iNT rCH SERVICE MQR a a o c. PRODUCT iRfiR 1 SERIAL *0. DATE ______ 015975 1 1 I I APPROVALS TECH MANAGE* plant manaoeh $C*viCE MG* hoc. PWOOUCT MG* 9U*t*9ESC9 KAiAL NO. 5ATt J T 015976 I t I 1 ^^lELANESE PLASTICS COMPANY A OIVISION OF CCLANESt COPOATlO* PRODUCT FPFC t FICATIONC - uv<n.. PR00UCT COLOR PROCESS END USE NYLON 1503-2 Narural Extruded Product General Purpose Glass-Filled Lubricatedand Hear Slabi 1 ized SERIAL NO. I2SN DAT E Feb. 5, 1974 PAGE 1 OF Product is prepared by extrusion compounding nylon resin with chopped glass strand. | j I REQUIREMENTS AND TOLERANCES Test Relative Viscosity Total Volatiles, o Contamination Color - L Color - b Notched Izod. ft. lbs./in. Tensile Strength, psi Elongation, = Ash (Glass), "F Addi fives: Cooper, ppm Zinc Stearate, wf. %** Iodine, ppm Procedure HOU-N-201 HOU-N -210 HOU-N-218 HOU-N-223 HOU-N -223 HOU-N-222 HOU-N-226 HOU-N-226 HOU-N -212 HOU-N -225 HOU-N-219 HOU-N-227 Specification 54 4 0.20 max. 200-50-0 max. 55 - 64* 10 - 17* 1.6 min . * 25, 000 min. 33 2 34 - 500.022 - 0.035 760 - 1040* j i i 'j ! Monitored - ) in 7 Surface coated via rumble blending. 1 APPROYAI S TECH MANAGE* 1L1NT V...3CH tECh SEAVtCE MCA ft 0 C. **OOUCT WGA ICAiAL >*0. CATE T 015977 ELANESE PLASTICS COMPANY OfA OtVISlON CELANESE CO RAO HAT I ON PRODUCT COLOR PROCESS END USE NYLON 1503-2 Black ND-3007 Extrusion of Blended Components Heat Stabil ized, Glass Filled, Lubricated spe"' nylon SERIAL NO. DATE PAGE 133N Feb. 20, 1974 I OFI Product Is prepared by extrusion compounding nylon resin with chopped glass strand and 0.83% black concentrate (Chemfron T I 197-1 and 30% Cabot 800). REQUIREMENTS AND TOLERANCES Test Procedure Specification Relative Viscosity Total Volatiles, % Notched load, ft. ibs./ln. Tensile Strength, psi Elongation, % Ash (Glass), % Additives: Copper, ppm Zinc Stearate, wt. %** Iodine, ppm HOU-N-201 HOU-N-210 HOU-N-222 HOU-N-226 HOU-N-226 HOU-N-212 HOU-N-225 HOU-N-219 HOU-N-227 54 4 0.20 max. 1.4 min.* 25,000 min. * 33 2 34 - 50*** 0.022 - 0.C35 730 - 1040-* - * Monitored - I in 7 " Surface coated via tumble blending *** 8ose resin monitored - I in 7 APPROVALS TfCH MANAGES TCM 5t*ViCC MG* . i n c.__________ "OOUCT MG* . luftIUOM SCAlAl MO CATE T" 015978 ELANESE PLASTICS COMPANY A DIVISION OR CSLANCSC CORPORATION PRODUCT COLOR PROCESS END USE NYLON 1600-1 Slack ND-3007 Extruded Product General Purpose 3lack Glass Filled PROniu-T cDrrtFtCATIONS - NYLON SERIAL DATE PAGE NO. 135N Feb. 20, 1 OF | j 1974 ! I Product is prepared by extrusion compounding nylon resin with chopped glass strands and 0.53% black concentrate (Chemtron T 1197-1 and 30% Cabot 800). REQUIREMENTS AN D TOLERANCES Test Relative Viscosity Procedure HOU-N-201 Specification 54 4 Total Volatiles, % Notched Izod, ft. tbs./in. Tensile Strength, psi Elongation, HOU-N -210 HOU-N-222 HOU-N-226 HOU-N -226 0.20 max. To be determined 27,000 min.* Ash (Glass), % HOU-N-212 41 2 * Monitored - 1 in 7 HF-8 (3 -7 2) APPROVALS manage*________________ i9c. TECH MANAGE*_______________ TECH SERVICE MG* *OOUCT MG* tu*C* SC3C 9 (*t*L MO. 0ATE 015979 (^ilELANESE PLASTICS COMPANY A DIVISION Of CCLANESt -w*0*AT!0.. n n n m i r T S PCC I FI CAT SONS NYLON PRODUCT COLOR PROCESS END USE^ NYLON 1600-2 Natural Extruded Coil Product General purpose glass-filled lubricated SERIAL NO. OATE PAGE MSN Aoril 27, 1973 1 OF | REQUIREMENTS AND TOLERANCES Test Relative Viscosity Totol Volahlles, % Contamination Color - L Color - b Notched Izod, ft. lbs./in. Tensile Strength, psi Elongation, % Ash (Gloss), Additives: Zinc Stearate, wt. %** Procedure HOU-N-201 HOU-N-210 HOU-N-218 HOU-N-223 HOU-N-223 HOU-N-222 HOU-N-226 HOU-N-226 HOU-N-21 2 HOU-N-219 * Monitored - 1 in 7 * Surface coated via tumble blending Specification 54 4 0.20 max. 200-50-0 max. 55 - 64* 14 - 20* 1 .8 min.* 27, 000 min. * 41 r 2 0.022 - 0.025 1 1 . i i 1 1 ] 1 1 i 1 APPROVALS TECH MANAGE* H.AMT UANA4CA TfOM S*V'C MCA a a a c. "Mooucr mca ICAlAL AO. ' SAT{ ________ *' 015980 015981 f I I 1_ ELANESE PLASTICS COMPANY A OIVISUJN O' CELANESE COUPON, PRODUCT SPECIFICATION'S - NYLON PRODUCT COLOR PROCESS END USE NYLON 1600-2 Black ND-3007 Extruded Product General Purpose Glass Filled Ljbricc -d SERIAL NO. 136N DATE Feb . 20, 1974 PAGE 1 OF 1 Product Is prepared by extrusion compounding nylon resin with chopped glass strands and 0.63% black concentrate (Chemtron T 1197-1 and 30% Cabot 800). REQUIREMENTS AND TOLERANCES * Test Relative Viscosity Total Volatiles, % Notched izod, ft. lbs./in. Tensile Strength Elongation, o Ash (Glass), % Additives: Zinc Stearate, wt. oM Proce jre HOU- 1-201 HOU-N-2IO HOU-N-222 HOU-N-226 HOU-N-226 HOU-N-212 HOU-N-219 Specification 54 4 0.20 max. To be determined 27,000 min. 41 2 0.022 - 0.035 Monitored - 1 in 7 * Surface coated via fumble blending APPROVALS TECH. ANA0ei_ PLANT WANAQCA TrrH SERVICE MCA i 10 c._ _ _ _ _ WOOUCT MCA SuACtSCOCS ICAIAL NO. DATE 015982 t t L ^HlELANESE PLASTICS COMPANY a otvisiON of ct PRODUCT SPECIFICATIONS - NYLON PRODUCT COLOR PROCESS END USE NriON 1603-1 Slack ND-3007 Extruded Product Hear Stabilized Glass Pi led SERIAL NO. DATE PAGE 137N Feb. 20, 1974 1 OF 1 J Product is prepared by extrusion compounding nylon resin with chopped glass-strands and 0.83% black concentrate (Chemtron T 1197-1 and Cabot S00). i 1 REQUIREMENTS AND TOLERANCES Test Relative Viscosity Total Volatiles, % Notched Izod, ft. lbs./in. Tensile Strength, psi Elongation, % Ash (Glass), % Additives: Copper, ppm Iodine, ppm Procedure HOU-N-201 HOU-N-210 HOU-N-222 HOU-N-226 HOU-N-226 HOU-N-212 HOU-N-225 HOU-N-227 0u> 1 -tvo Specification 54 4 0.20 max. To be determined* 27.000 min. * 41 2 708 - 884" ! * Monitored - 1 in 7 " Base resin monitored - 1 in 7 i ! i 1 APPROVALS TfCN uiHAGER plant mimi 7CCM SERVICE MGR * S Q C. PRODUCT MGR ICRial no o*re 015983 K^IELANESE | PLASTICS COMPANY .SE CORPORATION PRODUCT SPECIFICATIONS - NYLON PRODUCT COLOR PROCESS END USE NYLON 1603-2 Slack ND-3007 Extruded Product Heat Stabilized Glass rilled Lubricated SERIAL NO. DATE PAGE I33N Feb. 20, 1974 1 OF | Product is prepared by extrusion compounding nylon resin with chopped glass strands and 0.83% black concentrate (Chemtron T 1197-1 and 30% Cabot 600). REQUIREMENTS AN D TOLERANCES Test Relative Viscosity Total Volatiles, % Notched Izod, ft. lbs./in. Tensile Strength Elongation, % Ash (Glass), % Addi tives: Copper, ppm Iodine, ppm Zinc Srearate, wt. % Procedure HOU-N-201 HOU-N-210 HOU-N-222 HOU-N-226 HOU-N-226 HOU-N-212 HOU-N -225 HOU-N-227 HOU-N-219 Specification 54 t 4 0.20 max. To be determined 27,000 min. * 41 2 30 - 40'" 708 - 884*" 0.022 - 0.035 Monitored - 1 in 7 * Surface coated via tumble blending *** Base resin monitored - 1 in 7 CM m APPROVALS TECH MANAGE* PLANT MANAGER TECH SERVICE NOR *10 1. PRODUCT NON K*C*U0C1 SERIAL NO. DATE 015984 I 1 I 015985 t t I i_ ELANESE PLASTICS COMPANY A DIVISION Of eCLXNCSC COA*OAATlON PRODUCT COLOR PROCESS END USE NYLON N 186 Natural High RV Reactor Film REQUIREMENTS AND TOLERANCES Test Relative Viscosity Amine End Group, g eq./MM g Total Volatiles, % Contamination Color - L Color - b Notched Izod, ft./lbs./in. Tensile Strength, psi Elongation, % Gel Count, Film Additives: Copper, ppm Iodine, ppm - PRODUCT SPECIFICATIONS - NYLON ' SERIAL NO. DATE PAGE 109 N Mar. 15, 1973 1 OF i Procedure HOU-N-200 HOU-N-2II HOU-N-2IO HOU-N-218 HOU-N-223 HOU-N-223 HOU-N-222 HOU-N-226 HOU-N-226 HOU-N-228 HOU-N -225 HOU-N-227 o H O o Specification 245 - 290 0.05 max. 200-10-0 max. 75 min. 27 max. 10 max imum 525 t 75* * Monitored - i in 7 (SI p's. m APPROVALS PLAWT MANAMA ____ HOC, TtCM MANAGE*_____________________ TCCH SEAVICC MG* p*OOUCT MG* _ _ lOMMCDCI MAUL *0 DATE 015986 iI I V 1 I I ELANESE PLASTICS COMPANY A DIVISION or CtLANESt CORPORATION PROOUCT COLOR PROCESS END USE NYLON N200 Natural Coil Product Broad Specification PROOUCT SPECIFICATIONS - NYLON SERIAL NO.'20 DATE April 27, 1973 PAGE 1 OF 1 REQUIREMENTS AND TOLERANCES Test Relative Viscosity Total Volatiles, % Contamination Color L b Procedure HOU-N-200 HOU-N-210 HOU-N-218 HOU-N-223 Specification 50 4 0.40 maximum 1000-500-0 maximum 70 minimum ' 15 maximum * Monitored in 7 APPROVALS TECH HAHAGE* 'LINT KARARCR_ _ _ _ _ _ _ _ _ _ TECH SERVICE MG* . >O.C. PHOOOCT MOW _ SU(RS(DE) SERIAL MO. 0ATE 015987  I 015988 SCHEDULE I MYLON CONFIDENTIALITY AGREEMENT agreement hade this_____ day of October 1974, seivtieij celanese corporation, a corporatic:; or Delaware,- u.s.a., hereinafter called "celanese": and HEREINAFTER CALLED "SOLVAY". WHEREAS CELANESE IS SELLING TO SOLVAY ITS HIGH DENSITY POLYETHYLENE (HOPE) FACILITY LOCATED AT DEER PARK, TEXAS; WHEREAS CELANESE HAS A NYLON MOLDING COMPOUND MANUFACTURING OPERATION (IRE PLANT) LOCATED PHYSICALLY WITHIN THE CONFINES OF SAID HDPE FACILITY; WHEREAS SOLYAi FOR A PERIOD OF L'P TOYEARS WILL R'JN THE PLANT FOR THE BENEFIT AND UNDER THE DIRECTION OF CELANESE AND WITH CELANESE CANING THE RAN MATERIALS AND) the fin:: :: products; WHFRE.-: JLYAY THROUGH THE RUNNING OF THE PLANT WILL 03TAIN ACCESS TO PRO INFORM/.::, CONCERNED WITH THE PLANT (PROPRIETARY INPOFMATICN); AND WHEREAS SUCH PR'J'PR! ETARY INFORMATION WILL INCLUDE CELANESE INFCFJIATION AS L AS IN FORMA ION RECEIVED 3U CELANESE UNDER OBLIGATION OR CONFIDENTIALITY FRC:i IMPERIAL C E IICAL r'OU'STRiEj LIMITED (ICI) AND riiZR INDUSTRIES. INC. (FLU . Nr.FOPJ:, FOR .AND IN CONS IDZ.RATI ON OP THE ; PUT UAL CC'. E .NANIS .AND V..RF ur r- AINF.D. :-`F. PARTIES HERETO DO CO\ E.NAN P < ' NO AGREE Ai FOLLOWS : 015989 1. SOLVAY AGREES TO HOLD CONFIDENTIAL ALL THE PROPRIETARY INFORMATION OBTAINED RY TT AS AFORESATn ~~ Nrp TT ONLY FOR THE PURPOSE OF RUNNING THE PLANT FOR CELANESE. 2. SOLVAY FURTHER AGREES TO HOLD SECURELY AND SEPARATELYTHE PROPRIETARY INFORMATION. 3. SOLVAY FURTHER AGREES TO GIVE ACCESS TO THE PROPRIETAE I"FORMATICN ONLY TO THOSE PERSONNEL WHO ARE REQUIRED TO KNOW THE SA'IE AND, TO THE EXTENT CONSISTENT WITH THE EFFICIENT RUNNING.OF-ALL OF THE FACILITIES AT DEER PARK, TO HAVE THE PERSONNEL WORKING IN THE PLANT NOT WORK ON OTHER OPERATIONS. SOLVAY FURTHER AGREES NOT TO DISCLOSE THE PROPRIETARY INTORMATION TO SOLVAY ET CIE. OR TO AT SUBSIDIARY OR AFFILIATE OR LICENSEE OF SOLVAY ET CIE. AT THE REQUEST OF'CELANESE AND IN ANY EVENT NOT LATER THAN THE SHUTTING DOWN OF THE PLANT, SOLVAY AGREES TO RETURN TO CELANESE ALL COPIES OF THE PROPRIETARY INFORMATION AND KEEP NO COPIES THEREOF. SOLVAY FURTHER AGREES TO CALL THE PROVISIONS OF THIS NYLON CONFIDENTIALITY AGREEMENT ~0 THE ATTENTION OF ALL PERSONNEL (OTHER THAN HOURLY) WHO RECEIVE TECHNICAL INFORMATION AND TO OBTAIN THEIR WRITTEN AGREE. 1ENT TO ABIDE BY THE TERMS THEREOF. SOLVAY WILL PROVIDE CELANESE WITH A COPY OF SUCH WRITTEN ACKNOWLEDGE.'LENT. 7. THE FOREGOING PROVISIONS SHALL NOT APPLY TO INFORMATION IDENTICAL WITH THAT WHICH WAS IN THE POSSESSION OF SOLVAY BEFORE THEY RECEIVED IT HEREUNDER AS SHOWN BY THE WRITTEN RECORDS OF SOLVAY, WHICH BECOMES PUBLIC THROUGH NO FAULT OF SOLVAY, OR WHICH 15 LAWFULLY RECEIVED BY SOLVAY FROM A THIRD PARTY, BUT ONLY TO THE EXTENT SOLVAY IS FREE TO DISCLOSE AND/OR USE SUCH RECEIVED INFORMATION. IN WITNESS '..HEREOF, THE PARTIES HERETO HAVE SIGNED THIS AGREEMENT AS OF THE DATE FIRST ABOVE WRITTEN 015990 NYLON PUNT CONFIDENTIALITY AGREEMENT Agreement made this 19th day of November 1974, between Celanese Corporation, a corporation of Delaware, U.S.A., having an address at 1211 Avenue of the Americas, New York, New York 10036, U.S.A., hereinafter called "Celanese"; Fiber Industries Inc., a corporation of Delaware, U.S.A., having an address at P. 0. Box 10038 Charlotte, North Carolina 28237, U.S.A., hereinafter called "FII"; Imperial Chemical Industries Limited, a British corporation, having an address at Mill bank, London SW1P 3JF, England, hereinafter called "1CI"; and Soltex Polymer Corporation. herein after called "Solvay Whereas, Celanese is selling to Solvay its high density poly ethylene (HDPE) facility located at Deer Park, Texas; Whereas, Celanese has a nylon molding compound manufacturing operation (The Nylon Plant) located physically within the confines oT said HDPE facility; Whereas, Solvay for a period of up to four years will run The Nylon Plant fur the benefit and under the direction of Celanese and with Celanese owning the raw materials and the finished products and for an additional year Solvay will have access to The Nylon Plant during the removal of all The Nylon Plant physical assets and any related property; Whereas, Solvay through its connection with The Nylon Plant will obtain access to proprietary information concerned with the Plant (Proprietary Information); and 2 Whereas, such Proprietary Information will include Celanese information as well as information received by Celanese under obligation of confidentiality from ICI and FII. Now, therefore, for and in consideration of the mutual covenants and agreements herein contained, the parties hereto do covenant and agree as follows: 1. Solvay agrees to hold confidential all the Proprietary Information obtained by it as aforesaid and to u&e it only for the purpose of running The Nylon Plant for Celanese. 2. Solvay further agrees to hold securely and separately the Proprietary Information. 3. Solvay further agrees to give access to the Proprietary Information only to those personnel who are required to know the same and, to the extent consistent with the efficient running of all of the facilities at Deer Park, to have the personnel working in The Nylon Plant not work on other operations. 4. Solvay further agrees not to disclose the Proprietary Information to Solvay et Cie. or to any subsidiary or affiliate or licensee of Solvay et Cie. 5. At the request of Celanese and in any event not later than the shutting down of The Nylon Plant, Solvay agrees to return to Celanese all copies of the Proprietary Information and keep no copies thereof. 015992 6. Solvay further agrees to call the provisions of this Nylon Plant Confidentiality Agreement to the attention of all personnel (other than hourly) who receive Technical Information and to obtain their written agreement to abide by the terms thereof. Solvay will provide Celanese with a copy of such written acknowledgement. 7. The foregoing provisions shall not apply to information identical with that which was in the possession of Solvay before they received it hereunder as shown by the written records of Solvay, which becomes public through no fault of Solvay, or which is lawfully received by Solvay from a third party, but only to the extent Solvay is free to disclose and/or use such Received Information. 8. ICI and FII hereby authorize Celanese to disclose to Solvay the Proprietary Information for the purpose and in the manner specified. IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the date first above written. CELANESE CORPORATION 015993 I THE STATE CF TEXAS I COUNTY OF HARRIS I Pursuant to that certain agreement dated November 19, 1974, hereinafter referred to as the "Purchase and Sale Agree ment", Celanese Corporation, herein referred to as "Lessee", r0 Soltex Polymer Corporation, herein re_ferred to as jor", Lessee's high density polyethylene (HD-PE) plant near ueer Park, Texas. Under the terms of the Purchase and Sale Agreement certain facilities, equipment and fixtures used in the production of nylon were not sold by Lessee to Lessor, and as provided in that certain agreement dated November 19, 1974 known as the "Nylon Plant Operating Agreement", Lessor and Lessee have agreed that Lessor shall provide certain services in connection with the operation of the nylon plant. Further, as provided in said Purchase and Sale Agreement the parties desire to enter into a lease under the terms of which Lessor shall lease to Lessee the land upon which the nylon plant facilities are located. NOW, THEREFORE, in consideration of the covenants and agreements contained herein and in the Purchase and Sale Agree ment, Lessor and Lessee agree as follows: I Lessor does hereby lease and let unto Lessee that certain land in Harris County, Texas, comprising that portion of the real estate sold and conveyed by Lessee to Lessor under the Purchase and Sale Agreement which is described as Area 110 (on which on the date hereof there are situated the polymer unit and Warehouse) and Areas 160 and 170 (on which on the date hereof there are situated the nylon biological treatment facili ties). 11 For the same consideration Lessor hereby grants unto Lessee, its contractors and their respective employees, the right of ingress to and egress from the leased premises over and across the land sold and conveyed to Lessor by Lessee pursuant to the Purchase and Sale Agreement; provided, however, that such ingress and egress shall be exercised by Lessee, its contractors and their respective employees, in compliance with Lessor's plant entrance rules and regulations. Ill The term of this lease shall commence on the 13th day of November, 1974, and shall continue, unless earlier terminated under the provisions of this lease, until the 19th day of November, 1979, both dates inclusive. IV This lease may be terminated by Lessee at the end of the second lease year or thereafter by Lessee giving 12 months prior written notice to Lessor of its intention to terminate the same. Any notice of termination shall be given by mailing the same United States registered or certified mail, postage prepaid, to the address shown in Article VIII of this lease. Date of mailing in such manner shall constitute the date of such notice. 015994 * V Upon the termination of this lease, Lessee '..ill have up to 12 months (but in no event beyond November 19, 1975) in which to remove in accordance with Section VIII of the Nylon Plant Operating Agreement the Nylon Physical Assets defined in that Section. Upon such removal, Lessee will peaceably yield up the leased premises unto Lessor. In connection with such removal, Lessee, its contractors and their respective employees, shall have the right of ingress to and egress from the nylon plant across the lands of Lessor and the right to use such road or roads of Lessor as may be necessary to remove such facilities; provided, however, that Lessee shall notify Lessor in writing at least 24 hours prior thereto of such proposed use, and in the exercise of this right Lessee shall keep vehicles used in connection therewith at a mini mum required to perform such removal, providing adequate protection at night in the form of signal flares at all parked equipment near roads or traveled areas. If caused by Lessee's use thereof, promptly after completion of such removal, Lessee will restore such roads damaged by such use to the condition in which they existed prior to the commencement of such removal. VI Without limitation of Lessee's obligations under the Purchase and Sale Agreement and the Nylon Plant Operating Agreement, Lessee agrees to indemnify and hold Lessor harmless from and against all claims, actions, liability, loss, damage or expense which may be caused by or arise out of the alteration or addition to or the construction of improvements in the nylon plant, or arising out of the removal thereof upon the termination of this lease, unless caused by the negligence of Lessor, its contractors or their respec tive employees. VII Lessee shall have the right from time to time during the term hereof to make alterations and improvements of the nylon plant necessary to maintain efficient operations of the nylon plant at its sole liability, cost and expense. VIII Any notice or demand which is required or permitted to be given by either party under the terms of this lease shall be given in writing and shall be served upon the other' party by United States certified or registered mail addressed to such other party as follows: LESSOR: Soltex Polymer Corporation Battleground Road Deer Park, Texas 77536 LESSEE: Celanese Corporation 1211 Avenue of the Americas New York, New York 19056 Attention: Corporate Secretary Each party shall have the right from time to time to designate in writing a different address than that specified above setting forth the new address to be used. 015995 t IX The terms and conditions of this lease shall be binding upon the parties hereto and their successors and assigns; provided, however, that this lease is not assignable by either party without the consent of 'the other party except (i) in the case of either party, to subsidiaries of which a majority of the voting stock is owned or controlled directly or indirectly by the assignor, or to the successors or assignees of substantially all of the business and assets of Lessor or that portion of Lessee now known as "CELANESE PLASTICS COMPANY", as the case may be and (ii) in the case of Lessor, to a corporation the majori'-y of th " "'ting stock of which' is owned by the entity which owns tiie majority of the voting stock of Lessor or to a special purpose leasing vehicle to which most of the assets of Lessor have been sold and leased back, but in any such event Lessor shall remain liable hereunder. TO HAVE AND TO HOLD the leased premises unto Lessee for and during the term hereof, and Lessor warrants that it has good right and title to lease the same, and that during the term here of it will warrant and defend the leased premises unto Lessee from and against the lawful claims or demands of every person, firm or corporation whomsoever lawfully claiming or to claim the same, or any part thereof. IN WITNESS WHEREOF, this instrument is executed in dupli cate original copies, either of which shall constitute an original, this the 19tn day of November, 1974. ATTEST: /-`S Assistant Secretary LESSEE -3- 015996 ELANESE 7 November 19, 197^ Soltex Polymer Corporation c/o Solvay American Corporation 609 Fifth Avenue New York, N.Y. Gentlemen: This is to confirm our agreement as part of the trans actions contemplated by the Purchase and Sale Agreement be tween us of even date that from and after the closing until December 31, 197^ (unless extended by mutual agreement): 1. Celanese will meet the payroll of Soltex's HDPE salaried employees and upon notice from Celanese to Soltex's designee of the amount of the payment made by Celanese for such payroll, Soltex will reimburse Celanese within 2^ hours of such notice by transferring such amount in immediately available funds to Celanese's accounts specified by Celanese; 2. Celanese will permit Soltex's HDPE field salesmen to charge sight drafts (maximum $300 each) covering their expenses against the same Celanese bank accounts used prior to the closing, and within 2^ hours of receipt by Soltex of notice from Celanese of the amounts charged against Celanese's accounts, Soltex will reimburse Celanese by transferring such amounts in immediately available funds to Celanese's accounts specified by Celanese; 3- With respect to hourly HDPE employees of Soltex, Celanese will permit Soltex to prepare and use Celanese checks drawn on Celanese accounts to pay such employees. On the day the checks are distributed by Soltex, Soltex will transfer in immediately available funds to Celanese accounts specified by Celanese the amounts paid by such checks. ^. With respect to travel advances and expenses of Soltex HDPE non-field sales personnel and to small-item accounts-payable ($25,000 or less per item), Soltex will be permitted by Celanese to prepare and use Celanese checks drawn on Celanese accounts. Soltex will disburse checks with respect to such advances, expenses and accounts payable not more than once a week and on the date of disbursement, 015997 2- - elanese Soltex will transfer in immediately available funds to Celanese accounts specified by Celanese the amounts paid by such checks. With respect to all other accounts pay able (over $25,000) Soltex will be permitted to prepare and use Celanese checks drawn on Celanese accounts, and cn the day each check is distributed, Soltex will trans fer the amount represented by such check in immediately available funds to Celanese accounts specified by Celanese; 5- With respect to receivables colie'ted by Cela nese which are for the account of Soltex, u . cn notice to Celanese by the bank of such collections Celanese will notify Soltex thereof and within 24 hours t: ansfer to Soltex's accounts designated by Soltex immec.iately avail able funds equal to such amounts; 6. All of the above matters are subject to audit at the option of and at the expense of the party requesting the audit; 7. On December 31, 1974 or upon such earlier date as the abovementioned arrangements shall terminate on request of Soltex, Soltex shall return all unused Celanese checks to Celanese. If the foregoing is in accordance with your understanding, please sign below as indicated. Very truly yours CELANESE CORPORATION ED AND AGREED TO: SOLTEX POLYMER CORPORATION 015998 ELANESE November 19, 1974 Soltex Polymer Corporation c/o Solvay American Corporation 609 Fifth Avenue lew York, New York Gentlemen: This expresses our agreement wherein Soltex Polymer Corporation (Soltex), will sell epolene wax to Celanese Corporation (Celanese) and Celanese will sell ethylene to Soltex on the following terms and conditions: Soltex will sell one million pounds of epolene wax to Celanese during 1975, provided Soltex obtains such epolene wax pursuant to the Eastman Agreement defined below. Deliveries will be in approximately equal monthly install ments . The price will be the price at which Soltex purchases such e polene wax under an Agreement (the "Eastman Agreement") dated July 1, 1964, between Eastman Kodak Company, Eastman Chemic al Products, Inc., and Celanese Corporation of America, as 'ame nded, in which Eastman Agreement Soltex has been substituted for Celanese by virtue of a Substitution Agreement dated ..'ovemb er 19, 1974. lelanese will sell ethylene to Soltex during 1975 at the price :ontained in the Ethylene Supply Contract between Celane se and Soltex dated November 9, 1974 . Del iveries wi 11 be in ipproximately equal monthly : St allmen ts. The quanti tv of eth dene ("Quantity") will be tl P roduct obta ined by mu lti plying the number of pounds of epo' ne wax d el ive red to Cel ane se under this letter times the multipi----e---r of 1. 57 . This mu lti pli er nay be changed by mutual agreement off the parties , but i f no such a ^reement is reached, Soltex 11 have no fu rther o bli gat i on to del Lver epolene wax. 015999 ELANESE Celanese will direct that a portion of the ethylene it is obligated to supply Soltex under the HD-PE Conversion Agreement will be sold to Soltex in the above Quantity in satisfaction of Celanese's obligations under this letter. The above Quantity will be additional to the ethylene sold by Celanese to Soltex pursuant to the Ethylene Supply Contract, but aoes not increase the total amount of ethylene which Celanese is obligated to supply Solvay, such total amount being the sum of the quantities contained in the Ethylene Supply Contract, the HD-PE Conversion Agreement and a letter from Celanese to Soltex dated November 19, 1974. The specifications for the ethylene are those contained in tie HD-PE Conversion Agreement and the specifications for the jpolene wax are those contained in the Eastman Agreement. Payments will be due within 10 days after receipt of an invoice from the other party. Very truly yours, SOLTEX POLYMER CORPORATION CELANESE CORPORATION 016000 ELANESE November 19, 1974 Soltex Polymer Corporation c/o Solvay American Corporation 609 Fifth Avenue New York, New York Gentlemen: We hereby deliver to you the attached three page document entitled "1975 Revised Sales Plan" listing vol umes of high density polyethylene by end use and by individual account. This is in fulfillment of the requirement to furnish you a schedule in Section 2.19 at page 13 of the Purchase and Sale Agreement between Celanese Corporation, Soltex Polymer Corporation and Solvay Cie., S.A., dated November 19, 1974. Very truly yours, CELANESE CORPORATION SOLTEX POLYMER CORPORATION Ends. CELANESE COR PO RAT ION . 121 1 AVENUE OF THE AMERICAS. NEW YORK. N Y 10036 . TELEPHONE' 212-- 764 7640 016001 ! 9 7 r, '9 SALT (BY HND USC, EXCLUDING CPS. COMPARATIVE - 1971 ACTUAL AND ORIGINAL 1 97S Pi AMI Specie Ity Film Ammunition Ind. Blow Molding Pharm./Cosmetics Total Aj Automotive (2) Industrial^) Pipe V/ ire Monofilament Thin Film Household Chem. Foods Total A 2 TOTAL A Hou sewares Sheet T oy s Resellers Miscellaneous TOTAL B 1975 Revised Plan A 1974 Actual B 1200 11000 - - 12200 336 8609 6296 12163 28266 4 50 372 8450 3500 - 28700 78800 1 194 50 6692 12349 8450 23943 43 158 56261 147773 255674 13 IGjO 283940 2850 - 1 19 255 7500 951 2850 0825 1975 Original Plan C 1400 11000 - 12400 2100 372 13000 25000 - 34672 1 I 056 2 185334 197734 6000 - 6000 % Diff. A/8 (1) +3 57 + 27 57 93 97 85 49 47 53 54 62 - 68 % Diff. A/C (1) 14 - - 2 79 - 35 86 - - 17 29 36 33 52 - 52 TOTAL DO MIST IC 134500 2927G5 203734 54 34 Ea stmon - 8 00 0 40000 15 012 25000 9000 - 47 - TOTAL FI 142500 347307 2 3 G 7 3 7 59 40 ^All percentages negative except where otherwise noted. ^ ^ 1 9 7 5 sales to Autornotive/Induslnal from Arco inventory, not included 1n totals. 016002 SUPPLY TERMINATION/REDUCTION (Continued) II. 1975 VOLUME REDUCTION (COMPARATIVE - 1974 ACTUAL AND 1 975- ORIGINAL PLANS) 1975 Revised Plan A 1974 Actual B 1975 Ong ma 1 Plan C ~b Diff .* A/B O/ /O Diff. * A/C AMMUNITION Olin Federal Remington Smith & Wesson 4200 2950 3600 2 50 Total 11000 3268 2036 3096 200 8609 4200 2950 3600 250 11000 +2 8 +4 5 + 16 +2 5 +2 7 -- - AUTOMOTIVE/I N D U STRIAL Diamond Int. Tluidma ster Roller Craft USM Molmec Total 100 250 22 240 210 822 211 310 310 300 22 22 240 240 2 10 210 971 1082 53 68 19 17 -- -- -- -- 15 24 SPECIALTY TILM Continental Can 1200 T otal 1200 316 1400 316 1400 +379 +379 li 14 HOUSEHOLD CHEMICALS Continental Can 20000 ProPa !t 3600 Roman Cleanser 3300 T- Churn 10 00 Total 28700 2 7000 5700 3672 2000 38372 25000 4 000 3672 2 000 34672 26 20 3 7 10 10 10 0 K) 25 17 All percentages negative except where olhenvisc noted. 016003 "P!/. 'C/RFDUCTICN (Continued) 1975 VOLUME REDUCTION (COMPARATIVE - 1974 ACTUAL AND 197 5 ORIGINAL PLANS) fOODS 1975 Revised Plan A 1974 Actual B 1975 A* Original 0/ '* Plan Diff. C A/B % Diff. A/C Diversified Hillside Liqui-Box Northern Pla slic Cont. ProPak Robb Cont. Dei Crest Kimbcll Kroger Luck y Meyer Marigold Safeway Superbrand Tairmont Hometown Lehigh MVMPA Prairie Farms Borden Ki'aftco American Dairy Billmcre Broughton's Coleman Dean Dcai y Ea stside F arm be si Garvins Hca therwood Heritage 243 1 360 7225 2643 1233 2937 1015 1359 579 4 120 64 0 939 653 3300 3800 1096 960 4 69 465 3 524 2834 3916 1142 52 1 579 587 1644 703 664 75 1 479 1050 156 4140 615 12300 4500 1950 5000 1730 1736 740 526 1 620 1200 835 2500 3242 1400 875 1200 595 4500 3620 7601 1460 666 740 1000 2100 1000 872 960 6 13 1342 200 3105 461 9225 3375 1575 3750 1297 1736 925 526 1 1500 1200 835 3375 4400 1400 960 600 595 4 500 3620 5000 14 6 0 656 740 7 50 2 100 1000 072 960 613 1342 200 All percentages negalivc except where c o o 4 1 22 41 22 41 22 41 22 41 22 4 1 22 4 1 22 22 22 22 37 22 22 + 3 67 22 22 22 22 +32 2 + 17 14 22 22 - + 10 61 22 22 22 22 22 22 22 22 22 22 22 22 22 22 22 4 ] 22 22 22 22 22 22 22 22 22 22 2 2 22 22 22 22 noicd. 016004 Kasowitz, Benson, Torres & Friedman llp 1360 PEACHTREE STREET, N.E., SUITE 1150 writer's direct dial number (404) 260-6100 Email: Mhutchms@kasowitz.com ATLANTA, GEORGIA 30309 404-260-6080 FACSIMILE: 404-260-6081 July 6. 2001 VIA CERTIFIED MAIL Stephanie A. Finch. Esq. BARON & BUDD 3102 Oak Lawn Avenue Suite 1100 Dallas, Texas 75210-4281 Re: Albert Joseph Bobb, et al. v. GAF Corporation, et at. 116th Judicial District Court, Dallas County, Texas Cause No. 00-004978-F NEW YORK HOUSTON NEWARK Dear Stephanie: Please find enclosed documents regarding Celanese's Deer Park Plant, Bates numbered 014344 through 016004, responsive to plaintiffs' requests in the above-referenced case. With best regards, I am Very truly yours. KASOWITZ, BENSON, TORRES & FRIEDMAN, LLP MEH/jco enclosures cc: Angela R. Hoyt. Esq. (w/o end.) 'Michael E. Hutchins Kasowitz, Benson, Torres & Friedman up Stephanie A. Finch, Esq. BARON & BUDD July 6. 2001 Page 2 bee: Paul J. Zoeller, Esq. (w/o encl.) Mr. Larry Poling (w/o encl.)